EXECUTION COPY



                       SOLA INTERNATIONAL INC., as Issuer

                                       and

       State Street Bank and Trust Company of California, N.A., as Trustee



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

                                    INDENTURE

                           Dated as of March 19, 1998

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




<PAGE>


                                        SOLA INTERNATIONAL INC.

<TABLE>
                  Reconciliation and tie between Trust Indenture Act of 1939 and
                  the Indenture, dated as of March 19, 1998:

<CAPTION>
Trust Indenture Act Section                                                    Indenture Section
---------------------------                                                    -----------------
<S>                                                                                <C>
  ss. 310(a)(1)...............................................................     609
         (a)(2)...............................................................     609
         (a)(3)...............................................................     Not Applicable
         (a)(4)...............................................................     Not Applicable
         (a)(5)...............................................................     609
         (b)..................................................................     608, 610
  ss. 311(a)..................................................................     610, 613
         (b)..................................................................     613
         (c)..................................................................     Not Applicable
  ss. 312(a)..................................................................     701, 702(a)
         (b)..................................................................     702(b)
         (c)..................................................................     702(c)
  ss. 313(a)..................................................................     703(a)
         (b)..................................................................     703(a)
         (c)..................................................................     703(a), 602
         (d)..................................................................     703(b)
  ss. 314(a)..................................................................     704
         (a)(4)...............................................................     101,1005
         (b)..................................................................     Not Applicable
         (c)(1)...............................................................     102
         (c)(2)...............................................................     102
         (c)(3)...............................................................     Not Applicable
         (d)..................................................................     Not Applicable
         (e)..................................................................     102
  ss. 315(a)..................................................................     601
         (b)..................................................................     602
         (c)..................................................................     601
         (d)..................................................................     601, 603
         (e)..................................................................     514
  ss. 316(a)(last sentence)...................................................     101
         (a)(1)(A)............................................................     502, 512
         (a)(1)(B)............................................................     513
         (a)(2)...............................................................     Not Applicable


<PAGE>


Trust Indenture Act Section                                                    Indenture Section
---------------------------                                                    -----------------
         (b)..................................................................     508
         (c)..................................................................     104(c)
  ss. 317(a)(1)...............................................................     503
         (a)(2)...............................................................     504
         (b)..................................................................     1003
  ss. 318(a)..................................................................     107

<FN>
---------------
Note:    This  reconciliation  and tie  shall  not,  for any  purpose,  be  deemed to be a part of the
         Indenture.
</FN>
</TABLE>


<PAGE>


                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
PARTIES........................................................................1
RECITALS OF THE COMPANY........................................................1


                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101.  Definitions......................................................2
   "Act".......................................................................2
   "Additional Amounts"........................................................2
   "Affiliate".................................................................2
   "Authenticating Agent"......................................................3
   "Authorized Newspaper"......................................................3
   "Bearer Security"...........................................................3
   "Board of Directors"........................................................3
   "Board Resolution"..........................................................3
   "Book-Entry Security".......................................................3
   "Business Day"..............................................................3
   "Commission"................................................................3
   "Common Stock"..............................................................4
   "Company"...................................................................4
   "Company Request" or "Company Order"........................................4
   "Conversion Event"..........................................................4
   "Corporate Trust Office"....................................................4
   "corporation"...............................................................4
   "Coupon"....................................................................4
   "Currency"..................................................................5
   "CUSIP number"..............................................................5
   "Defaulted Interest"........................................................5
   "Depositary"................................................................5
   "Dollars" or "$"............................................................5
   "ECU".......................................................................5
   "Event of Default"..........................................................5
   "Exchange Act"..............................................................5
   "Foreign Currency"..........................................................5
   "GAAP"......................................................................5
   "Government Obligations"....................................................5
   "Holder"....................................................................6



<PAGE>


   "Indenture".................................................................6
   "Indexed Security"..........................................................6
   "interest"..................................................................6
   "Interest Payment Date".....................................................6
   "Maturity"..................................................................6
   "Office or Agency"..........................................................7
   "Officers' Certificate".....................................................7
   "Opinion of Counsel"........................................................7
   "Original Issue Discount Security"..........................................7
   "Outstanding"...............................................................7
   "Paying Agent"..............................................................8
   "Person"....................................................................9
   "Place of Payment"..........................................................9
   "Predecessor Security"......................................................9
   "Preferred Stock"...........................................................9
   "Repayment Date"............................................................9
   "Repayment Price"...........................................................9
   "Redemption Date"...........................................................9
   "Redemption Price"..........................................................9
   "Registered Security".......................................................9
   "Regular Record Date".......................................................9
   "Responsible Officer"......................................................10
   "Security".................................................................10
   "Security Register"........................................................10
   "Senior Indebtedness"......................................................10
   "Significant Subsidiary"...................................................10
   "Special Record Date"......................................................10
   "Stated Maturity"..........................................................10
   "Subordinated Securities"..................................................10
   "Subsidiary"...............................................................10
   "Trustee"..................................................................11
   "Trust Indenture Act"......................................................11
   "United States"............................................................11
   "United States Person".....................................................11
   "Voting Stock".............................................................11
Section 102.  Compliance Certificates and Opinions............................11
Section 103.  Form of Documents Delivered to Trustee..........................12
Section 104.  Acts of Holders; Record Dates...................................13
Section 105.  Notices, Etc., to Trustee and Company...........................15
Section 106.  Notice to Holders; Waiver.......................................15
Section 107.  Conflict with Trust Indenture Act...............................16
Section 108.  Effect of Headings and Table of Contents........................16

                                      -ii-

<PAGE>


Section 109.  Successors and Assigns..........................................17
Section 110.  Separability Clause.............................................17
Section 111.  Benefits of Indenture...........................................17
Section 112.  Governing Law...................................................17
Section 113.  Legal Holidays..................................................17
Section 114.  Immunity of Stockholders, Directors, Officers and Agents
                of the Company................................................18


                                   ARTICLE TWO

                                 SECURITY FORMS

Section 201.  Forms of Securities.............................................19
Section 202.  Securities in Book-Entry Form...................................19
Section 203.  Form of Legend for Book-Entry Securities........................20
Section 204.  Form of Trustee's Certificate of Authentication.................21


                                  ARTICLE THREE

                                 THE SECURITIES

Section 301.  Amount Unlimited; Issuable in Series............................22
Section 302.  Currency; Denominations.........................................26
Section 303.  Execution, Authentication, Delivery and Dating..................27
Section 304.  Temporary Securities............................................29
Section 305.  Registration, Registration of Transfer and Exchange.............30
Section 306.  Mutilated, Destroyed, Lost and Stolen Securities................34
Section 307.  Payment of Interest; Interest Rights Preserved..................35
Section 308.  Persons Deemed Owners...........................................37
Section 309.  Cancellation....................................................38
Section 310.  Computation of Interest.........................................39


                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

Section 401.  Satisfaction and Discharge of Indenture.........................40
Section 402.  Application of Trust Money......................................42

                                     -iii-

<PAGE>


                                  ARTICLE FIVE

                                    REMEDIES

Section 501.  Events of Default...............................................43
Section 502.  Acceleration of Maturity; Rescission and Annulment..............44
Section 503.  Collection of Indebtedness and Suits for Enforcement by Trustee.46
Section 504.  Trustee May File Proofs of Claim................................47
Section 505.  Trustee May Enforce Claims Without Possession of Securities.....47
Section 506.  Application of Money Collected..................................48
Section 507.  Limitation on Suits.............................................48
Section 508.  Unconditional Right of Holders to Receive Principal, 
                Premium, if any, and Interest and Additional Amounts, if any..49
Section 509.  Restoration of Rights and Remedies..............................49
Section 510.  Rights and Remedies Cumulative..................................50
Section 511.  Delay or Omission Not Waiver....................................50
Section 512.  Control by Holders..............................................50
Section 513.  Waiver of Past Defaults.........................................50
Section 514.  Undertaking for Costs...........................................51
Section 515.  Waiver of Usury, Stay or Extension Laws.........................51


                                   ARTICLE SIX

                                   THE TRUSTEE

Section 601.  Certain Duties and Responsibilities.............................53
Section 602.  Notice of Defaults..............................................53
Section 603.  Certain Rights of Trustee.......................................54
Section 604.  Not Responsible for Recitals or Issuance of Securities..........56
Section 605.  May Hold Securities.............................................56
Section 606.  Money Held in Trust.............................................56
Section 607.  Compensation and Reimbursement..................................56
Section 608.  Disqualification; Conflicting Interests.........................57
Section 609.  Corporate Trustee Required; Eligibility.........................57
Section 610.  Resignation and Removal; Appointment of Successor...............58
Section 611.  Acceptance of Appointment by Successor..........................59
Section 612.  Merger, Conversion, Consolidation or Succession to Business.....61
Section 613.  Preferential Collection of Claims Against Company...............61
Section 614.  Appointment of Authenticating Agent.............................61

                                      -iv-

<PAGE>


                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 701.  Company to Furnish Trustee Names and Addresses of Holders.......64
Section 702.  Preservation of Information; Communications to Holders..........64
Section 703.  Reports by Trustee..............................................65
Section 704.  Reports by Company..............................................65


                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 801.  Company May Consolidate, Etc., Only on Certain Terms............66
Section 802.  Rights and Duties of Successor Corporation......................66
Section 803.  Officers' Certificate and Opinion of Counsel....................67


                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

Section 901.  Supplemental Indentures Without Consent of Holders..............68
Section 902.  Supplemental Indentures with Consent of Holders.................70
Section 903.  Execution of Supplemental Indentures............................71
Section 904.  Effect of Supplemental Indentures...............................71
Section 905.  Conformity with Trust Indenture Act.............................72
Section 906.  Reference in Securities to Supplemental Indentures..............72


                                   ARTICLE TEN

                                    COVENANTS

Section 1001.  Payment of Principal, Premium and Interest.....................73
Section 1002.  Maintenance of Office or Agency................................73
Section 1003.  Money for Securities Payments to Be Held in Trust..............74
Section 1004.  Corporate Existence............................................76
Section 1005.  Statement as to Compliance.....................................76
Section 1006.  Waiver of Certain Covenants....................................76
Section 1007.  Additional Amounts.............................................77

                                      -v-

<PAGE>


                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

Section 1101.  Applicability of Article.......................................79
Section 1102.  Election to Redeem; Notice to Trustee..........................79
Section 1103.  Selection by Trustee of Securities to Be Redeemed..............79
Section 1104.  Notice of Redemption...........................................80
Section 1105.  Deposit of Redemption Price....................................82
Section 1106.  Securities Payable on Redemption Date..........................82
Section 1107.  Securities Redeemed in Part....................................83


                                 ARTICLE TWELVE

                                  SINKING FUNDS

Section 1201.  Applicability of Article.......................................84
Section 1202.  Satisfaction of Sinking Fund Payments with Securities..........84
Section 1203.  Redemption of Securities for Sinking Fund......................84


                                ARTICLE THIRTEEN

                       REPAYMENT AT THE OPTION OF HOLDERS

Section 1301.  Applicability of Article.......................................86


                                ARTICLE FOURTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

Section 1401.  Applicability of the Article; Company's Obligation to Effect
                 Defeasance or Covenant Defeasance............................87
Section 1402.  Defeasance and Discharge.......................................87
Section 1403.  Covenant Defeasance............................................88
Section 1404.  Applicability of the Article; Company's Obligation to Effect
                 Defeasance or Covenant Defeasance............................88
Section 1405.  Deposited Money and Government Obligations to Be Held in 
                 Trust; Other Miscellaneous Provisions........................90
Section 1406.  Reinstatement..................................................92
Section 1407.  Effect on Subordination Provisions.............................92

                                      -vi-

<PAGE>


                                 ARTICLE FIFTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

Section 1501.  Purposes for Which Meetings May Be Called......................93
Section 1502.  Call, Notice and Place of Meetings.............................93
Section 1503.  Persons Entitled to Vote at Meetings...........................93
Section 1504.  Quorum; Action.................................................94
Section 1505.  Determination of Voting Rights; Conduct and Adjournment of
                 Meetings.....................................................95
Section 1506.  Counting Votes and Recording Action of Meetings................96


                                 ARTICLE SIXTEEN

                           SUBORDINATION OF SECURITIES

Section 1601.  Securities Subordinate to Senior Indebtedness..................97


                                ARTICLE SEVENTEEN

                        SECURITIES IN FOREIGN CURRENCIES

Section 1701.  Applicability of Article.......................................98

                                     -vii-

<PAGE>


         INDENTURE, dated as of March 19, 1998, between SOLA INTERNATIONAL INC.,
a Delaware corporation (the "Company"), having its principal office at 2420 Sand
Hill Road,  Suite 200, Menlo Park,  California  94025, and State Street Bank and
Trust Company of California, N.A., as Trustee hereunder (the "Trustee"),  having
a Corporate  Trust  Office at 633 West 5th  Street,  12th  Floor,  Los  Angeles,
California 90071.


                             RECITALS OF THE COMPANY

         The  Company  deems it  advisable  to issue  from  time to time for its
lawful  purposes  its  unsecured   debentures,   notes  or  other  evidences  of
indebtedness  (hereinafter  called the "Securities") in one or more series as in
this Indenture  provided,  and has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of the  Securities,
unlimited as to principal amount, to bear interest at the rates or formulas,  to
mature  at such  times and to have such  other  provisions  as shall be fixed as
hereinafter provided.

         This  Indenture is subject to, and shall be governed by, the provisions
of the  Trust  Indenture  Act  that  are  required  to be part of and to  govern
indentures qualified under the Trust Indenture Act.

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


                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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



<PAGE>


                                   ARTICLE ONE
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101.  Definitions.

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

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

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

         (c) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with GAAP;

         (d) 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;

         (e) all references to "dollars",  "$", "U.S.  dollars",  "United States
dollars" or "cash"  shall refer to the lawful  currency of the United  States of
America; and

         (f) the definitions included herein may be modified,  expanded, deleted
or  otherwise  amended  in a  supplemental  indenture  after the date  hereof or
pursuant to Section 301 hereof.

         Certain terms used  principally in certain  Articles hereof are defined
in those Articles.

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

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

         "Affiliate"  means,  with respect to any  specified  Person,  any other
Person which,  directly or indirectly,  is in control of, is controlled by or is
under  common  control  with such  specified  Person.  For the  purposes of this
definition,  "control" when used with

                                      -2-

<PAGE>


respect to any specified Person means the power,  direct or indirect,  to direct
or cause the direction of the  management  and policies of such Person,  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 authenticating agent appointed by the
Trustee pursuant to Section 614.

         "Authorized  Newspaper" means a newspaper,  in an official  language of
the place of publication or in the English  language,  customarily  published on
each day that is a  Business  Day in the place of  publication,  whether  or not
published on days that are Legal  Holidays in the place of  publication,  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 a day that is a Business Day in the
place of publication.

         "Bearer Security" , means any Security in the form established pursuant
to Section 201 which is payable to bearer.

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

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

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

         "Business  Day" when used with  respect to any Place of Payment  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 the Place of Payment are authorized or obligated
by law or executive order to close.

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

                                      -3-

<PAGE>


         "Common Stock" means, with respect to any Person,  capital stock issued
by such Person other than Preferred Stock.

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

         "Company  Request" or "Company  Order" means a written request or order
signed in the name of the Company by any one of its  Chairman of the Board,  its
Vice Chairman,  its Chief Executive Officer, its President,  its Chief Financial
Officer or a Vice  President  (whether  or not  designated  by a number or words
added  before  or  after  the  title  "Vice  President"),  and by any one of its
Treasurer,  Assistant Treasurer,  Secretary or Assistant Secretary and delivered
to the Trustee.

         "Conversion Event" means the cessation of use of (i) a Foreign Currency
both by the  government  of the country or the  confederation  which issued such
Foreign  Currency and for the  settlement of  transactions  by a central bank or
other public institutions of or within the international banking community, (ii)
the ECU both  within the  European  Monetary  System and for the  settlement  of
transactions by public institutions of or within the European Union or (iii) any
currency  unit or  composite  currency  other than the ECU for the  purposes for
which it was established.

         "Corporate Trust Office" means either (A) the principal corporate trust
office  of the  Trustee  at which at any  particular  time its  corporate  trust
business shall be administered,  which office at the date of original  execution
of this  Indenture is located at 633 West 5th Street,  12th Floor,  Los Angeles,
California 90071, Attention:  Corporate Trust Department, or (B) for purposes of
Sections 105, 305 and 1002, "Corporate Trust Office" also means the office of an
affiliate  of the Trustee in the Borough of  Manhattan,  The City of New York at
which at any particular  time its corporate trust business shall be administered
in The City of New York, which office at the date of original  execution of this
Indenture is located at c/o State  Street Bank and Trust Co., 61 Broadway,  15th
Floor, New York, New York 10006, Attention: Corporate Trust Department; provided
that, for purposes of any request,  demand,  authorization,  direction,  notice,
consent,  waiver or Act of  Holders  or other  document  or notice  provided  or
permitted  by this  Indenture to be made upon,  given or furnished  to, or filed
with,  the Trustee,  whether  pursuant to Section 105 or  otherwise,  "Corporate
Trust  Office"  means  any  office  referred  to in  clause  (A) or (B) of  this
paragraph.

         "corporation"  means  a  corporation,  association,  limited  liability
company,  joint-stock  company or business  trust,  except that,  as used in the
definition of the terms  "Subsidiary" and "Voting Stock," the term "corporation"
means solely a corporation.

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

                                      -4-

<PAGE>


         "Currency",  with respect to any payment,  deposit or other transfer in
respect of the  principal  of or any premium or  interest  on or any  Additional
Amounts with respect to any Security,  means Dollars or the Foreign Currency, as
the case may be, in which such payment, deposit or other transfer is required to
be made by or pursuant to the terms hereof or such Security and, with respect to
any other payment,  deposit or transfer pursuant to or contemplated by the terms
hereof or such Security, means Dollars.

         "CUSIP  number"  means  the  alphanumeric  designation  assigned  to  a
Security by Standard & Poor's Corporation, CUSIP Service Bureau.

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

         "Depositary"  means,  with  respect  to the  Securities  of any  series
issuable  or  issued  in whole or in part in the form of one or more  Book-Entry
Securities,  The Depository Trust Company and its successors,  or another Person
designated as Depositary by the Company pursuant to Section 301, which must be a
clearing agency  registered  under the Exchange Act, and if at any time there is
more than one such Person,  "Depositary"  shall mean the Depositary with respect
to the Securities of that series.

         "Dollars"  or "$"  means a  dollar  or other  equivalent  unit of legal
tender for payment of public or private debts in the United States of America.

         "ECU" means the European Currency Unit as defined and revised from time
to time by the Council of the European Community.

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

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

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

         "GAAP" means  generally  accepted  accounting  principles in the United
States as in effect on the date of application thereof.

         "Government   Obligations"   means  securities  which  are  (i)  direct
obligations  of the  United  States  of  America  or  the  other  government  or
governments in the confederation  which issued the Foreign Currency in which the
principal  of or any  premium  or  interest  on  the  relevant  Security  or any
Additional  Amounts in respect thereof shall be payable,  in each case where the
payment or payments thereunder are supported by the full faith and credit of the
United States of America or such other  government or  governments,  as the case
may be, or (ii)  obligations of a Person  controlled or supervised by and acting
as an agency or  instrumentality  of the United  States of America or such other
government  or  governments,  in each case where the timely  payment or payments
thereunder are unconditionally  guaranteed as a full faith and credit obligation
by the United States of America or such other government or governments,  as the

                                      -5-

<PAGE>


case  may be,  and  which,  in the  case of (i) or  (ii),  are not  callable  or
redeemable  at the  option of the  issuer or  issuers  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 or other amount with respect to 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 or other
amount with respect to the Government  Obligation  evidenced by such  depository
receipt.

         "Holder"  means in the case of any Registered  Security,  the Person in
whose name such Security is registered in the Security Register and, in the case
of any Bearer Security,  the bearer thereof and, in the case of any Coupon,  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,  however,  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
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.

         "Indexed  Security"  has the  meaning  specified  in  Section  301(11).

         "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.

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

         "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

                                      -6-

<PAGE>


therein or herein provided,  whether at the Stated Maturity or by declaration of
acceleration,  notice of  redemption,  repayment  at the option of the Holder or
otherwise.

         "Office or Agency" with respect to any  Securities,  means an office or
agency of the Company  maintained  or  designated as a Place of Payment for such
Securities pursuant to Section 1002 or any other office or agency of the Company
maintained or designated for such Securities pursuant to Section 1002 or, to the
extent  designated or required by Section 1002 in lieu of such office or agency,
the Corporate Trust Office of the Trustee.

         "Officers'  Certificate"  means a certificate signed by the Chairman of
the Board,  Vice Chairman,  the Chief Executive  Officer,  the President,  Chief
Financial Officer or a Vice President  (whether or not designated by a number or
word or words  added  before or after the title  "Vice  President"),  and by the
Treasurer, Assistant Treasurer, Secretary or Assistant Secretary of the Company,
and delivered to the Trustee.

         "Opinion of Counsel" means a written opinion of counsel,  who may be an
employee  of or  counsel  for the  Company  or the  Trustee,  and who  shall  be
reasonably acceptable to the Trustee.

         "Original  Issue Discount  Security"  means any Security which provides
for an amount less than the principal  amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 502.

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

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

              (ii)  Securities,  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 its own
         Paying  Agent)  for the  Holders  of such  Securities  and any  Coupons
         appertaining  thereto except, in the case of Securities as to which the
         Company had effected  satisfaction  and  discharge  pursuant to Article
         Four, to the extent  provided in Article Four;  provided,  that if such
         Securities are to be redeemed,  notice of such redemption has been duly
         given  pursuant to this  Indenture  or  provision  therefor  reasonably
         satisfactory  to the Trustee has been made; and  Securities,  except to
         the extent provided in Section 1402 and 1403, with respect to which the
         Company has effected defeasance and/or covenant defeasance, as provided
         in Article Fourteen;

                                      -7-

<PAGE>


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

              (iv) Securities  converted or exchanged into Common Stock or other
         securities  pursuant to or in  accordance  with this  Indenture  if the
         terms of such Securities provide for convertibility pursuant to Section
         301;

provided,  however,  that in  determining  whether the Holders of the  requisite
principal amount of the Outstanding  Securities have given any request,  demand,
authorization,  direction, notice, consent or waiver hereunder or are present at
a meeting of  Holders  for quorum  purposes,  and for the  purpose of making the
calculations  required  by  Section  313 of the  Trust  Indenture  Act,  (i) the
principal amount of an Original Issue Discount  Security that shall be deemed to
be  Outstanding  shall be the amount of the principal  thereof that would be due
and  payable  as of the  date of such  determination  upon  acceleration  of the
Maturity  thereof  pursuant to Section  502,  (ii) the  principal  amount of any
Indexed Security of any series 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  established  as  contemplated  by Section 301 with
respect to such Security,  (iii) the principal amount of a Security  denominated
in Foreign  Currency that shall be deemed  outstanding for such purpose shall be
the Dollar  equivalent,  determined  on the date of  original  issuance  of such
Security, of the principal amount (or, in the case of an Original Issue Discount
Security,  the  Dollar  equivalent  on the  date of  original  issuance  of such
Security of the amount  determined  as provided in (i) above) of such  Security,
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 relying upon any such request, demand,
authorization,  direction,  notice, consent or waiver, only Securities which the
Trustee knows to be so owned shall be so disregarded.  Securities so owned which
have been  pledged in good faith may be regarded as  Outstanding  if the pledgee
establishes  to the  satisfaction  of the Trustee the pledgee's  right so to act
with respect to such  Securities  and that the pledgee is not the Company or any
other  obligor upon the  Securities  or any  Affiliate of the Company or of such
other obligor.

         "Paying  Agent" means any Person  authorized  by the Company to pay the
principal  of or any  premium or  interest  on any  Securities  on behalf of the
Company.

                                      -8-

<PAGE>


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

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

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

         "Preferred  Stock"  means,  with respect to any Person,  capital  stock
issued by such  Person that is entitled  to a  preference  or priority  over any
other capital stock issued by such Person upon any distribution of such Person's
assets, whether by dividend or upon liquidation.

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

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

         "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" shall mean any Security  established pursuant to
Section 201 which is registered in the Security Register.

         "Regular Record Date" for the interest  payable on any Interest Payment
Date on any Registered  Security of any series means the date, if any, specified
in or pursuant to this Indenture or such Security as the "Regular Record Date."

                                      -9-

<PAGE>


         "Responsible Officer", when used with respect to the Trustee, means any
officer  within the Corporate  Trust  Department  (or any successor  department)
including,  without limitation, any vice president (whether or not designated by
a number or a word or words added  before or after the title "vice  president"),
any trust officer, any assistant secretary,  the controller or any other officer
of the Trustee  customarily  performing  functions similar to those performed by
any of  the  above  designated  officers  and  also  means,  with  respect  to a
particular  corporate  trust matter,  any other officer or employee to whom such
matter is referred  because of such  officer's  or  employee's  knowledge of and
familiarity with the particular subject.

         "Security"  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,  however,  that, if at any time
there  is  more  than  one  Person  acting  as  Trustee  under  this  Indenture,
"Securities" with respect to such Person shall 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.

         "Senior  Indebtedness" has the meaning  determined  pursuant to Section
301(21).

         "Significant  Subsidiary"  means,  with  respect  to  any  Person,  any
Subsidiary of such Person which is a "significant subsidiary" as defined in Rule
1-02(w) of  Regulation  S-X  promulgated  under the  Securities  Act of 1933, as
amended (as in effect on the date of the Indenture).

         "Special Record Date" for the payment of any Defaulted  Interest on the
Securities  of 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, or such Additional Amounts are, due and payable.

         "Subordinated  Securities"  means any  Securities  which,  pursuant  to
Section 301, are by their terms  expressly  subordinated  in right of payment to
Senior Indebtedness.

         "Subsidiary" means (i) any corporation at least a majority of the total
voting power of whose outstanding Voting Stock is owned, directly or indirectly,
at  the  date  of  determination  by  the  Company  and/or  one  or  more  other
Subsidiaries  of the Company,  (ii) any  partnership in which the Company and/or
one or more other Subsidiaries of the Company owns,  directly or indirectly,  at
the date of determination at least a majority

                                      -10-

<PAGE>


interest  in the equity  capital or  profits of such  partnership,  or (iii) any
other Person in which the Company and/or one or more other  Subsidiaries  of the
Company, directly or indirectly, at the date of determination, (x) owns at least
a  majority  ownership  interest  or (y) has the  power to elect or  direct  the
election of at least a majority of the directors or other governing body of such
Person.

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

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

         "United  States",  except as otherwise  provided in or pursuant to this
Indenture or any  Security,  means the United States of America  (including  the
states thereof 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 Debt  Securities  pursuant to Section 301, any citizen or resident of the
United States, any corporation, partnership or other entity created or organized
in or under the laws of the  United  States,  any  estate the income of which is
subject to United States federal income  taxation  regardless of its source,  or
any trust whose administration is subject to the primary supervision of a United
States court and which has one or more United  States  fiduciaries  who have the
authority to control all substantial decisions of the trust.

         "Voting Stock" means,  with respect to any  corporation,  securities of
any class or series of such corporation, the holders of which are ordinarily, in
the absence of contingencies,  entitled to vote for the election of directors of
the corporation.

Section 102.  Compliance Certificates and Opinions.

         Upon any  application  or request by the Company to the Trustee to take
any action under any provision of this  Indenture,  the Company shall furnish to
the Trustee such  certificates  and opinions as may be required  under the Trust
Indenture Act, 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.  Each such

                                      -11-

<PAGE>


certificate  or opinion shall be given in the form of an Officers'  Certificate,
if to be given by an officer of the Company,  or an Opinion of Counsel, if to be
given by counsel,  and shall comply with the requirements of the Trust Indenture
Act and any other requirements set forth in this Indenture.

         Every  certificate  or  opinion  with  respect  to  compliance  with  a
condition or covenant  provided for in this  Indenture  (other than  pursuant to
Section 1005) shall include:

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

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

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

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

Section 103.  Form of Documents Delivered to Trustee.

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

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

         Where any  Person is  required  to make,  give or  execute  two or more
applications,  requests, consents,  certificates,  statements, opinions or other
instruments  under this

                                      -12-

<PAGE>


Indenture or any Security,  they may, but need not, be consolidated and form one
instrument.

Section 104.  Acts of Holders; Record Dates.

         (a) Any request,  demand,  authorization,  direction,  notice, consent,
waiver or other action  provided in or pursuant to 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 by such Holders in person or
by agents duly appointed in writing. If, but only if, Securities of a series are
issuable as Bearer Securities,  any request, demand,  authorization,  direction,
notice,  consent,  waiver  or  other  action  provided  in or  pursuant  to this
Indenture  to be made,  given or taken by Holders of  Securities  of such series
may,  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
Fifteen,  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  are delivered to the Trustee and,  where it is
hereby expressly required,  to the Company.  Such instrument or instruments (and
the action embodied therein and evidenced thereby) are herein sometimes referred
to as the "Act" of the Holders signing such instrument or instruments.  Proof of
execution of any such  instrument or of a writing  appointing any such agent, or
of the holding by any Person of a Security,  shall be sufficient for any purpose
of this  Indenture  and  (subject  to Section  601)  conclusive  in favor of the
Trustee and the Company,  if made in the manner  provided in this  Section.  The
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 his authority.  The fact and date of the execution of any such  instrument or
writing,  or the authority of the Person  executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

         (c) The  Company  may,  in the  circumstances  permitted  by the  Trust
Indenture  Act, fix any date not more than 60 days nor less than 5 days prior to
the date of any of the  following  actions as the record date for the purpose of
determining the Holders of Registered  Securities of any series entitled to give
or take any request, demand,  authorization,  direction, notice, consent, waiver
or other action,  or to vote on any action,

                                      -13-

<PAGE>


authorized or permitted to be given or taken by Holders of Registered Securities
of such series.  If not set by the Company prior to the first  solicitation of a
Holder of Registered  Securities of such series made by any Person in respect of
any such  action,  or, in the case of any such  vote,  prior to such  vote,  the
record date for any such action or vote shall be the 30th day (or, if later, the
date of the most  recent list of Holders  required  to be  provided  pursuant to
Section 701) prior to such first  solicitation or vote, as the case may be. With
regard to any record  date for action to be taken by the  Holders of one or more
series of Registered  Securities,  only the Holders of Registered  Securities of
such series on such date (or their duly designated proxies) shall be entitled to
give or take, or vote on, the relevant action.

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

         (e) The  ownership,  principal  amount  and  serial  numbers  of Bearer
Securities  held by any  Person,  and the date of  commencement  and the date of
termination  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 reasonably acceptable to the Company,  wherever
situated,  if such certificate shall be deemed by the Company and 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 Company and 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 provided to
the  Trustee by some other  Person,  or (3) such  Bearer  Security  is no longer
Outstanding.  The  ownership,  principal  amount  and  serial  numbers of Bearer
Securities  held by the Person so executing  such  instrument or writing and the
date of the commencement and the date of the termination of holding the same may
also be proved in any  other  manner  which the  Company  and the  Trustee  deem
sufficient.

         (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.

                                      -14-

<PAGE>


         (g) For purposes of this Indenture, any action by the Holders which may
be taken in writing may be taken by electronic means or as otherwise  reasonably
acceptable to the Trustee.

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

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

                  (1) the  Trustee  by any  Holder  or by the  Company  shall be
         sufficient  for every purpose  hereunder if made,  given,  furnished or
         filed in writing to or with the Trustee at its Corporate  Trust Office,
         or at any other address previously  furnished in writing by the Trustee
         to the Holders or the Company or any other  obligor on the  Securities,
         or

                  (2) the  Company  by the  Trustee  or by any  Holder  shall be
         sufficient  for  every  purpose   hereunder  (unless  otherwise  herein
         expressly provided) if made, given, furnished or filed in writing to or
         with the Company addressed to it at the address of its principal office
         specified in the first paragraph of this instrument to the Attention of
         the Treasurer with a copy to the Company's Chief  Financial  Officer or
         at any other address previously  furnished in writing to the Trustee by
         the Company. Any such communication shall be effective upon receipt.

Section 106.  Notice to Holders; Waiver.

         Except  as  otherwise   expressly  provided  in  or  pursuant  to  this
Indenture, where this Indenture provides for notice to Holders of any event,

               (1) such notice shall be  sufficiently  given  (unless  otherwise
herein expressly  provided) to each Holder of Registered  Securities affected by
such event if in writing  and  mailed,  first-class  postage  prepaid,  , at his
address as it appears in the Security  Register,  not later than the latest date
(if any),  and not earlier than the earliest date (if any),  prescribed  for the
giving of such notice.

               (2) such notice shall be sufficiently  given to Holders of Bearer
Securities,  if any,  affected  by such  event  if  published  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,  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 such publication or, if published more than once, on the date of the
first such publication.

                                      -15-

<PAGE>


         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 of Registered  Securities shall affect the
sufficiency  of  such  notice  with  respect  to  other  Holders  of  Registered
Securities.  Any notice which is mailed in the manner herein  provided  shall be
conclusively  presumed  to have  been  received  by such  Holder  of  Registered
Securities,  whether  or not  such  Holder  of  Registered  Securities  actually
receives  such  notice.  In case by reason of the  suspension  of  regular  mail
service or by reason of any other cause it shall be  impracticable  to give such
notice by mail, then such notification as shall be made with the approval of the
Trustee shall constitute a sufficient notification for every purpose hereunder.

         In case 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 Holders of Bearer Securities as provided above, nor any defect in
any notice so published,  shall affect the  sufficiency  of any notice mailed to
Holders of Registered Securities as provided above.

         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.

         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.  Conflict with Trust Indenture Act.

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

Section 108.  Effect of Headings and Table of Contents.

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

                                      -16-

<PAGE>


Section 109.  Successors and Assigns.

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

Section 110.  Separability Clause.

         In case any  provision  in this  Indenture,  any Security or any 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 111.  Benefits of Indenture.

         Nothing in this  Indenture,  any  Security  or any  Coupon,  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 of Securities or Coupons,  and,  solely in the case of
Securities  which,  pursuant  to  Section  301,  are by  their  terms  expressly
subordinated  in right of payment to Senior  Indebtedness,  the  holders of such
Senior  Indebtedness,  any benefit or any legal or  equitable  right,  remedy or
claim under this Indenture.

Section 112.  Governing Law.

         This Indenture,  the Securities and any Coupons shall be deemed to be a
contract  under the laws of the State of New York, and for all purposes shall be
governed by and  construed in  accordance  with the laws of such state,  without
regard to  principles  of  conflicts of laws.  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 113.  Legal Holidays.

         In any case where any Interest Payment Date, Redemption Date, Repayment
Date,  sinking fund payment date,  Stated Maturity or Maturity,  as the case may
be, of any Security shall not be a Business Day at any Place of Payment for such
Security,  then  notwithstanding  any other  provision  of this  Indenture,  any
Security or any Coupon  (other than a  provision  of any  Security or any Coupon
established as  contemplated by Section 301 and which  specifically  states that
such provision shall apply in lieu of this Section 113),  payment of interest or
principal  (and  premium,  if any) need not be made at such  Place of Payment on
such date, but may be made on the next succeeding  Business Day at such Place of
Payment with the same force and effect as if made on the Interest  Payment

                                      -17-

<PAGE>


Date,  Redemption  Date,  Repayment  Date,  sinking  fund payment date or at the
Stated Maturity or Maturity, as the case may be, and no interest shall accrue on
such  payment  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, to the next succeeding Business Day. For purposes
of this Section  113,  the sole Place of Payment with respect to any  Book-Entry
Securities  for which the  Depositary  is The  Depository  Trust  Company or its
successor shall be deemed to be the Borough of Manhattan, The City of New York.

Section 114.  Immunity of Stockholders, Directors, Officers and Agents of the
              Company.

         No  recourse  under  or upon  any  obligation,  covenant  or  agreement
contained in this Indenture,  or in any Security, or because of any indebtedness
evidenced thereby, shall be had against any past, present or future stockholder,
employee,  officer or director, as such, of the Company or of any predecessor or
successor,  either  directly  or  through  the  Company  or any  predecessor  or
successor,  under any rule of law, statute or constitutional provision or by the
enforcement  of any  assessment  or by any  legal  or  equitable  proceeding  or
otherwise,  all such  liability  being  expressly  waived  and  released  by the
acceptance of the Securities by the Holders and as part of the consideration for
the issue of the Securities.

                                      -18-

<PAGE>


                                   ARTICLE TWO

                                 SECURITY FORMS

Section 201.  Forms of Securities.

         Each  Registered  Security,  Bearer  Security,  Coupon and temporary or
permanent  Book-Entry  Security  issued  pursuant to this Indenture  shall be in
substantially  the forms as shall be  established  by or pursuant to one or more
Board  Resolutions  (as  set  forth  in a Board  Resolution  or,  to the  extent
established  pursuant  to  rather  than as set forth in a Board  Resolution,  an
Officer's Certificate detailing such establishment) or in one or more indentures
supplemental  hereto,  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 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.

         Unless  otherwise  provided  in or pursuant  to this  Indenture  or any
Securities, the Securities shall be issuable in registered form without Coupons.

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

Section 202.  Securities in Book-Entry Form.

         If Securities of or within a series are issuable in book-entry form, as
specified as  contemplated by Section 301, then,  notwithstanding  clause (9) of
Section 301 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  book-entry  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  in such  Security  or in the
Company  Order to be  delivered

                                      -19-

<PAGE>


to the  Trustee  pursuant to Section 303 or 304.  Subject to the  provisions  of
Section 303 and, if  applicable,  Section  304,  the Trustee  shall  deliver and
redeliver  any  Security  in  permanent  book-entry  form in the manner and upon
instructions given by the Person or Persons specified in such Security or in the
applicable  Company Order. If a Company Order pursuant to Section 303 or 304 has
been, or  simultaneously  is,  delivered,  any  instruction  by the Company with
respect to endorsement,  delivery or redelivery of a Security in book-entry form
shall be in  writing  but  need  not  comply  with  Section  102 and need not be
accompanied by Opinion of Counsel.

         The  provisions  of the last sentence of Section 303 shall apply to any
Security represented by a Security in book-entry form if such Security was never
issued and sold by the  Company  and the  Company  delivers  to the  Trustee the
Security in book-entry form together with written  instructions  (which need not
comply with  Section 102 and need not be  accompanied  by 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.

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

         Notwithstanding the provisions of Section 308 and except as provided in
the preceding  paragraph,  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 Book-Entry Security (i) in the
case of a permanent  Book-Entry  Security in registered form, the Holder of such
permanent  Book-Entry  Security  in  registered  form or  (ii) in the  case of a
Book-Entry Security in bearer form, the Persons or Persons specified pursuant to
Section 301.

Section 203.  Form of Legend for Book-Entry Securities.

         Any Book-Entry  Security  authenticated  and delivered  hereunder shall
bear a legend in substantially  the following form and such other legends as may
be required by the  applicable  Depositary  or as shall be deemed  necessary  or
desirable by the Company:

                  "This Security is a Book-Entry  Security within the meaning of
         the Indenture  hereinafter referred to and is registered in the name of
         a  Depositary  or a  nominee  of a  Depositary.  This  Security  is not
         exchangeable  for  Securities  registered in the name of a Person other
         than the Depositary or its nominee except in the limited  circumstances
         described  in the  Indenture,  and unless and until it is  exchanged in
         whole or in part for Securities in definitive  certificated  form, this
         Security may not be

                                      -20-

<PAGE>


         transferred  except as a whole by the  Depositary  to a nominee  of the
         Depositary  or by a nominee  of the  Depositary  to the  Depositary  or
         another  nominee of the  Depositary  or by the  Depositary  or any such
         nominee  to  a  successor  Depositary  or  nominee  of  such  successor
         Depositary."

Section 204.  Form of Trustee's Certificate of Authentication.

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


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

Dated:

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


                                          State Street Bank and Trust Company of
                                          California, N.A., as Trustee


                                          By: __________________________________
                                                  Authorized Signatory

                                      -21-

<PAGE>


                                  ARTICLE THREE

                                 THE SECURITIES

Section 301.  Amount Unlimited; Issuable in Series.

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

         The Securities may be issued in one or more series. With respect to any
series of Securities  which may be designated  and  authenticated  and delivered
under this  Indenture,  there shall be established in or pursuant to one or more
Board Resolutions (and to the extent established  pursuant to rather than as set
forth  in a  Board  Resolution,  in  an  Officers'  Certificate  detailing  such
establishment)  or established in one or more  indentures  supplemental  hereto,
prior to the issuance of  Securities  of any such series  (except as provided in
the  last  paragraph  of this  Section  301),  any or all of the  following,  as
applicable,  each of which (except for the matters set forth in clauses (1), (2)
(with respect to any limit upon the aggregate principal amount of the Securities
which may be authenticated  and delivered under this  Indenture),  (18) and (21)
below), if so provided,  may be determined from time to time by the Company with
respect to unissued Securities of the series when issued from time to time:

                (1) the title of the  Securities  (which shall  distinguish  the
         Securities of the series from Securities of any other series) or series
         of which they are a part;

                (2) the aggregate  principal  amount of the  Securities  and any
         limit upon the  aggregate  principal  amount of the  Securities  of the
         series which may be  authenticated  and delivered  under this Indenture
         (except for Securities authenticated and delivered upon registration of
         transfer of, or in exchange for, or in lieu of, other Securities of the
         series  pursuant to Section 304, 305, 306, 906 or 1107,  upon repayment
         in part of any Security of such series pursuant to Article  Thirteen or
         upon  surrender in part of any Security for conversion or exchange into
         Common Stock or other securities  pursuant to its terms, and except for
         any Securities which, pursuant to Section 303, are deemed never to have
         been  authenticated  and  delivered  hereunder),  which  limit,  unless
         otherwise expressly established, may be changed from time to time by or
         pursuant  to Board  Resolution,  Officers'  Certificate  or  indentures
         supplemental  hereto  without the consent of any Holders;  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 shall be

                                      -22-

<PAGE>


         entitled to establish  additional  or  different  terms with respect to
         such additional Securities;

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

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

                (5)  the  rate  or  rates  (which  may  be  fixed,  floating  or
         adjustable)  or the  method  of  determination  thereof,  at which  the
         Securities of the series will bear interest,  if any, the date or dates
         from which such  interest  shall accrue or method by which such date or
         dates shall be determined, the Interest Payment Dates on which any such
         interest  shall be payable,  the Regular  Record Date,  if any, for any
         such  interest  payable on any Interest  Payment Date, or the method by
         which such date or dates  shall be  determined,  whether and under what
         circumstances  Additional  Amounts  on such  Securities  or any of them
         shall be payable and the basis upon which  interest shall be calculated
         if other than that of a 360-day year of twelve 30-day months;

                (6) the place or places  where the  principal of and any premium
         and  interest  on  Securities  of the  series  shall  be  payable,  any
         Registered Securities of the series may be surrendered for registration
         of transfer  and  exchange,  where  Securities  of that 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 the  Indenture
         may be served;

                (7) the period or periods  within which,  the price or prices at
         which, the Currencies, currency units or composite currencies in which,
         and the other terms and conditions upon which  Securities of the series
         may be redeemed, in whole or in part, at the option of the Company;

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

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

                                      -23-

<PAGE>


         issuable,  and if  other  than  the  denominations  of  $5,000  and any
         integral multiple thereof, the denominations in which Securities of the
         series that are Bearer Securities shall be issuable;

               (10) if other than the Currency of the United  States of America,
         the  Foreign  Currency  in which the  principal  of or any  premium  or
         interest on such  Securities  will be payable  (and the manner in which
         the  equivalent of the principal  amount thereof in the Currency of the
         United States of America is to be determined for any purpose, including
         for the  purpose  of  determining  the  principal  amount  deemed to be
         outstanding at any time);

               (11) if the amount of payments of  principal of or any premium or
         interest on any Securities of the series ("Indexed  Securities") may be
         determined  with  reference  to an index,  pursuant  to a  formula,  or
         pursuant to other methods (which index, formula or method may be based,
         without  limitation,  on  one  or  more  currencies,   currency  units,
         composite  currencies,  commodities,  equity indices or other indices),
         the manner in which such amounts will be determined;

               (12) if the  principal  of or any  premium  or  interest  on such
         Securities  of the  series is to be  payable,  at the  election  of the
         Company or a Holder thereof, in one or more Currencies,  currency units
         or composite  currencies  other than those in which the  Securities are
         stated to be  payable,  the  currencies,  currency  units or  composite
         currencies  in which  payment  of any  such  amount  as to  which  such
         election is made will be payable,  and the periods within which and the
         terms and conditions upon which such election is to be made;

               (13) if other  than the  entire  principal  amount  thereof,  the
         portion of the principal amount of Securities of the series which shall
         be payable upon  declaration of  acceleration  of the Maturity  thereof
         pursuant  to this  Indenture  or, if  applicable,  the  portion  of the
         principal  amount of Securities of the series that is convertible  into
         or  exchangeable  for other  securities  or the  method  by which  such
         portion shall be determined;

               (14) the application,  if any, of Section 1402 and/or 1403 to the
         Securities  of the  series  (and,  in the  case  of  Section  1403,  if
         applicable,  any additional  covenants subject to covenant  defeasance)
         and any provisions in modification of, in addition to or in lieu of any
         of the  provisions  in Sections 1402 and 1403;  and, if either  Section
         1402 or 1403 is made  applicable  with respect to the Securities of the
         series, whether such defeasance or covenant defeasance must be effected
         with  respect to all  Outstanding  Securities  of the series or whether
         such defeasance or covenant  defeasance may be effected with respect to
         Securities within the series;

               (15)  the  obligation,  if any,  of the  Company  to  permit  the
         conversion of the  Securities  of the series into the Company's  Common
         Stock  or other  securities,  as

                                      -24-

<PAGE>


         the  case  may  be,  and the  terms  and  conditions  upon  which  such
         conversion  shall  be  effected  (including,  without  limitation,  the
         initial conversion price or rate, the conversion period, the conversion
         agent, if any adjustment of the applicable conversion price or rate and
         any  requirements  relative  to  the  reservation  of  such  shares  or
         securities for purposes of conversion);

               (16) whether any of the  Securities  of the series will be issued
         in whole or in part in book-entry  form and, in such case,  the initial
         Depositary with respect to such  Book-Entry  Security or Securities and
         the circumstances  under which any such Securities may be registered in
         the name of a Person  other than such  Depositary  or its  nominee,  if
         other than as set forth in Section 305;

               (17)  whether  Securities  of the  series are to be  issuable  as
         Registered Securities,  as Bearer Securities or alternatively as Bearer
         Securities and Registered Securities, and whether the Bearer Securities
         are to be  issuable  with  Coupons,  without  Coupons or both,  and any
         restrictions  applicable  to the offer,  sale or delivery of the Bearer
         Securities and the terms,  if any, upon which Bearer  Securities of the
         series may be exchanged  for  Registered  Securities  of the series and
         vice versa;

               (18) if any of the Securities of the series are to be issuable as
         Bearer Securities,  the date as of which any such Bearer Security shall
         be dated,  if other than the date of original  issuance of the first of
         such Securities to be issued;

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

               (20) any  deletions  from,  modifications  of or additions to the
         Events of Default or covenants of the Company provided for with respect
         to Securities  of the series  (whether or not such Events of Default or
         covenants  are  consistent  with the Events of Default or covenants set
         forth  herein)  and,  if Section  1006 is not to be  applicable  to any
         additional covenants established with respect to the Securities,  those
         covenants;

               (21) the terms,  if any,  pursuant to which the Securities of the
         series  will be made  subordinate  in right of  payment  to all  Senior
         Indebtedness  of the  Company,  and the  definition  of any such Senior
         Indebtedness  (in  the  absence  of  an  express   statement  that  the
         Securities  of such series are  subordinate  in right of payment to all
         Senior  Indebtedness,  the  Securities  of  such  series  shall  not be
         subordinate to Senior Indebtedness);

               (22) whether the payment of principal,  premium and interest,  if
         any, Additional  Amounts, if any, and other amounts due hereunder,  and
         performance  of

                                      -25-

<PAGE>


         the Company's other obligations hereunder, will be guaranteed by one or
         more guarantors, including subsidiaries of the Company; and

               (23) any other  terms of the  series,  whether or not  consistent
         with the provisions of this Indenture.

         All Securities of any one series and all Coupons, if any,  appertaining
to 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 by the Company in the Board Resolution, or pursuant to the
Board Resolution and set forth in the Officers' Certificate, or in any indenture
or indentures  supplemental hereto pertaining to such series of Securities.  The
terms of the Securities  may provide,  without  limitation,  that the Securities
shall be authenticated  and delivered by the Trustee on original issue from time
to time upon  telephonic  or written  order of persons  designated  in the Board
Resolution,   Officers'   Certificate  or  supplemental   indenture  (telephonic
instructions  to be promptly  confirmed in writing by such person) and that such
persons are  authorized to  determine,  consistent  with such Board  Resolution,
Officers' Certificate or supplemental indenture,  such terms as are specified in
such Board  Resolution,  Officers'  Certificate or supplemental  indenture.  All
Securities  of any one  series  need not be issued at the same time and,  unless
otherwise  so provided by the Company as  contemplated  by this  Section  301, a
series may be  reopened  without  consent  of any  Holder  from time to time for
issuances of  additional  Securities  of such series or to establish  additional
terms  of such  series  of  Securities  (which  additional  term  shall  only be
applicable  with respect to unissued or  additional  Securities of such series).
The terms of any Security may be established  prior to the issuance  thereof but
after the issuance of other Securities of the same series.

Section 302.  Currency; Denominations.

         In the absence of any such provisions with respect to the Securities of
any series,  the  principal  of, any premium and interest on and any  Additional
Amounts  with  respect to the  Securities  shall be payable in  Dollars.  In the
absence of any such provisions with respect to the Securities of any series, the
Registered  Securities  denominated  in Dollars  shall be issuable in registered
form without Coupons, other than Registered Securities issued in book-entry form
(which may be of any  denomination),  and shall be issuable in  denominations of
$1,000 and any integral  multiple  thereof.  Bearer  Securities  denominated  in
Dollars shall be issuable in registered form without Coupons,  other than Bearer
Securities  issued in  book-entry  form (which may be of any  denomination)  and
shall be issuable in denominations of $5,000 and any integral  multiple thereof.
Securities not denominated in Dollars shall be issuable in such denominations as
are  established  with  respect  to  such  Securities  in or  pursuant  to  this
Indenture.

                                      -26-

<PAGE>


Section 303.  Execution, Authentication, Delivery and Dating.

         The Securities and Coupons,  if any, shall be executed on behalf of the
Company by its Chairman of the Board,  its Vice Chairman of the Board, its Chief
Executive Officer, its President, its Chief Financial Officer or one of its Vice
Presidents,  under its corporate seal or a facsimile thereof which may, but need
not,  be  attested  by one of its Vice  Presidents,  its  Treasurer,  one of its
Assistant  Treasurers,  its Secretary or one of its Assistant  Secretaries.  The
signature of any of these officers on the Securities or Coupons,  if any, 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  or
Coupons.

         Securities and any 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.

         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 Coupons  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 to or upon the order of the
Company or pursuant  to such  procedures  acceptable  to the Trustee and to such
recipients as the case may be as specified from time to time by a Company Order.
If all the  Securities of any series are not to be issued at one time and if the
terms of such  Securities  established as contemplated by Section 301 so permit,
such Company  Order may set forth  procedures  acceptable to the Trustee for the
completion  and  authentication  of  such  Securities  from  time  to  time.  In
authenticating  Securities of any series and any Coupons  appertaining  thereto,
and accepting the additional  responsibilities  under this Indenture in relation
to such Securities and any Coupons  appertaining  thereto,  the Trustee shall be
entitled to receive,  and (subject to Section  601) shall be fully  protected in
relying upon,

              (i) any Board Resolution,  Officers'  Certificate and/or indenture
         supplemental hereto by or pursuant to which the forms and terms of such
         Securities are established as contemplated by Sections 201 and 301;

              (ii) an Officers'  Certificate stating that the forms and terms of
         such Securities and Coupons, if any, have been established  pursuant to
         Sections 201 and 301 and comply with this Indenture; and

              (iii) an Opinion of Counsel substantially to the effect that:

                                      -27-

<PAGE>


                    (a) the forms and the terms of such  Securities and Coupons,
              if any, have been duly  authorized  and  established in conformity
              with the provisions of this Indenture,

                    (b) all conditions  precedent provided for in this Indenture
              relating to the Trustee's  authentication  of such  Securities and
              Coupons, if any, have been complied with, and

                    (c) such Securities and Coupons,  if any, when authenticated
              and  delivered  by the  Trustee  and issued by the  Company in the
              manner and subject to any conditions  specified in such Opinion of
              Counsel,  will constitute valid and legally binding obligations of
              the Company enforceable in accordance with their terms, subject to
              bankruptcy,   insolvency,  fraudulent  transfer,   reorganization,
              moratorium and similar laws of general  applicability  relating to
              or affecting  creditors'  rights and to general equity  principles
              and to such other matters as such counsel may specify.

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

         Notwithstanding  the  provisions  of Section  301 and of the  preceding
paragraph,  if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Company Order,  Board Resolution,
indentures  supplemental  hereto,  Officers'  Certificate and Opinion of Counsel
otherwise required pursuant to such preceding  paragraph at or prior to the time
of  authentication  of each Security of such series if such documents (with such
modifications  as  may  be  appropriate)  are  delivered  at  or  prior  to  the
authentication upon original issuance of the first Security of such series to be
issued and reasonably contemplate such authentication of each such Security.

         Each Registered  Security shall be dated the date of its authentication
unless  otherwise  established  therefor as  contemplated  by Section 301.  Each
Bearer  Security  shall be dated as of the date specified in or pursuant to this
Indenture.

         No Security or Coupon  appertaining  thereto, if any, shall be entitled
to any benefit under this  Indenture or be valid or  obligatory  for any purpose
unless  there  appears  on  such  Security  a  certificate   of   authentication
substantially  in the form  provided  for herein  executed  by the Trustee or an
Authenticating Agent by manual signature, and such certificate upon any Security
shall be conclusive evidence, and the only evidence, that such Security has been
duly  authenticated  and delivered  hereunder and is entitled to the benefits of
this Indenture. Except as permitted by Section 306 or 307 or as may otherwise be
provided in or pursuant to this  Indenture,  the Trustee shall not  authenticate
and deliver

                                      -28-

<PAGE>


any Bearer  Security unless all Coupons  appertaining  thereto then matured have
been detached and canceled. Notwithstanding the foregoing, if any Security shall
have been authenticated and delivered hereunder but never issued and sold by the
Company,  and the  Company  shall  deliver  such  Security  to the  Trustee  for
cancellation as provided in Section 309 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.

         Pending the  preparation  of definitive  Securities of any series,  the
Company may execute,  and upon Company Order the Trustee shall  authenticate and
deliver,  temporary  Securities of such series 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 or  pursuant  to this
Indenture,  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.  In the case of Securities of any series,
such temporary Securities may be in book-entry form.

         Except in the case of temporary  Securities in book-entry  form,  which
shall be exchanged  in  accordance  with the  provisions  thereof,  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 unmatured Coupons appertaining  thereto), the Company
shall  execute,  and the  Trustee  shall  authenticate  and  deliver in exchange
therefor,  one  or  more  definitive  Securities  of  the  same  series,  of any
authorized  denominations  and of a like aggregate  principal  amount and tenor;
provided,  however, that no definitive Bearer Security, except as provided in or
pursuant to this  Indenture,  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 or pursuant to this Indenture. Until
so exchanged,  the  temporary  Securities of any series shall in all respects be
entitled to the same benefits under this  Indenture as definitive  Securities of
such series and tenor.

                                      -29-

<PAGE>


Section 305.  Registration, Registration of Transfer and Exchange.

         With respect to the Registered  Securities of each series,  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  (the  register
maintained  in such office and in any other Office or Agency of the Company in a
Place  of  Payment  being  herein  sometimes  collectively  referred  to as  the
"Security Register") in which, subject to such reasonable  regulations as it may
prescribe,  the Company shall  provide for the  registration  of the  Registered
Securities and of transfers of the 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 appointed "Security  Registrar" for the purpose of registering
the Securities and transfers of the Securities as herein provided.

         The  Company  shall have the right to remove and  replace  from time to
time the Security Registrar for any series of Securities;  provided that no such
removal or replacement shall be effective until a successor  Security  Registrar
with  respect to such  series of  Securities  shall have been  appointed  by the
Company and shall have accepted such appointment. In the event the Trustee shall
not be or shall  cease to be  Security  Registrar  with  respect  to a series of
Securities,  it shall have the right to examine the  Security  Register for such
series at all reasonable  times.  There shall be only one Security  Register for
each series of Securities.

         Upon surrender for registration of transfer of any Registered  Security
of any series at the Office or Agency of the  Company in a Place of Payment  for
Securities  of that series,  the Company  shall  execute,  and the Trustee shall
authenticate  and  deliver,  in  the  name  of  the  designated   transferee  or
transferees,  one or more new Registered  Securities of the same series,  of any
authorized  denominations  and of a like aggregate  principal  amount and tenor,
containing   identical   terms   and   provisions,    bearing   a   number   not
contemporaneously outstanding.

         At the option of the Holder, Registered Securities of any series may be
exchanged for other  Registered  Securities of the same series,  any  authorized
denominations  and of a like aggregate  principal  amount and tenor,  containing
identical terms and provisions, upon surrender of the 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.

         If (but only if) permitted by the applicable  Board  Resolution and set
forth in the applicable Officers' Certificate,  or in any indenture supplemental
hereto,  with respect to Securities of any series,  at the option of the Holder,
Bearer  Securities of such series may be exchanged for Registered  Securities of
such series containing identical terms,

                                      -30-

<PAGE>


denominated  as  authorized  in or  pursuant to this  Indenture  and in the same
aggregate  principal  amount,  upon  surrender  of the Bearer  Securities  to be
exchanged at any Office or Agency for such series,  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,  such  exchange  may be  effected if the
Bearer  Securities are accompanied by payment in funds acceptable to the Company
and the Trustee 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 Bearer  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,  however, 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 for such series located  outside the United
States.  Notwithstanding the foregoing,  in case a Bearer Security of any series
is  surrendered  at any such Office or Agency for such series in exchange  for a
Registered Security of such 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  date for  payment of  Defaulted  Interest,  such  Bearer
Security  shall be  surrendered  without the Coupon  relating  to such  Interest
Payment Date or proposed date of payment, as the case may be (or, if such Coupon
is so surrendered  with such Bearer  Security,  such Coupon shall be returned to
the Person so  surrendering  the Bearer  Security),  and  interest or  Defaulted
Interest, as the case may be, shall 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 shall be payable only
to the Holder of such Coupon when due in accordance  with the provisions of this
Indenture.

         If provided in or pursuant to this Indenture with respect to Securities
of any series, at the option of the Holder, Registered Securities of such series
may be exchanged for Bearer  Securities upon such terms and conditions as may be
provided in or pursuant to this Indenture with respect to such series.

         Whenever any Securities are surrendered for exchange as contemplated by
the  immediately  preceding two paragraphs,  the Company shall execute,  and the
Trustee shall  authenticate and deliver,  the Securities which the Holder making
the exchange is entitled to receive.

         All Securities  issued upon any registration of transfer or exchange of
Securities  shall be the valid  obligations of the Company,  evidencing the same
debt, and entitled to

                                      -31-

<PAGE>


the same benefits under this Indenture,  as the Securities surrendered upon such
registration of transfer or exchange.

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

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

         Except as otherwise provided in or pursuant to this Indenture,  neither
the  Company  nor the  Trustee  shall be  required  (i) to issue,  register  the
transfer of or exchange  Securities of any series, if such Security may be among
those  selected  for  redemption,  during a period  beginning  at the opening of
business  15 days  before  selection  of the  Securities  of that  series  to be
redeemed  under  Section 1103 and ending at the close of business on (A) if such
Securities are issuable only as Registered Securities, the day of the mailing of
the relevant  notice of redemption  and (B) 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
(ii) to register the transfer of or exchange any Registered Security, or portion
thereof,  so selected for redemption in whole or in part,  except in the case of
any Registered  Security to be redeemed in part,  the portion  thereof not to be
redeemed,  or (iii) to exchange any Bearer  Security so selected for  redemption
except,  to the extent provided with respect to such Bearer Security,  that such
Bearer Security shall be simultaneously  surrendered for redemption with written
instruction for payment consistent with the provisions of this Indenture or (iv)
to issue, register the transfer of or exchange any Security which, in accordance
with its terms,  has been surrendered for repayment at the option of the Holder,
except the portion, if any, of such Security not be so repaid.

         Notwithstanding   the  foregoing,   no  Book-Entry  Security  shall  be
registered for transfer or exchange,  or  authenticated  and delivered,  whether
pursuant to this Section,  Sections  304, 306, 906 or 1107 or otherwise,  in the
name of a Person other than the Depositary for such  Book-Entry  Security or its
nominee until (i) the Depositary with respect to a Book-Entry  Security notifies
the Company that it is unwilling  or unable to continue as  Depositary  for such
Book-Entry  Security or the Depositary ceases to be a clearing agency registered
under the Exchange Act and no successor  Depositary  for such

                                      -32-

<PAGE>


Securities shall have been appointed  within 90 days of such  notification or of
the Company becoming aware of the Depositary ceasing to be so registered, as the
case may be, (ii) the Company, in its sole discretion,  executes and delivers to
the Trustee a Company Order that all Book-Entry  Securities of such series shall
be so  transferable  and  exchangeable or (iii) there shall have occurred and be
continuing  an Event of Default with respect to the  Securities  of such series.
Upon the occurrence in respect of any  Book-Entry  Security of any series of any
one or more of the  conditions  specified in clauses  (i),  (ii) or (iii) of the
preceding   sentence  or  such  other   conditions  as  may  be  established  as
contemplated  by Section 301 for  Securities  of such series,  the Company shall
without unnecessary delay deliver to the Trustee certificated Securities of such
series in such form and  denominations  as are  required  by or pursuant to this
Indenture, containing identical terms and in aggregate principal amount equal to
the aggregate principal amount of such Book-Entry Securities and shall cause the
Trustee to authenticate and deliver such certificated Securities to such Persons
and registered in such names as the Depositary with respect to such series shall
direct.

         Except  as  provided  in  the   preceding   paragraph,   any   Security
authenticated  and delivered  upon  registration  of transfer of, or in exchange
for, or in lieu of, any Book-Entry  Security,  whether pursuant to this Section,
Section 304, 306, 906 or 1107 or otherwise,  shall also be a Book-Entry Security
and bear the legend specified in Section 203.

         Subject  to the  second  preceding  paragraph,  if the  Securities  are
Book-Entry  Securities,  the Depositary or its nominee, as registered owner of a
Book-Entry  Security,  shall be the Holder of such  Book-Entry  Security for all
purposes  under  this  Indenture,  and  owners  of  beneficial  interests  in  a
Book-Entry  Security  shall  hold  such  interests  pursuant  to the  applicable
procedures of the Depositary.  Accordingly, any such owner's beneficial interest
in a  Book-Entry  Security  will be shown  only  on,  and the  transfer  of such
interest shall be effected only through, records maintained by the Depositary or
its nominee.

         If any  beneficial  owner of an  interest in a  Book-Entry  Security is
entitled to exchange such interest for  Securities of such series of like tenor,
terms and  principal  amount and which are not  Book-Entry  Securities,  whether
pursuant  to  the  third  preceding  paragraph  or  as  otherwise  specified  as
contemplated by Section 301, and provided that any applicable notice provided in
the Book-Entry  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 the Trustee definitive Securities in
aggregate  principal  amount equal to the  principal  amount of such  beneficial
owner's  interest in such Book-Entry  Security,  executed by the Company.  On or
after the  earliest  date on which  such  interests  may be so  exchanged,  such
Book-Entry Security shall be surrendered by the Depository or such depository 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

                                      -33-

<PAGE>


without charge and the Trustee shall  authenticate and deliver,  in exchange for
each portion of such Book-Entry Security, an equal aggregate principal amount of
definitive Securities of the same series of authorized denominations and of like
tenor and terms as the  portion  of such  Book-Entry  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;  provided,  however,  that no Bearer Security delivered in
exchange  for a portion of a  Book-Entry  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 Book-Entry  Security  after the close of
business at the Office or Agency where such  exchange  occurs 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,  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
Book-Entry  Security  is  payable  in  accordance  with the  provisions  of this
Indenture.

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

         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 each of them  harmless,  the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security,  with Coupons appertaining thereto corresponding to the
Coupons,  if any,  of the same  series and of like  tenor,  terms and  principal
amount and  bearing a number not  contemporaneously  outstanding,  with  Coupons
corresponding to the Coupons, if any, appertaining to the surrendered Security.

         If there shall be delivered to the Company and the Trustee (i) evidence
to their  satisfaction  of the  destruction,  loss or theft of any  Security  or
Coupon and (ii) such  security or  indemnity  as may be required by them to save
each of them and any agent of either of them  harmless,  then, in the absence of
notice to the  Company  or the  Trustee  that such  Security  or Coupon has been
acquired by a bona fide  purchaser,  the Company  shall  execute  and,  upon the
Company's request,  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

                                      -34-

<PAGE>


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.

         Notwithstanding the provisions of the previous two paragraphs,  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, pay such Security or Coupon; provided,  however, that
payment of principal  of, any premium or interest on or any  Additional  Amounts
with respect to any Bearer  Securities  shall,  except as otherwise  provided in
Section 1002, be payable only at an Office or Agency for such Securities located
outside the United States and, unless otherwise  provided in or pursuant to this
Indenture,  any interest on Bearer  Securities and any  Additional  Amounts with
respect to such interest shall be payable only upon  presentation  and surrender
of the Coupons appertaining thereto.

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

         Every  new   Security  of  any  series,   together   with  any  Coupons
appertaining thereto,  issued pursuant to this Section in lieu of any destroyed,
lost or stolen  Security,  or in exchange for the Security to which a destroyed,
lost or stolen  Coupon  appertains,  shall  constitute  an  original  additional
contractual  obligation of the Company,  whether or not the  destroyed,  lost or
stolen  Security  and Coupons  appertaining  thereto or the  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 Coupons, if any, duly issued hereunder.

         The provisions of this Section, as amended or supplemented  pursuant to
this Indenture with respect to particular Securities or generally, 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.

Section 307.  Payment of Interest; Interest Rights Preserved.

         Except as otherwise  established  as  contemplated  by Section 301 with
respect to any  Securities of any series,  interest on any  Registered  Security
which is payable,  and is punctually  paid or duly provided for, on any Interest
Payment Date shall be paid to the Person in whose name that  Security (or one or
more  Predecessor  Securities)  is  registered  at the close of  business on the
Regular Record Date for such interest;  provided, however, that each installment
of interest on any  Registered  Security may at the Company's  option be paid by
(i) mailing a check for such  interest,  payable to or upon the written order of

                                      -35-

<PAGE>


the Person  entitled  thereto  pursuant  to Section  308, to the address of such
Person as its  appears on the  Security  Register,  or (ii) wire  transfer to an
account located inside the United States maintained by the payee.

         Unless  otherwise  provided as contemplated by Section 301 with respect
to the Securities of any series, payment of interest may be made, in the case of
a Bearer Security, by transfer to an account maintained by the payee with a bank
located outside the United States.  Unless otherwise  provided in or pursuant to
this  Indenture,  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 for such  Security on any Regular  Record Date  therefor and
before the opening of  business at such Office or Agency on the next  succeeding
Interest  Payment  Date  therefor,  such Bearer  Security  shall be  surrendered
without the Coupon relating to such Interest Payment Date and interest shall not
be payable on such Interest  Payment Date in respect of the Registered  Security
issued in exchange  for such Bearer  Security,  but shall be payable only to the
Holder  of such  Coupon  when  due in  accordance  with the  provisions  of this
Indenture.

         Except as otherwise  established  as  contemplated  by Section 301 with
respect to Securities  of any series,  any interest on any  Registered  Security
which is  payable,  but is not  punctually  paid or duly  provided  for,  on any
Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease
to be payable to the Holder on the  relevant  Regular  Record  Date by virtue of
having been such Holder, and such Defaulted Interest may be paid by the Company,
at its election in each case, as provided in paragraph (1) or (2) below:

                  (1) The  Company  may elect to make  payment of any  Defaulted
         Interest to the Persons in whose names the  Registered  Securities  (or
         their respective Predecessor Securities) are registered at the close of
         business on a Special  Record  Date for the  payment of such  Defaulted
         Interest,  which shall be fixed in the  following  manner.  The Company
         shall notify the Trustee in writing of the amount of Defaulted Interest
         proposed  to be paid on each  Registered  Security  and the date of the
         proposed  payment,  and at the same time the Company shall deposit with
         the  Trustee an amount of money in cash equal to the  aggregate  amount
         proposed to be paid in respect of such Defaulted Interest or shall make
         arrangements  satisfactory to the Trustee for such deposit prior to the
         date of the proposed  payment,  such money when deposited to be held in
         trust  for the  benefit  of the  Persons  entitled  to  such  Defaulted
         Interest as provided in this clause.  Thereupon the Trustee shall fix a
         Special  Record Date for the payment of such  Defaulted  Interest which
         shall not be 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

                                      -36-

<PAGE>


         Record Date and, in the name and at the expense of the  Company,  shall
         cause notice of the proposed payment of such Defaulted Interest and the
         Special Record Date therefor to be mailed, first-class postage prepaid,
         to each Holder of such  Securities  at his address as it appears in the
         Security  Register,  not less than 10 days prior to such Special Record
         Date.  The  Trustee  may,  in its  discretion,  in the  name and at the
         expense of the Company cause a similar  notice to be published at least
         once in an Authorized  Newspaper of general  circulation in the Borough
         of Manhattan, The City of New York, but such publication shall not be a
         condition  precedent to the  establishment of such Special Record Date.
         Notice of the  proposed  payment  of such  Defaulted  Interest  and the
         Special  Record Date  therefor  having been so mailed,  such  Defaulted
         Interest  shall be paid to the Persons in whose  names such  Securities
         (or their  respective  Predecessor  Securities)  are  registered at the
         close of  business on such  Special  Record Date and shall no longer be
         payable pursuant to the following clause (2). In case a Bearer Security
         is  surrendered  at the Office or Agency for such  Security in exchange
         for a Registered Security 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 Defaulted  Interest and Defaulted  Interest
         shall not be payable on such proposed date of payment in respect of the
         Registered  Security issued in exchange for such Bearer  Security,  but
         shall  be  payable  only to the  Holder  of  such  Coupon  when  due in
         accordance with the provisions of this Indenture.

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

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

Section 308.  Persons Deemed Owners.

         Prior to due presentment of a 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 Security for the purpose of receiving  payment of principal of and
any premium and (subject to Section 305 and 307) any interest on such Registered
Security and for all other purposes whatsoever,  whether or not any payment with
respect to such Registered  Security shall be

                                      -37-

<PAGE>


overdue,  and neither the  Company,  the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary.

         The  Company,  the  Trustee and any agent of the Company or the Trustee
may treat the bearer of any Bearer  Security  or 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 any payment  with respect to such  Security or Coupon shall be overdue,  and
neither  the  Company,  the  Trustee or any agent of the  Company or the Trustee
shall be affected by notice to the contrary.

         No holder of any beneficial interest in any Book-Entry Security held on
its  behalf by a  Depositary  shall have any rights  under this  Indenture  with
respect to such Book-Entry  Security,  and such Depositary may be treated by the
Company,  the  Trustee  and any agent of the  Company or the Trustee as owner of
such Book-Entry Security for all purposes  whatsoever.  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  Book-Entry  Security  or for
maintaining,  supervising or reviewing any records  relating to such  beneficial
ownership interests.

         Notwithstanding the foregoing, with respect to any Book-Entry 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  Book-Entry  Security or impair,  as between such  Depositary and owners of
beneficial  interests in such  Book-Entry  Security,  the operation of customary
practices  governing  the  exercise  of the  rights of such  Depositary  (or its
nominee) as Holder of such Book-Entry Security.

Section 309.  Cancellation.

         All  Securities  and  Coupons  surrendered  for  payment,   redemption,
repayment  at the option of the Holder,  registration  of transfer or  exchange,
conversion, or for credit against any sinking fund payment shall, if surrendered
to any Person other than the  Trustee,  be delivered to the Trustee and shall be
promptly  canceled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities  previously  authenticated  and delivered  hereunder
which the Company may have acquired in any manner whatsoever, and may deliver to
the  Trustee  (or  to  any  other  Person  for  delivery  to  the  Trustee)  for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and all  Securities and any Coupons so delivered  shall
be promptly canceled by the Trustee.  If the Company shall so acquire any of the
Securities,  however,  such  acquisition  shall not operate as a  redemption  or
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

                                      -38-

<PAGE>


Securities  canceled as provided in this Section,  except as expressly permitted
by this Indenture. All canceled Securities held by the Trustee shall be disposed
of as directed by a Company Order.

Section 310.  Computation of Interest.

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

                                      -39-

<PAGE>


                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

Section 401.  Satisfaction and Discharge of Indenture.

         This  Indenture  shall upon Company Order cease to be of further effect
with respect to Securities of any series specified in such Company Order and any
Coupons  appertaining  thereto (except as to any surviving rights as provided in
the last  paragraph  of this  Section 401 and rights to receive  the  principal,
premium,  if any, and interest,  if any, on and Additional Amounts, if any, with
respect to Securities of such series), and the Trustee,  upon receipt of 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

                      (A)   all   Securities   of   such   series    theretofore
         authenticated and delivered and all Coupons appertaining thereto (other
         than (i)  Coupons  appertaining  to Bearer  Securities  of such  series
         surrendered  in exchange for  Registered  Securities of such series and
         maturing  after such  exchange  whose  surrender is not required or has
         been waived as provided in Section 305, (ii)  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,  (iii)  Coupons
         appertaining  to Securities of such series  called for  redemption  and
         maturing after the relevant  Redemption  Date whose  surrender has been
         waived as provided in Section 1106, and (iv)  Securities and Coupons of
         such series for whose payment money has  theretofore  been deposited in
         trust or  segregated  and held in trust by the Company  and  thereafter
         repaid to the Company or  discharged  from such  trust,  as provided in
         Section 1003) have been delivered to the Trustee for cancellation; or

                      (B) all  Securities of such series and, in the case of (i)
         or (ii) below,  if  applicable,  any Coupons  appertaining  thereto not
         theretofore delivered to the Trustee for cancellation

                           (i) have become due and payable, or

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

                           (iii) if redeemable at the option of the Company, are
                      to  be  called  for  redemption   within  one  year  under
                      arrangements satisfactory to the

                                      -40-

<PAGE>


                      Trustee  for the  giving of notice  of  redemption  by the
                      Trustee in the name, and at the expense, of the Company,

         and the  Company,  in the  case  of  (i),  (ii)  or  (iii)  above,  has
         irrevocably  deposited  or caused to be  deposited  with the Trustee as
         trust funds in trust for such  purpose  money in the  Currency in which
         such  Securities  are  payable  in an  amount  sufficient  to  pay  and
         discharge the entire  indebtedness  on such  Securities and any Coupons
         appertaining  thereto  not  theretofore  delivered  to the  Trustee for
         cancellation,  including the principal of, any premium and interest on,
         and any  Additional  Amounts with respect to, such  Securities  and any
         Coupons appertaining  thereto, 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 thereof, as the case may be;

                  (2) the  Company  has paid or caused to be paid all other sums
         payable  hereunder  by the  Company  with  respect  to the  Outstanding
         Securities of such series and any Coupons appertaining thereto; 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  with  respect to such  series  have been
         complied with.

         In the event there are Securities of two or more series hereunder,  the
Trustee  shall be required to execute an instrument  acknowledging  satisfaction
and  discharge  of this  Indenture  only if  requested  to do so with respect to
Securities of such series as to which it is Trustee and if the other  conditions
thereto are met.

         Notwithstanding  the  satisfaction and discharge of this Indenture with
respect to  Securities  of any series  pursuant  to this  Section  401,  (i) the
obligations  of  the  Company  to  the  Trustee  under  Section  607,  (ii)  the
obligations of the Company to any Authenticating  Agent under Section 614, (iii)
if money shall have been deposited with the Trustee pursuant to subclause (B) of
clause (1) of this Section, the obligations of the Trustee under Section 402 and
the last paragraph of Section 1003, in each case with respect to such Securities
and (iv) the  obligations  of the Company and the  Trustee  with  respect to the
Securities of such series under  Sections  305,  306,  402, 1002 and 1003,  with
respect to the  payment of  Additional  Amounts,  if any,  with  respect to such
Securities as  contemplated  by Section 1007,  with respect to any rights of the
Holders of such  Securities  to require the Company to repay such  Securities as
contemplated  by Section 1301,  and with respect to any rights of the Holders to
convert or exchange such Securities into Common Stock or other securities, shall
survive.

                                      -41-

<PAGE>


Section 402.  Application of Trust Money.

         Subject to the  provisions of the last  paragraph of Section 1003,  all
cash 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 of the
relevant series, the Coupons, if any,  appertaining thereto, and this Indenture,
to the  payment,  either  directly or through any Paying  Agent  (other than 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), interest and
Additional  Amounts  for  whose  payment  such cash has been  deposited  with or
received by the Trustee,  but such cash need not be segregated  from other funds
except to the extent required by law.

                                      -42-

<PAGE>


                                  ARTICLE FIVE

                                    REMEDIES

Section 501.  Events of Default.

         "Event of Default",  wherever used herein with respect to Securities of
any series,  means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order,  rule or  regulation of any  administrative  or  governmental  body),
unless  such event is  specifically  deleted or  modified  in or pursuant to the
supplemental Indenture,  Board Resolution or Officers' Certificate  establishing
the terms of such series pursuant to Section 301 of this Indenture:

                  (1) default in the payment of principal of or premium, if any,
         on any Security of that series when due (whether at Stated Maturity, on
         any Redemption Date or Repayment Date or otherwise); or

                  (2)  default  in  the  payment  of  any  interest  on,  or any
         Additional  Amounts  payable in respect of, any Security of that series
         or any Coupon  appertaining  thereto as and when the same shall  become
         due and  payable,  and  continuance  of such default for a period of 30
         days; or

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

                  (4) default in the  performance  or breach of any  covenant or
         agreement of the Company in this Indenture (other than any such default
         or breach which is elsewhere in this Section specifically dealt with or
         which  is  included  herein  solely  for the  benefit  of a  series  of
         Securities other than that series) or in the Securities of such series,
         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)  default  under  any  bond,  debenture,   note,  mortgage,
         indenture  or other  instrument  under  which there may be issued or by
         which  there may be secured or  evidenced  any  indebtedness  for money
         borrowed by the Company (or by a Significant Subsidiary of the Company,
         the  repayment  of which the  Company has  guaranteed  or for which the
         Company is directly responsible or liable as obligor or

                                      -43-

<PAGE>


         guarantor) having an aggregate principal amount outstanding of at least
         $20,000,000,  whether  such  indebtedness  exists  at the  date of this
         Indenture or shall  thereafter  be created,  which  default  shall have
         resulted in such  indebtedness  being declared due and payable prior to
         the date on  which it would  otherwise  have  become  due and  payable,
         without such indebtedness being discharged or such acceleration  having
         been  rescinded or annulled  within 30 days after there has been given,
         by  registered  or certified  mail, to the Company by the Trustee or to
         the Company and the Trustee by the Holders of at least 25% in principal
         amount of the  Outstanding  Securities of that series a written  notice
         specifying  such  default and  requiring  it to be remedied and stating
         that such notice is a "Notice of Default" hereunder; or

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

                  (7) the  commencement  by the Company of a  voluntary  case or
         proceeding under any applicable bankruptcy, insolvency,  reorganization
         or  other  similar  law  or of  any  other  case  or  proceeding  to be
         adjudicated  a bankrupt or insolvent,  or the written  consent by it to
         the entry of a decree or order for relief in respect of the  Company in
         an  involuntary  case or proceeding  under any  applicable  bankruptcy,
         insolvency, reorganization or other similar law, or the written consent
         by it to the  filing  or  commencement  of any  case or  proceeding  in
         respect of the Company  under any  applicable  bankruptcy,  insolvency,
         reorganization  or other similar law, or the  appointment  of or taking
         possession by a custodian,  receiver,  liquidator,  assignee,  trustee,
         sequestrator  or  other  similar  official  of  the  Company  or of any
         substantial part of its property,  or the making by it of an assignment
         for the benefit of creditors,  or the admission by it in writing of its
         inability to pay its debts generally as they become due; or

                  (8) any other Event of Default  established as contemplated by
         Section 301 with respect to Securities of that series.

Section 502.  Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default with respect to  Securities of any series occurs
and is  continuing,  the  Trustee or the  Holders  of at least 25% in  aggregate
principal  amount of

                                      -44-

<PAGE>


the  Outstanding  Securities of that series may declare the principal of (or, if
any of the Securities of that series are Original  Issue Discount  Securities or
Indexed  Securities,  such portion of the principal amount of such Securities as
may be  specified  in the terms  thereof)  and  accrued  interest  on all of the
Securities  of that  series to be  immediately  due and  payable  by a notice in
writing to the Company  (and to the Trustee if given by  Holders),  and upon any
such declaration such principal amount (or specified  amount) and interest shall
become immediately due and payable.

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

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

                      (A) all interest on the  Securities of that series and any
                  Coupons  appertaining  thereto  which has become due otherwise
                  than by such  declaration of  acceleration  and any Additional
                  Amounts with respect thereto,

                      (B)  the  principal  of  (and  premium,  if  any,  on) the
                  Securities of that series which has become due otherwise  than
                  by such declaration of acceleration,

                      (C) to the extent that payment of such interest is lawful,
                  interest upon overdue  principal of,  premium and interest (if
                  any) on and  Additional  Amounts (if any) with  respect to the
                  Securities  of such  series  at the rate or  rates  prescribed
                  therefor  in such  Securities  or  this  Indenture  (it  being
                  understood  that, if no rate of interest on overdue amounts is
                  specifically  provided,   then  any  such  overdue  principal,
                  premium,  interest and Additional Amounts shall, to the extent
                  lawful,  bear  interest at the rate of interest  borne by such
                  Securities), and

                      (D) all amounts owing the Trustee  pursuant to Section 607
                  in respect of Securities of that series; and

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

                                      -45-

<PAGE>


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

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

         The Company covenants that if

                  (1) default is made in the payment of any  interest on, or any
         Additional  Amounts  payable in respect of, any  Security or any Coupon
         appertaining  thereto when such interest or Additional  Amounts, as the
         case may be,  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 when due (whether at Stated Maturity,
         on any Redemption Date or Repayment Date or otherwise),

the Company will, upon demand of the Trustee,  pay to it, for the benefit of the
Holders of such  Securities  and any  Coupons  appertaining  thereto,  the whole
amount then due and  payable on such  Securities  and any  Coupons  appertaining
thereto for principal and any premium and interest and  Additional  Amounts and,
to the extent  that  payment  of such  interest  shall be  legally  enforceable,
interest on any overdue principal,  premium,  interest and Additional Amounts at
the rate or rates prescribed  therefor in such Securities (it being  understood,
that if no rate of interest on overdue  amounts is specifically  provided,  then
any such overdue principal,  premium,  interest and Additional Amounts shall, to
the  extent  lawful,  bear  interest  at the  rate  of  interest  borne  by such
Securities),  and,  in  addition  thereto,  such  further  amount  as  shall  be
sufficient  to cover the  amounts  due the  Trustee  pursuant  to Section 607 in
respect of such Securities.

         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,  may
prosecute  such  proceeding to judgment or final decree and may enforce the same
against the Company or any other  obligor upon such  Securities  and Coupons 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
and any Coupons appertaining thereto, wherever situated.

         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 Coupons appertaining thereto by such appropriate judicial proceedings as
the Trustee  shall deem most  effectual  to protect and enforce any such rights,
whether for the specific enforcement of any

                                      -46-

<PAGE>


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.

         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 any Securities
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 overdue  principal 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,  or such
         lesser  amount as may be provided for in the  Securities of any series,
         of principal,  and premium,  if any,  interest and  Additional  Amounts
         owing and unpaid in respect of such  Securities  and any Coupons and to
         file such other papers or documents as may be necessary or advisable in
         order to have the claims of the Trustee  pursuant to Section 607 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 the Trustee any amount due it pursuant to Section 607.

         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 the rights of any Holder  thereof,  or to  authorize  the  Trustee to vote in
respect of the claim of any Holder in any such proceeding.

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

         All  rights of action and claims  under  this  Indenture  or any of 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

                                      -47-

<PAGE>


payment of the  amounts  due the  Trustee  pursuant  to Section  607, be for the
ratable  benefit of the Holders of the Securities or 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  or
otherwise  on behalf of the Holders or the Trustee  pursuant to this  Article or
through any proceeding or any arrangement or restructuring in anticipation or in
lieu of any proceeding contemplated by this Article shall be applied, subject to
applicable  law,  in the  following  order,  at the date or  dates  fixed by the
Trustee  and,  in the  case of the  distribution  of such  money on  account  of
principal or any premium,  interest or Additional Amounts,  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 607;

         SECOND:  Solely  in the  case of any  money  collected  in  respect  of
Subordinated  Securities,  to the payment of amounts  then due and unpaid to the
holders of the applicable Senior Indebtedness to the extent required pursuant to
the subordination provisions relating to such Subordinated Securities;

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

         FOURTH: 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  Coupons  appertaining
thereto shall have any right to institute any proceeding, judicial or otherwise,
with respect to this Indenture, or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless

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

                                      -48-

<PAGE>


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

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

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

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

it being  understood and intended that no one or more of such Holders shall have
any right in any manner  whatever by virtue of, or by availing of, any provision
of this Indenture or any Security 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 of Securities of another series or to
enforce any right under this Indenture, except in the manner herein provided and
for the equal and ratable benefit of all of such Holders.

Section 508.  Unconditional  Right of Holders  to  Receive  Principal,
              Premium, if any, 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 any  premium  and
(subject to Section 305 and 307) any interest on or any Additional  Amounts with
respect to such Security or such Coupon,  as the case may be, on the  respective
Maturity or Maturities  thereof 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 has  instituted  any proceeding to enforce
any  right  or  remedy  under  this  Indenture  and  such  proceeding  has  been
discontinued or abandoned for any reason,  or has been  determined  adversely to
the  Trustee or to such  Holder,  then and in every  such  case,  subject to any
determination in such proceeding, the Company, the Trustee and the Holders shall
be restored  severally and respectively to their former positions  hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

                                      -49-

<PAGE>


Section 510.  Rights and Remedies Cumulative.

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

Section 511.  Delay or Omission Not Waiver.

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

Section 512.  Control by Holders.

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

                  (1) such  direction  shall not be in conflict with any rule of
         law or with this  Indenture or with the  Securities of any series or be
         unduly  prejudicial to Holders of Securities of such series not joining
         therein, and

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

Section 513.  Waiver of Past Defaults.

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

                                      -50-

<PAGE>


                  (1) in the  payment  of the  principal  of or any  premium  or
         interest on, or any Additional Amounts with respect to, any Security of
         such series, or

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

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

Section 514.  Undertaking for Costs.

         All parties to this Indenture agree, and each Holder of any Security of
any series by his  acceptance  thereof shall be deemed to have agreed,  that any
court may in its  discretion  require,  in any suit for the  enforcement  of any
right or remedy under this Indenture, or in any suit against the Trustee for any
action taken,  suffered or omitted by it as Trustee in respect of the Securities
of such series,  the filing by any party litigant in such suit of an undertaking
to pay the costs of such suit, and that such court may in its discretion  assess
reasonable  costs,  including  reasonable  attorneys'  fees,  against  any party
litigant  in such  suit,  having  due regard to the merits and good faith of the
claims or  defenses  made by such party  litigant;  but the  provisions  of this
Section shall not apply to any suit instituted by the Company or the Trustee, to
any suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in principal amount of the Outstanding  Securities of such series,
or to any suit  instituted by any Holder for the  enforcement  of the payment of
the principal of,  premium,  if any, or interest on, or Additional  Amounts,  if
any, with respect to any Security on or after the respective  Stated  Maturities
expressed  in such  Security  (or,  in the case of  redemption,  on or after the
Redemption  Date and, in the case of repayment,  on or after the Repayment Date)
or for the enforcement of the right, if any, to convert or exchange any Security
into Common Stock or other securities in accordance with its terms.

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

                                      -51-

<PAGE>


suffer and permit  the  execution  of every such power as though no such law had
been enacted.

                                      -52-

<PAGE>


                                   ARTICLE SIX

                                   THE TRUSTEE

Section 601.  Certain Duties and Responsibilities.

         The duties and  responsibilities of the Trustee shall be as provided by
the  Trust  Indenture  Act and this  Indenture.  The  Trustee  shall be under no
obligation,  subject to the duty of the Trustee during a default to act with the
required  standard of care,  to exercise  any of its rights or powers  under the
Indenture at the request or direction of any of the Holders of Securities of any
series,  unless such Holders shall have offered the Trustee reasonable  security
or indemnity against costs,  expenses and liabilities which might be incurred by
it in  compliance  with  such  request.  Whether  or not  therein  expressly  so
provided, every provision of this Indenture relating to the conduct or affecting
the liability of or affording  protection to the Trustee shall be subject to the
provisions of this Section.

Section 602.  Notice of Defaults.

         Within 90 days  after the  occurrence  of any  default  hereunder  with
respect to the  Securities  of any  series,  the Trustee  shall  transmit to all
Holders of Securities of such series,  in the manner and to the extent  provided
in Trust Indenture Act Section 313(c), notice of such default hereunder,  unless
such default shall have been cured or waived; provided, however, that, except in
the case of a default in the payment of the principal of (or premium, if any) or
interest  on or any  Additional  Amounts  with  respect to any  Security of such
series,  or in the payment of any sinking 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
committee of  Responsible  Officers of the Trustee in good faith  determine 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 of the  character  specified  in Section  501(4) with  respect to
Securities of such series, no notice to Holders shall be given until at least 60
days after the  occurrence  thereof.  For the purpose of this Section,  the term
"default"  means  any event  which is, or after  notice or lapse of time or both
would become, an Event of Default with respect to the Securities of such series.
Subject to Trust Indenture Act Section  315(b),  the Trustee shall not be deemed
to have,  or be  required  to take,  notice of any  default  or Event of Default
(other than a default  described in paragraph  (1),  (2), or (3) of Section 501)
except  upon  (A)  written   notification   from  the  Company  or  (B)  written
notification  from a Holder and, in the absence of such notice,  the Trustee may
conclusively  presume  that there is no  default  or Event of Default  except as
aforesaid. Subject to Section 601 of this Indenture, such notification shall not
be deemed

                                      -53-

<PAGE>


to include  receipt of  information  obtained  in any report or other  documents
furnished under Section 704 of this  Indenture,  which reports and documents the
Trustee shall have no duty to examine.

Section 603.  Certain Rights of Trustee.

         Subject to the  provisions of Section 601 hereof and to the  provisions
of Sections 315(a) through 315(d) of the Trust Indenture Act:

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

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

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

         (d) the Trustee may consult with counsel and the written 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;

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

         (f) the Trustee shall not be bound to make any  investigation  into the
facts or matters stated in any resolution,  certificate,  statement, instrument,
opinion,  report, notice, request,  direction,  consent, order, bond, debenture,
note, coupon, other evidence of indebtedness or other paper or document, but the
Trustee, in its discretion,  may make

                                      -54-

<PAGE>


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;

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

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

         (i) no provision of this Indenture  shall require the Trustee 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;

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

         (k) 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;

         (l) 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,  relating to the time, method and place of conducting any proceeding for
any remedy available to the Trustee,  or exercising any trust or power conferred
upon the Trustee,  under this  Indenture  with respect to the Securities of such
series; and

         (m) no  provision  of this  Indenture  shall  require  the  Trustee  to
determine the maximum interest rate permissible under applicable law.

                                      -55-

<PAGE>


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

         The  recitals  contained  herein  and in  the  Securities,  except  the
Trustee's  certificates of authentication,  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 and  Qualification  on Form T-1 supplied to the Company
are true and  accurate  subject to the  qualifications  set forth  therein.  The
Trustee or any  Authenticating  Agent  shall not be  accountable  for the use or
application by the Company of Securities or the proceeds thereof.

Section 605.  May Hold Securities.

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

Section 606.  Money Held in Trust.

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

Section 607.  Compensation and Reimbursement.

         The Company agrees

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

                  (2)  except  as  otherwise   expressly   provided  herein,  to
         reimburse the Trustee and each predecessor Trustee upon its request for
         all reasonable expenses, disbursements and advances incurred or made by
         it in accordance  with any provision of this  Indenture  (including the
         reasonable  compensation  and the

                                      -56-

<PAGE>


         expenses and disbursements of its agents and counsel),  except any such
         expense,  disbursement  or  advance  as  may  be  attributable  to  its
         negligence or bad faith; and

                  (3) to indemnify the Trustee and each predecessor  Trustee and
         the  officers,  directors,  employees  and agents of the  Trustee  (the
         Trustee,  each  predecessor  Trustee  and  such  officers,   directors,
         employees  and agents  being  hereinafter  referred to in this  Section
         collectively  as  the  "Indemnified  Parties"  and  individually  as an
         "Indemnified  Party") for, and to hold each Indemnified  Party harmless
         against,  any loss, liability or expense incurred without negligence or
         bad  faith  on its  part,  arising  out of or in  connection  with  the
         acceptance  or   administration  of  the  trust  or  trusts  hereunder,
         including the costs and expenses of defending  itself against any claim
         or liability in connection  with the exercise or  performance of any of
         its powers or duties  hereunder;  provided that any  Indemnified  Party
         shall promptly notify the Company of the commencement of any action, or
         proceeding  for which it  intends  to seek  indemnity  hereunder,  will
         permit the  Company to conduct  the  defense  thereof on its behalf and
         will not  compromise  or settle  any such  action,  suit or  proceeding
         without the prior approval of the Company.

         The Company's  payment  obligations  pursuant to this Section 607 shall
survive the discharge of this Indenture.  When the Trustee  renders  services or
incurs  expenses or makes  disbursements  or advances after the occurrence of an
Event of Default  specified in Section 501(6) or (7), the  compensation for such
services  and  such  expenses,   disbursements  and  advances  are  intended  to
constitute  expenses  of  administration   under  any  bankruptcy,   insolvency,
reorganization or other similar law.

Section 608.  Disqualification; Conflicting Interests.

         If the Trustee has or shall acquire a conflicting  interest  within the
meaning of the Trust  Indenture  Act, the Trustee  shall either  eliminate  such
interest or resign,  to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.

Section 609.  Corporate Trustee Required; Eligibility.

         There shall at all times be a Trustee hereunder which shall be a Person
that is eligible  pursuant to the Trust Indenture Act to act as such and has (or
if such  Trustee is a  Subsidiary  of a bank  holding  company,  its parent bank
holding company has) a combined capital and surplus of at least $50,000,000.  If
such Person publishes reports of condition at least annually, pursuant to law or
to 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 Person  shall be deemed to be its

                                      -57-

<PAGE>


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.

Section 610.  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 611.

         (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.  If the
instrument of acceptance  by a successor  Trustee  required by Section 611 shall
not have been  delivered to the Trustee  within 30 days after the giving of such
notice of resignation,  the resigning  Trustee may, or any Holder who has been a
bona fide Holder of a Security of the applicable  series for at least six months
may, on behalf of himself and all others similarly situated,  petition any court
of  competent  jurisdiction  for the  appointment  of a successor  Trustee  with
respect to the Securities of such series.

         (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  Section 608 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 609
         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 Board  Resolution may
remove the Trustee  with  respect to all  Securities  or the  Securities  of any
series,  or (ii)  subject  to Section  514,  any Holder who has been a bona fide
Holder of a Security  of any series  for at least six months  may,  on behalf of
himself  and all others  similarly  situated,  petition  any

                                      -58-

<PAGE>


court of competent  jurisdiction  for the removal of the Trustee with respect to
the  Securities  of such series and the  appointment  of a successor  Trustee or
Trustees with respect thereto.

         (e) If the Trustee  shall  resign,  be removed or become  incapable  of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company,  by or pursuant to
a Company Request,  Company Order or Board Resolution,  shall promptly appoint a
successor  Trustee or Trustees  with respect to the  Securities of that or those
series (it being  understood  that any such  successor  Trustee may be appointed
with respect to the  Securities of one or more or all of such series and that at
any time there shall be only one Trustee with respect to the  Securities  of any
particular series) and shall comply with the applicable  requirements of Section
611. If, within one year after such resignation, removal or incapability, or the
occurrence of such vacancy,  a successor  Trustee with respect to the Securities
of any  series  shall  be  appointed  by Act of the  Holders  of a  majority  in
principal  amount of the Outstanding  Securities of such series delivered to the
Company and the retiring  Trustee,  the  successor  Trustee so appointed  shall,
forthwith  upon  its  acceptance  of such  appointment  in  accordance  with the
applicable  requirements  of Section  611,  become the  successor  Trustee  with
respect to the  Securities  of such  series  and to that  extent  supersede  the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the  Securities  of any series shall have been so appointed by the Company or
the Holders and accepted  appointment in the manner required by Section 611, any
Holder who has been a bona fide Holder of a Security of such series for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent  jurisdiction for the appointment of a successor  Trustee
with respect to the Securities of such series.

         (f) The Company shall give notice of each  resignation and each removal
of the Trustee with respect to the Securities of any series and each appointment
of a  successor  Trustee  with  respect to the  Securities  of any series to all
Holders of Securities of such series in the manner provided in Section 106. Each
notice of such appointment  shall include the name of the successor Trustee with
respect to the Securities of such series and the address of its Corporate  Trust
Office.  Notices of resignation,  removal and appointment may be combined into a
single notice.

Section 611.  Acceptance of Appointment by Successor.

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

                                      -59-

<PAGE>


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, subject to Section 1003, shall duly assign,
transfer  and deliver to such  successor  Trustee all property and money held by
such retiring Trustee hereunder.

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

         (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 paragraphs (a) and (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.

                                      -60-

<PAGE>


Section 612.  Merger, Conversion, Consolidation or Succession to Business.

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

Section 613.  Preferential Collection of Claims Against Company.

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

Section 614.  Appointment of Authenticating Agent.

         The Trustee may appoint an Authenticating  Agent or Agents with respect
to one or more series of  Securities  which shall be authorized to act on behalf
of the Trustee to  authenticate  Securities  of such series issued upon original
issue and upon  exchange,  registration  of  transfer or partial  redemption  or
repayment  thereof or pursuant to Section 306, and  Securities so  authenticated
shall be  entitled  to the  benefits  of this  Indenture  and shall be valid and
obligatory for all purposes as if  authenticated by the Trustee  hereunder.  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  acceptable  to the
Company  and  shall  at all  times  be a bank or trust  company  or  corporation
organized and doing business under the laws of the United States

                                      -61-

<PAGE>


of America, any State thereof or the District of Columbia, authorized under such
laws to act as Authenticating  Agent,  having (or if such entity is a Subsidiary
of a bank  holding  company,  its parent bank  holding  company  has) a combined
capital and surplus of not less than  $50,000,000  and subject to supervision or
examination  by  Federal  or  State  authority.  If  such  Authenticating  Agent
publishes  reports of  condition  at least  annually,  pursuant to law or to the
requirements of said supervising or examining  authority,  then for the purposes
of this Section,  the combined capital and surplus of such Authenticating  Agent
shall be deemed to be its combined  capital and surplus as set forth in its most
recent report of condition so published.  If at any time an Authenticating Agent
shall cease to be eligible in  accordance  with the  provisions of this Section,
such  Authenticating  Agent shall resign  immediately in the manner and with the
effect specified in this Section.

         Any  corporation  into which an  Authenticating  Agent may be merged or
converted or with which it may be  consolidated,  or any  corporation  resulting
from any merger,  conversion or consolidation to which such Authenticating Agent
shall be a party,  or any  corporation  succeeding  to the  corporate  agency or
corporate  trust business of an  Authenticating  Agent,  shall continue to be an
Authenticating  Agent,  provided such  corporation  shall be otherwise  eligible
under this Section,  without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee 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 thereof to such  Authenticating  Agent and to the
Company. Upon receiving such a notice of resignation or upon such a termination,
or in case at any time such  Authenticating  Agent shall cease to be eligible in
accordance with the provisions of this Section,  the Trustee for such series may
appoint a  successor  Authenticating  Agent  which  shall be  acceptable  to the
Company and shall (i) mail written  notice of such  appointment  by  first-class
mail, postage prepaid, to all Holders of Registered  Securities,  if any, of the
series with  respect to which such  Authenticating  Agent will  serve,  as their
names and addresses appear in the Security  Register,  and (ii) if Securities of
that series are issued as Bearer Securities,  publish notice of such appointment
at least once in an  Authorized  Newspaper  in the place  where  such  successor
Authenticating  Agent has its principal office if such office is located outside
the United States.  Any successor  Authenticating  Agent upon  acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its  predecessor  hereunder,  with like effect as if  originally  named as an
Authenticating  Agent.  No  successor  Authenticating  Agent shall be  appointed
unless eligible under the provisions of this Section.

         If at any time there shall be an  Authenticating  Agent  appointed with
respect  to one or more  series  of  Securities,  then in lieu of the  Trustee's
certificate  of  authentication,  an alternative  certificate of  authentication
shall be borne by such Securities substantially in the following form:

                                      -62-

<PAGE>


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

Dated:

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



                                        By: __________________________________,
                                            as Trustee


                                        By: __________________________________,
                                            as Authenticating Agent


                                        By: __________________________________,
                                            Authorized Signatory


         The  Company  agrees to pay to each  Authenticating  Agent from time to
time reasonable compensation for its services under this Section.

                                      -63-

<PAGE>


                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

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

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

         (a)  semi-annually,  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,  semi-annually,
upon such dates as are set forth in the Board Resolution, Officers' Certificates
indenture supplemental hereto authorizing such series, and

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

provided,  however,  that so long as the Trustee is the Security  Registrar,  no
such list shall be required to be furnished.

Section 702.  Preservation of Information; Communications to Holders.

         (a) 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.

         (b) 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.

         (c) 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 agent of either of them shall be held  accountable  by reason of
any disclosure of information as to names and addresses of Holders made pursuant
to the Trust Indenture Act, regardless of the source from which such information
was derived,  and that the Trustee  shall not be held  accountable  by reason of
mailing any material pursuant to a request made under the Trust Indenture Act.

                                      -64-

<PAGE>


Section 703.  Reports by Trustee.

         (a) Within 60 days after each May 15,  commencing with the first May 15
after the first issuance of Securities  pursuant to this Indenture,  the Trustee
shall  transmit  to the  Holders  such  reports  concerning  the Trustee and its
actions under this Indenture as may be required  pursuant to Trust Indenture Act
Section 313(a) in the manner provided pursuant  thereto,  and such other reports
as may be  required  under  such Act in the  manner  and at the  times  provided
pursuant thereto.

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

Section 704.  Reports by Company.

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

                                      -65-

<PAGE>


                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

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

         The Company shall not consolidate  with or merge with or into any other
Person,  and the Company shall not sell,  lease,  assign,  transfer or otherwise
convey all or substantially all of its assets to another Person, unless:

         (1) (a) in the case of a merger,  the  Company  shall be the  surviving
corporation or (b) the Person (if other than the Company)  surviving the merger,
formed by such  consolidation  or which  acquires such assets shall be an entity
organized and existing under the laws of the United States of America, any state
thereof or the  District  of  Columbia  and shall  expressly  assume the due and
punctual  payment of the  principal  of and any premium and  interest on and any
Additional  Amounts  with respect to all of the  Securities,  according to their
tenor,  and the due and punctual  performance and observance of all of the other
covenants and conditions of this Indenture and the Securities to be performed or
observed by the Company by an  indenture  supplemental  hereto,  complying  with
Article Nine hereof,  satisfactory to the Trustee, executed and delivered to the
Trustee by such Person; and

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

Section 802.  Rights and Duties of Successor Corporation.

         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 and upon any such assumption by the successor entity,  such successor
entity shall succeed to and be substituted for, and may exercise every right and
power of, the Company  under this  Indenture and the  Securities,  with the same
effect as if it had been named  herein as the party of the first  part,  and the
predecessor  Person,  except in the event of a lease,  shall be  relieved of any
further  obligation  under this  Indenture and the  Securities.  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  in this  Indenture
prescribed,  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

                                      -66-

<PAGE>


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.

         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.

                                      -67-

<PAGE>


                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

Section 901.  Supplemental Indentures Without Consent of Holders.

         Without the consent of any Holders,  the Company,  when authorized by a
Board  Resolution  (which Board  Resolution  may provide  general terms for such
action and may provide that the specific  terms of such action may be determined
in accordance with or pursuant to a Company Order), and the Trustee, at any time
and from  time to time,  may  enter  into  one or more  indentures  supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:

                  (1) to  evidence  the  succession  of  another  Person  to the
         Company and the  assumption  by any such  successor of the covenants of
         the  Company  herein  and in  the  Securities  as  obligor  under  this
         Indenture; or

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

                  (3) to add  any  additional  Events  of  Default  (and if such
         Events of Default  are to be 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 the  Securities  of such  series);
         provided,  however,  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 rights of 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

                  (4)  to add  to or  change  any  of  the  provisions  of  this
         Indenture to such extent as shall be necessary to permit or  facilitate
         the  issuance  of  Securities  in  bearer  form,   registrable  or  not
         registrable as to principal,  and with or without Coupons, to change or
         eliminate any  restrictions on the payment of principal of, any premium
         or  interest  on or any  Additional  Amounts  with  respect  to  Bearer
         Securities,  to permit  Bearer  Securities to be issued in exchange for
         Registered Securities,  to permit Bearer Securities to be exchanged for
         Bearer  Securities of

                                      -68-

<PAGE>


         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  Coupons  appertaining  thereto  in any  material
         respect; or

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

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

                  (7)    to secure the Securities; or

                  (8) to supplement  any of the  provisions of this Indenture to
         such  extent  as  shall  be  necessary  to  permit  or  facilitate  the
         defeasance,  covenant  defeasance or satisfaction  and discharge of the
         Securities of any series pursuant to this Indenture;  provided that any
         such action shall not adversely  affect the interests of the Holders of
         Securities   of  such  series  or  any  other  series  or  any  Coupons
         appertaining thereto in any material respect; or

                (9)  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
         pursuant to this clause (9) shall not adversely affect the interests of
         the Holders of  Securities  of any series or any  Coupons  appertaining
         thereto in any material respect;

                (10) to add a  guarantor  or  guarantors  for any  series or all
         series of the Securities;

                (11) to comply with the  requirements of the Commission in order
         to effect or maintain the  qualification  of this  Indenture  under the
         Trust Indenture Act; or

                (12) to establish  the form or terms of Securities of any series
         and any  related  Coupons  as  contemplated  by  Sections  201 and 301,
         including  the

                                      -69-

<PAGE>


         provisions and procedures  relating to Securities  convertible  into or
         exchangeable for Common Stock or other securities, as the case may be.

Section 902.  Supplemental Indentures with Consent of Holders.

         With  the  consent  of the  Holders  of not  less  than a  majority  in
principal  amount of the Outstanding  Securities of each series affected by such
supplemental  indenture, by Act of said Holders delivered to the Company and the
Trustee,  the  Company,   when  authorized  by  Board  Resolution  (which  Board
Resolution  may  provide  general  terms or  parameters  for such action and may
provide that the specific  terms of such action may be  determined in accordance
with or  pursuant  to a  Company  Order),  and the  Trustee  may  enter  into an
indenture  or  indentures  supplemental  hereto  for the  purpose  of adding any
provisions to or changing in any manner or eliminating  any of the provisions of
this  Indenture  or of  modifying  in any manner  the  rights of the  Holders of
Securities  of such  series  and  any  related  Coupons  under  this  Indenture;
provided,  however,  that no such  supplemental  indenture  shall,  without  the
consent of the Holder of each Outstanding Security affected thereby,

                  (1)  change  the  Stated  Maturity  of the  principal  of,  or
         premium,  if any, or any installment of principal of or interest on any
         Security,  or the date,  if any,  on which any  Security  is subject to
         repayment at the option of the Holder,  or reduce the principal  amount
         thereof  or the  rate  (or  modify  the  calculation  of such  rate) of
         interest thereon or any Additional  Amounts with respect thereto or any
         premium payable thereon, or change the obligation of the Company to pay
         Additional  Amounts pursuant to Section 1007 (except as contemplated by
         Section 801(1) and permitted by Section  901(1)),  or reduce the amount
         of the  principal  of an  Original  Issue  Discount  Security  or other
         Security  that  would  be  due  and  payable  upon  a  declaration   of
         acceleration  of the  Maturity  thereof  pursuant to Section 502 or the
         amount  provable in  bankruptcy  pursuant to Section 504, or change any
         Place of Payment where or Currency in which any Security or any premium
         or interest on, or any Additional  Amounts with respect to any Security
         is payable,  or impair the right to institute suit for the  enforcement
         of any such payment on or after the Maturity  thereof (as such Maturity
         may be extended,  if applicable,  in accordance  with the terms of such
         Security or Coupon appertaining thereto), 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

                                      -70-

<PAGE>


                  (3) modify any of the provisions of this Section,  Section 513
         or Section 1006,  except to increase any such  percentage or to provide
         that certain other  provisions of this Indenture  cannot be modified or
         waived without the consent of the Holder of each  Outstanding  Security
         affected thereby or, in the case of Subordinated Securities, modify any
         of the provisions  relating to subordination or the related  definition
         of "Senior  Indebtedness"  in a manner  adverse to the  holders of such
         Subordinated Securities.

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

         A  supplemental  indenture  which changes or eliminates any covenant or
other  provision of this Indenture  which has expressly been included solely for
the  benefit  of the  Securities  of one or more  particular  series,  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.

         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
supplement  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 canceled 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 modifications thereby of
the trusts created by this Indenture,  the Trustee shall be entitled to receive,
and  (subject  to Section  601) shall be fully  protected  in relying  upon,  an
Opinion of Counsel stating that the execution of such supplemental  indenture is
authorized  or  permitted by this  Indenture.  The Trustee may, but shall not be
obligated  to,  enter into any such  supplemental  indenture  which  affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

Section 904.  Effect of Supplemental Indentures.

         Upon the execution of any  supplemental  indenture  under this Article,
this Indenture shall be modified in accordance therewith,  and such supplemental
indenture

                                      -71-

<PAGE>


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 at the
time of execution thereof.

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.

                                      -72-

<PAGE>


                                   ARTICLE TEN

                                    COVENANTS

Section 1001.  Payment of Principal, Premium and Interest.

         The  Company  covenants  and agrees for the  benefit of the  Holders of
Securities of each series that it will duly and  punctually pay the principal of
(and  premium,  if any) and interest on and any  Additional  Amounts  payable in
respect or the  Securities  of that series in  accordance  with the terms of the
Securities of that series, any Coupons  appertaining thereto and this Indenture.
Unless  otherwise  specified as  contemplated by Section 301 with respect to any
series of Securities,  any interest due on and any Additional Amounts payable in
respect  of Bearer  Securities  on or before  Maturity,  other  than  Additional
Amounts,  if any,  payable 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 (i) check to the  registered  Holder of the  Registered
Security or other person  entitled  thereto or (ii) wire  transfer to an account
located inside the United States maintained by the payee, in each case,  against
surrender of such Security.

Section 1002.  Maintenance of Office or Agency.

         If Securities  of a series are issuable only as Registered  Securities,
the Company will  maintain in each Place of Payment for the  Securities  of that
series of Securities an Office or Agency where  Securities of that series may be
presented  or  surrendered  for payment  or, if  applicable,  conversion,  where
Securities of that series may be  surrendered  for  registration  of transfer or
exchange and where  notices and demands to or upon the Company in respect of the
Securities of that series and this  Indenture may be served.  If Securities of a
series are issuable as Bearer Securities, the Company shall maintain, subject to
any laws or regulations  applicable  thereto,  an Office or Agency in a Place of
Payment  for such  series  which is  located  outside  the United  States  where
Securities of such series and any Coupons  appertaining thereto may be presented
and surrendered for payment or, if applicable,  conversion;  provided,  however,
that if the Securities of such series are listed on the London Stock Exchange or
the Luxembourg  Stock Exchange or any other stock exchange  located  outside the
United  States and such stock  exchange  shall so  require,  the  Company  shall
maintain a Paying Agent in London, Luxembourg or any other required city located
outside the United States, as the case may be, so long as the Securities of such
series are listed on such exchange.  The Company will give prompt written notice
to the Trustee of the location,  and any change in the location,  of such

                                      -73-

<PAGE>


Office or Agency.  If at any time the Company  shall fail to  maintain  any such
required  Office or Agency or shall fail to furnish the Trustee with the address
thereof,  such  presentations,  surrenders,  notices  and demands may be made or
served  at the  Corporate  Trust  Office  of the  Trustee,  except  that  Bearer
Securities or such series and any Coupons  appertaining thereto may be presented
and  surrendered for payment at the place specified for the purpose with respect
to such Securities as provided in or pursuant to this Indenture, and the Company
hereby  appoints  the  Trustee as its agent to receive  all such  presentations,
surrenders, notices and demands.

         Except as  otherwise  provided  in or pursuant  to this  Indenture,  no
payment of principal,  premium,  interest or Additional  Amounts with respect to
Bearer  Securities shall be made at any Office or Agency 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,  however,  if
amounts owing with respect to any Bearer Securities shall be payable in Dollars,
payment of principal of, any premium or interest on and any  Additional  Amounts
with respect to any such Securities may be made at the Corporate Trust Office of
the Trustee in the Borough of Manhattan,  The City of New York, or any Office or
Agency  designated by the Company in the Borough of  Manhattan,  The City of New
York,  if (but only if) payment of the full amount of such  principal,  premium,
interest  or  Additional  Amounts  at all  offices  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.

         The  Company  may also from time to time  designate  one or more  other
offices or agencies  where the Securities of one or more series may be presented
or  surrendered  for any or all such  purposes and may from time to time rescind
such  designations;  provided,  however,  that no such designation or rescission
shall in any manner  relieve the Company of its obligation to maintain an Office
or Agency  in each  Place of  Payment  for  Securities  of any  series  for such
purposes. The Company will give prompt written notice to the Trustee of any such
designation  or  rescission  and of any change in the location of any such other
Office or Agency.  Unless  otherwise  provided in or pursuant to this Indenture,
the  Company  hereby  designates  as the Place  for  Payment  of each  series of
Securities  the  Borough  of  Manhattan,  The City of New  York,  and  initially
appoints the Corporate  Trust Office of the Trustee in the Borough of Manhattan,
The City of New York,  as the  Company's  Office or  Agency  in the  Borough  of
Manhattan,  The City of New York for such purpose and as Security Registrar. The
Company may subsequently  appoint a different Office or Agency in the Borough of
Manhattan,  The City of New  York and a  different  Security  Registrar  for the
Securities of any series.

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

         If the  Company  shall  at any time act as its own  Paying  Agent  with
respect to the Securities of any series,  it will, on or before each due date of
the principal of or any

                                      -74-

<PAGE>


premium or interest  on, or any  Additional  Amounts with respect to, 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  or  Currencies  in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the  Securities of such series)  sufficient to pay the principal
and any premium and interest and  Additional  Amounts so becoming due until such
sums shall be paid to such Persons or otherwise  disposed of as herein  provided
and will promptly notify the Trustee of its action or failure so to act.

         Whenever  the  Company  shall  have one or more  Paying  Agents for the
Securities of any series and any related  Coupons,  it will, on or prior to each
due date of the  principal of or any premium or interest  on, or any  Additional
Amounts with respect to, any  Securities  of that series,  deposit with a Paying
Agent a sum (in the  Currency  or  Currencies  in which the  Securities  of such
series are payable  (except as otherwise  specified  pursuant to Section 301 for
the  Securities of such series))  sufficient to pay such amount,  such sum to be
held in trust for the benefit of the Persons entitled thereto,  and (unless such
Paying Agent is the Trustee) the Company will promptly notify the Trustee of its
action or failure so to act.

         The Company  will cause each  Paying  Agent for the  Securities  of any
series,  other than the  Trustee,  to  execute  and  deliver  to the  Trustee an
instrument  in which such Paying Agent shall agree with the Trustee,  subject to
the provisions of this Section,  that such Paying Agent will (i) comply with the
provisions of the Trust  Indenture Act applicable to it as a Paying Agent,  (ii)
during the  continuance of any default by the Company (or any other obligor upon
the  Securities  of that  series) in the making of any payment in respect of the
Securities  of that  series,  and  upon  the  written  request  of the  Trustee,
forthwith  pay to the Trustee  all sums held in trust by such  Paying  Agent for
payment in respect of the  Securities  of that  series,  and (iii) hold all sums
held by it for the  payment of the  principal  of, any premium or interest on or
any  Additional  Amounts with respect to  Securities of such series in trust for
the benefit of the  Persons  entitled  thereto  until such sums shall be paid to
such  Persons or  otherwise  disposed  of as  provided  in or  pursuant  to this
Indenture.

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

         Any money  deposited with the Trustee or any Paying Agent, or then held
by the Company,  in trust for the payment of the  principal of or any premium or
interest on or any Additional Amounts with respect to any Security of any series
or any Coupon

                                      -75-

<PAGE>


appertaining thereto and remaining unclaimed for two years after such principal,
premium or interest  or  Additional  Amount 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 thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money,  and all  liability of the Company as trustee  thereof,  shall  thereupon
cease;  provided,  however,  that the Trustee or such Paying Agent, before being
required to make any such repayment,  may at the expense of the Company cause to
be published  once in an Authorized  Newspaper in each Place of Payment for such
series or mailed to  Holders of  Registered  Securities  entitled  to such money
notice  that such  money  remains  unclaimed  and that,  after a date  specified
therein,  which shall not be less than 30 days from the date of such publication
or mailing, any unclaimed balance of such money then remaining will be repaid to
the Company.

Section 1004.  Corporate Existence.

         Subject to Article Eight,  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 related rights and franchises  (charter and statutory);  provided,
however,  that the Company  shall not be required to preserve  any such right or
franchise  if the Board of  Directors of the Company  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.  Statement as to Compliance.

         The Company will deliver to the Trustee,  within 120 days after the end
of each fiscal  year of the  Company  ending  after the date  hereof,  a written
statement  (which  need  not be  contained  in or  accompanied  by an  Officer's
Certificate) signed by the principal executive officer,  the principal financial
officer or the principal  accounting officer of the Company,  stating whether or
not,  to the best of his or her  knowledge,  the  Company  is in  default in the
performance or observance of any of the terms, provisions and conditions of this
Indenture and if the Company shall be in default,  specifying  all such defaults
and the nature and status thereof of which he or she may have knowledge.

Section 1006.  Waiver of Certain Covenants.

         The  Company  may omit in any  particular  instance  to comply with any
term, provision or condition set forth in Sections 1004 and 1005 with respect to
the Securities of any series or with the covenants  established as  contemplated
by Section  301 with  respect to the  Securities  of any  series,  except to the
extent the terms of such  Securities

                                      -76-

<PAGE>


established as contemplated  by Section 301 make this Section 1006  inapplicable
to any such term,  provision  or condition  of any such  covenant,  if before or
after  the  time for such  compliance  the  Holders  of at least a  majority  in
principal  amount of the Outstanding  Securities of such series shall, by Act of
such Holders,  either waive such  compliance in such instance or generally waive
compliance  with such term,  provision  or  condition,  but no such waiver shall
extend to or affect such term,  provision or  condition  except to the extent so
expressly waived, and, until such waiver shall become effective, the 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 1007.  Additional Amounts.

         If any  Securities  of a series  provide for the payment of  Additional
Amounts,  the  Company  agrees to pay to the Holder of any such  Security or any
Coupon  appertaining  thereto  Additional  Amounts as provided in or pursuant to
this  Indenture  or  such  Securities.  Whenever  in  this  Indenture  there  is
mentioned,  in any  context,  the payment of the  principal of or any premium or
interest  on, or in respect of, any  Security of any series or any 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  hereby or pursuant
hereto 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 provision  hereof
shall not be  construed  as  excluding  Additional  Amounts in those  provisions
hereof where such express mention is not made.

         Except as  otherwise  provided in or pursuant to this  Indenture or the
Securities of any series,  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 such series of Securities  (or if the  Securities of such series
shall not bear interest  prior to Maturity,  the first day on which a payment of
principal  or  premium  is  made),  and at least 10 days  prior to each  date of
payment of  principal  or premium or  interest if there has been any change with
respect to the matters set forth in the below-mentioned  Officers'  Certificate,
the  Company  shall  furnish to the Trustee and the  principal  Paying  Agent or
Paying Agents, if other than the Trustee, an Officers'  Certificate  instructing
the Trustee and such  Paying  Agent or Paying  agents  whether  such  payment of
principal of and premium, if any, or interest, if any, on the Securities of such
series  shall be made to Holders of  Securities  of such  series or the  Coupons
appertaining  thereto 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 such 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  or Coupons,  and

                                      -77-

<PAGE>


the Company  agrees to pay to the Trustee or such  Paying  Agent the  Additional
Amounts  required  by the terms of such  Securities.  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.

                                      -78-

<PAGE>


                                 ARTICLE ELEVEN

                            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  established  as
contemplated  by Section 301 and (except as otherwise  expressly  established as
contemplated  by  Section  301 in  respect  of  Securities  of such  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 a Board Resolution or by action taken pursuant to a Board Resolution. In case
of any redemption at the election of the Company of less than all the Securities
of any series,  the Company shall, at least 45 days prior to the Redemption Date
fixed by the  Company  (unless a shorter  notice  shall be  satisfactory  to the
Trustee), notify the Trustee of such Redemption Date, of the principal amount of
Securities of such series to be redeemed and, if applicable, of the tenor of the
Securities to be redeemed.  In the case of any redemption of Securities 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.

         If less  than  all the  Securities  of any  series  are to be  redeemed
(unless  all of the  Securities  of such  series of a  specified  tenor and with
identical  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 not previously  called
for  redemption,  pro rata among  Securities of such series with the same Stated
Maturity  and within a Stated  Maturity  by lot or 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.

                                      -79-

<PAGE>


         The  Trustee  shall  promptly  notify  the  Company  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.

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

         Unless  otherwise  specified  in or pursuant to this  Indenture  or the
Securities  of any series,  if any Security  selected for partial  redemption is
converted  or  exchanged  for Common  Stock or other  securities  in part before
termination  of the  conversion or exchange right with respect to the portion of
the Security so selected,  the  converted or exchanged  portion of such Security
shall be deemed (so far as may be) to be the portion  selected  for  redemption.
Securities  which  have  been  converted  or  exchanged  during a  selection  of
Securities to be redeemed shall be treated by the Trustee as Outstanding for the
purpose of such selection.

Section 1104.  Notice of Redemption.

         Notice  of  redemption  shall  be given by  first-class  mail,  postage
prepaid,  mailed not less than 30 nor more than 60 days prior to the  Redemption
Date, unless a shorter period is specified in the Securities to be redeemed,  to
each  Holder of  Securities  to be  redeemed,  at his address  appearing  in the
Security  Register.  Failure to give  notice by  mailing  in the  manner  herein
provided to the Holder of any Registered Securities 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
Securities or portion thereof.

Any notice  that is mailed to the  Holder of any  Registered  Securities  in the
manner herein provided shall be  conclusively  presumed to have been duly given,
whether or not such Holder receives the notice

         All notices of redemption shall state:

                  (1)    the Redemption Date,

                  (2)    the Redemption Price,

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

                                      -80-

<PAGE>


                  (4) in the case of a  Security  to be  redeemed  in part,  the
         principal  amount of such  Security to be  redeemed  and that after the
         Redemption  Date upon  surrender  of such  Security,  the  holder  will
         receive,  without  a  charge,  a new  Security  or  Securities  in  the
         aggregate principal amount equal to the unredeemed portion thereof.

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

                  (6) the place or places  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,  if  applicable,  any  accrued
         interest and Additional Amounts pertaining thereto,

                  (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 date fixed for
         redemption 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  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 on the Redemption Date pursuant to Section 305 or
         otherwise,  the last date, as determined by the Company,  on which such
         exchanges may be made,

                  (10)  in the  case  of  Securities  of  any  series  that  are
         convertible or exchangeable into Common Stock or other securities,  the
         conversion  or exchange  price or rate,  the date or dates on which the
         right to convert or exchange the  principal of the  Securities  of such
         series to be redeemed will commence or terminate,  as  applicable,  and
         the  place or places  where  such  Securities  may be  surrendered  for
         conversion or exchange, and

                  (11) the CUSIP number of such Securities, if any (or any other
         numbers used by a Depository to identify such Securities.

         A notice of redemption  published as  contemplated  by Section 106 need
not identify particular Registered Securities to be redeemed.

                                      -81-

<PAGE>


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

Section 1105.  Deposit of Redemption Price.

         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,  segregate  and hold in trust as provided  in Section  1003) an amount of
money,  in the Currency or Currencies in which the Securities of such series are
payable,  sufficient  to  pay  the  Redemption  Price  of,  and  (except  if the
Redemption Date shall be an Interest  Payment Date) accrued  interest on all the
Securities which are to be redeemed on that date.

Section 1106.  Securities Payable on Redemption Date.

         Notice of redemption having been given as aforesaid,  the Securities so
to be redeemed  shall,  on the  Redemption  Date,  become due and payable at the
Redemption  Price  therein  specified,  and from and after such date (unless the
Company  shall  default  in the  payment  of the  Redemption  Price and  accrued
interest,  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  and any  Coupons  appertaining
thereto for  redemption in accordance  with said notice,  such Security shall be
paid by the Company at the Redemption  Price,  together with,  unless  otherwise
provided in or pursuant to the Indenture, any accrued and unpaid interest to the
Redemption Date;  provided,  however,  that, except as otherwise  provided in or
pursuant to this Indenture or the Bearer Securities of such series, installments
of interest on Bearer  Securities  whose  Stated  Maturity is on or prior to the
Redemption Date shall be payable only upon presentation and surrender of Coupons
for such  interest  (at an Office or Agency  located  outside the United  States
except as provided in Section  1002),  and provided,  further,  that,  except as
otherwise provided in or pursuant to this Indenture or the Registered Securities
of any series,  installments of interest whose Stated Maturity is on or prior to
the  Redemption  Date  shall  be  payable  to the  Holders  of  such  Registered
Securities,  or one or more  Predecessor  Securities,  registered as such at the
close of business on the relevant  Regular Record Dates according to their terms
and the provisions of Section 307.

         If  any  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,  or, at the
option of the  Company,  after  payment to the  Trustee  for the  benefit of the
Company of, 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

                                      -82-

<PAGE>


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, however, that any interest
or  Additional  Amounts  represented  by  Coupons  shall be  payable  only  upon
presentation  and  surrender  of those  Coupons  at an Office or Agency for such
Security  located  outside of the United States  except as otherwise  provide in
Section 1002.

         If any  Security  called  for  redemption  shall  not be so  paid  upon
surrender  thereof for  redemption,  the principal and any premium shall,  until
paid, bear interest from the Redemption Date at the rate prescribed  therefor in
the Security or, if no rate of interest on overdue amounts is prescribed in such
Security, at the rate of interest borne by such Security.

Section 1107.  Securities Redeemed in Part.

         Any  Registered  Security which is to be redeemed only in part shall be
surrendered at any Office or Agency for such Security  (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  Registered  Security  or  Registered
Securities of the same series and of like tenor, of any authorized  denomination
as  requested  by such Holder,  in  aggregate  principal  amount equal to and in
exchange  for  the  unredeemed  portion  of the  principal  of the  Security  so
surrendered.

                                      -83-

<PAGE>


                                 ARTICLE TWELVE

                                  SINKING FUNDS

Section 1201.  Applicability of Article.

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

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

Section 1202.  Satisfaction of Sinking Fund Payments with Securities.

         The Company may, in  satisfaction  of all or any part of any  mandatory
sinking  fund payment  with  respect to the  Securities  of a series (1) deliver
Outstanding  Securities  of a series  (other  than  any  previously  called  for
redemption  or which have been  surrendered  for  repayment at the option of the
Holders),  together in the case of any Bearer Securities of such series with all
unmatured Coupons  appertaining  thereto and (2) 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  series;  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
Redemption  Price  specified  in such  Securities  so  delivered or applied as a
credit for  redemption  through  operation of the sinking fund and the amount of
such sinking fund payment shall be reduced accordingly.

Section 1203.  Redemption of Securities for Sinking Fund.

         Not less than 60 days prior to each  sinking  fund payment date for any
series of  Securities,  the Company  will  deliver to the  Trustee an  Officers'
Certificate  specifying the amount of the next ensuing  sinking fund payment for
that series pursuant to the terms of that series,  the portion thereof,  if any,
which is to be  satisfied by payment of cash in the

                                      -84-

<PAGE>


Currency  or  Currencies  in which the  Securities  of such  series are  payable
(except as otherwise  specified  pursuant to Section 301 for the  Securities  of
such  series) 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 and not more than 60 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 1105, 1106 and 1107.

                                      -85-

<PAGE>


                                ARTICLE THIRTEEN

                       REPAYMENT AT THE OPTION OF HOLDERS

Section 1301.  Applicability of Article.

                  Securities  of any series which are repayable at the option of
the Holders  thereof before their Stated  Maturity shall be repaid in accordance
with the terms of the Securities of such series.  The repayment of any principal
amount of Securities pursuant to such option of the Holder, to require repayment
of Securities  before their Stated Maturity,  for purposes of Section 309, shall
not  operate  as a  payment,  redemption  or  satisfaction  of the  indebtedness
represented  by such  Securities  unless and until the  Company,  at its option,
shall  deliver or surrender  the same to the Trustee with a directive  that such
Securities be canceled.  Notwithstanding  anything to the contrary  contained in
this Section 1301, in connection  with any repayment of Securities,  the Company
may arrange for the purchase of any  Securities by an agreement with one or more
investment  bankers or other purchasers to purchase such Securities by paying to
the  Holders  of such  Securities  on or  before  the close of  business  on the
Repayment  Date an  amount  not less than the  Repayment  Price  payable  by the
Company on repayment of such Securities,  together with, if applicable,  accrued
interest  thereon,  and the obligation of the Company to pay the Repayment Price
of such Securities  shall be satisfied and discharged to the extent such payment
is so paid by such purchasers.

                                      -86-

<PAGE>


                                ARTICLE FOURTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

Section 1401.  Applicability of the Article; Company's Obligation 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 (ii)
covenant  defeasance of the Securities of or within a series under Section 1403,
then the provision of the Section or Sections, as the case may be, together with
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.

         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
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 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  purpose  of  Section  1405 and other
Sections of this Indenture referred to in clauses (A) through (D), inclusive, of
this  Section,  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  herein:  (A) the rights of Holders of such
Outstanding  Securities and any Coupons appertaining thereto to receive,  solely
from the trust funds  described  in Section  1404 and as more fully set forth in
such Section,  payments in respect of the principal of (and premium, if any) and
interest,  if any,  on and  Additional  Amounts,  if any,  with  respect to such
Securities and any Coupons  appertaining thereto when such payments are due, (B)
the  Company's  and the Trustee's  obligations  with respect to such  Securities
under  Sections 305, 306, 1002 and 1003,  with respect to payments of Additional
Amounts,  if any, on such  Securities  as

                                      -87-

<PAGE>


contemplated by Section 1007, with respect to the rights, if any, of the holders
of  such  Securities  to  require  the  Company  to  repay  such  Securities  as
contemplated by Section 1301 and with respect to the rights,  if any, of Holders
to convert or exchange such  Securities  into Common Stock or other  securities,
(C) the rights,  powers,  trusts, duties and immunities of the Trustee hereunder
and (D) this Article.  Subject to  compliance  with this Article  Fourteen,  the
Company may exercise its option  under this  Section  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 option  applicable to this Section
with  respect to any  Securities  of or within a series,  the  Company  shall be
released  from its  obligations  under  Section  1004 (other than the  Company's
obligation  under Section 1004 to preserve and keep in full force and effect its
corporate  existence,  subject to Article  Eight) and 1005,  and,  if  specified
pursuant to Section 301, its obligations under any other covenant,  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 be not  "Outstanding"  for the  purpose  of any
direction,   waiver,   consent  or  declaration  or  Act  of  Holders  (and  the
consequences  of any thereof) in  connection  with Sections 1004 (other than the
Company's  obligation  under Section 1004 to preserve and keep in full force and
effect its  corporate  existence,  subject to Article  Eight) and 1005,  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  (other than the Company's  obligation  under Section
1004 to  preserve  and keep in full force and effect  its  corporate  existence,
subject to Article  Eight) or other such  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 Section  501(4) or 501(8) or otherwise,  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.  Applicability of the Article; Company's Obligation to Effect 
               Defeasance or Covenant Defeasance.

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

                                      -88-

<PAGE>


                  (a)  the  Company  shall  have   deposited  or  caused  to  be
         irrevocably  deposited with the Trustee (or another trustee  satisfying
         the  requirements  of Section  609 who shall  agree to comply  with the
         provisions  of this  Article  Fourteen) 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
         sufficient (in such Currency or Currencies in which such Securities and
         any Coupons  appertaining  thereto,  and installments of principal,  if
         any,  thereof and  interest,  if any,  thereon,  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  or  Currencies  in which  such  Securities  and
         Coupons appertaining  thereto,  and installments of principal,  if any,
         thereof and interest, if any, thereon, 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, and  Additional
         Amounts,  if any,  with  respect  to such  Securities  and any  Coupons
         appertaining thereto, money in an amount, or (3) a combination thereof,
         in each case in an amount  sufficient  in the  opinion of a  nationally
         recognized  firm of  independent  public  accountants  or a  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, on),
         interest,  if any, on, and Additional  Amounts, if any, with respect to
         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 Event of Default or event which with notice or lapse of
         time or both  would  become an Event of  Default  with  respect to such
         Securities and any Coupons appertaining thereto shall have occurred and
         be containing on the date of such deposit or, insofar as Section 501(6)
         or (7) 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);

                                      -89-

<PAGE>


                  (d) In the case of an election under Section 1402, the Company
         shall  have  delivered  to the  Trustee  an  Opinion  of  Counsel  from
         independent  legal counsel of nationally  recognized  standing  stating
         that (i) the Company has received from, or there has been published by,
         the  Internal  Revenue  Service a ruling or (ii) since the date of this
         Indenture,  there has been a change  in the  applicable  United  States
         federal income tax law or the judicial interpretation thereof by a U.S.
         federal court of competent  jurisdiction,  in either case to the effect
         that, and based thereon such opinion shall confirm that, Holders of the
         Securities of that series 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  from
         independent  legal  counsel of  nationally  recognized  standing to the
         effect that  Holders of such  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, 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; and

                  (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  established  as  contemplated  by  Section  301 in  respect  of the
         Securities of that series.

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

         Subject to the  provisions of the last  paragraph of Section 1003,  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

                                      -90-

<PAGE>


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 (other
than 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  and  Additional  Amounts,  if any,  but  such  money  need not be
segregated from other funds except to the extent required by law.

         Unless  otherwise  specified  in or pursuant to this  Indenture  or any
Securities  pursuant to Section 301, if, after a deposit  referred to in Section
1404(a)  has been made,  (a) the  Holder of a Security  in respect of which such
deposit was made is entitled to, and does,  elect pursuant to Section 301 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 (b) a Conversion Event occurs in respect of the Foreign Currency in
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 ,
and  Additional  Amounts,  if any,  with  respect to such  Security  as the same
becomes  due out of the  proceeds  yielded by  converting  (from time to time as
specified  below in the case of any such  election ) the monies,  proceeds  from
Government  Obligations 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 (x) in the case of payments made pursuant
to clause (a) above,  the applicable  market  exchange rate for such Currency in
effect on the  second  Business  Day  prior to each  payment  date,  or (y) with
respect to a Conversion  Event,  the  applicable  market  exchange rate for such
Foreign Currency in effect (as nearly as feasible) at the time of the Conversion
Event.

         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 this Section 1404 or the principal or 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.

         Anything in this Article to the contrary  notwithstanding,  the Trustee
shall  deliver or pay to the Company from time to time upon Company  Request any
money or 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

                                      -91-

<PAGE>


Section 1406.  Reinstatement.

         If the  Trustee  or any  Paying  Agent is  unable  to apply any cash or
Government  Obligations  deposited  pursuant to Section 1404 in accordance  with
this Indenture or the Securities of or within the applicable series by reason of
any legal  proceedings  or 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  shall be revived and  reinstated  as though no deposit had  occurred
pursuant  to  Section  1404 until  such time as the  Trustee or Paying  Agent is
permitted  to apply  such  money in  accordance  with  this  Indenture  and such
Securities;  provided,  however,  that  if the  Company  makes  any  payment  of
principal of,  premium,  if any or interest on, any such Security  following the
reinstatement of its obligations,  the Company shall be subrogated to the rights
of the Holders of such  Securities  to receive  such  payment  from the cash and
Government Obligations held by the Trustee or Paying Agent.

Section 1407.  Effect on Subordination Provisions.

         Unless  otherwise  expressly  provided  pursuant  to  Section  301 with
respect  to  any  series  of   Subordinated   Securities,   the  provisions  for
subordination of such  Subordinated  Securities  contemplated by Article Sixteen
hereof are hereby  expressly made subject to the provisions for satisfaction and
discharge set forth in Article Four hereof and the provisions for defeasance and
covenant  defeasance set forth in this Article Fourteen and,  anything herein to
the contrary  notwithstanding,  upon the  effectiveness of such satisfaction and
discharge pursuant to Article Four or any such defeasance or covenant defeasance
pursuant  to  this  Article  Fourteen  with  respect  to  any  Securities,  such
Securities  shall thereupon  cease to be so subordinated  and shall no longer be
subject  to  the  subordination   provisions  applicable  thereto  and,  without
limitation  to the  foregoing,  all  monies,  Government  Obligations  and other
securities or property deposited with the Trustee (or other qualifying  trustee)
in trust in  connection  with such  satisfaction  and  discharge,  defeasance or
covenant  defeasance,  as the case may be,  and all  proceeds  therefrom  may be
applied to pay the principal of, premium, if any, and interest,  if any, on, and
Additional Amounts, if any, with respect to such Securities as and when the same
shall become due and payable  notwithstanding  the  provisions  contemplated  by
Article Sixteen hereof.

                                      -92-

<PAGE>


                                 ARTICLE FIFTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

Section 1501.  Purposes for Which Meetings May Be Called.

         A meeting of Holders of  Securities  of any 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 Act
provided by this  Indenture to be made,  given or taken by Holders of Securities
of such series.

Section 1502.  Call, Notice and Place of Meetings.

         (1) 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, if
Securities  of such  series  have  been  issued  in whole  or in part as  Bearer
Securities,  in London or in such place outside the United States 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.

         (2) In  case  at any  time  the  Company  (by or  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  mailed
notice of or made the first  publication of the notice of such meeting within 21
days after  receipt of such  request  (whichever  shall be required  pursuant to
Section 106) 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, if Securities of
such series are to be issued as Bearer  Securities,  in London for such  meeting
and may call such meeting for such purposes by giving notice thereof as provided
in clause (1) 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 (1) a Holder of one or more Outstanding  Securities of
such series,  or (2) a

                                      -93-

<PAGE>


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.

         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,  however, 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  after 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 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(l), 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 an 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.

         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 only by the affirmative  vote of the Holders
of a majority in principal amount of the Outstanding  Securities of that series;
provided,  however,  that,  except as limited by the proviso to Section 902, any
resolution with respect to any consent or waiver which this Indenture  expressly
provides  may be given by the Holders of not less than 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  convened
and at which a quorum is present as aforesaid  only by the  affirmative  vote of
the Holders of at least such  specified  percentage  in principal  amount of the
Outstanding Securities of that series.

                                      -94-

<PAGE>


         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  Coupons
appertaining thereto, whether or not such Holders were present or represented at
the meeting.

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

         (1) Notwithstanding any other provisions of this Indenture, the Trustee
may make such reasonable regulations as it may deem advisable for any meeting of
Holders  of  Securities  of such  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.

         (2) The Trustee shall, by an instrument in writing, appoint a temporary
chairman  of the  meeting,  unless the  meeting  shall  have been  called by the
Company or by Holders of  Securities  as provided in Section  1502(2),  in which
case the Company or the Holders of Securities of the series calling the meeting,
as the case  may be,  shall in like  manner  appoint  a  temporary  chairman.  A
permanent chairman and a permanent  secretary of the meeting shall be elected by
vote of the  Persons  entitled  to vote a majority  in  principal  amount of the
Outstanding Securities of such series represented at the meeting.

         (3) 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 Securities of
such series held or represented by him; provided, however, that no vote shall be
cast or counted at any  meeting in  respect of any  Security  challenged  as not
Outstanding and ruled by the chairman of the meeting to be not  Outstanding.  If
the Securities of such series are issuable in minimum denominations of less than
$1,000,  then a Holder of such a  Security  in a  principal  amount of less than
$1,000  shall  be  entitled  to a  fraction  of one  vote  which is equal to the
fraction  that the  principal  amount  of such  Security  bears to  $1,000.  The
chairman  of the  meeting  shall have no right to vote,  except as a Holder of a
Security of such series or proxy.

         (4) 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

                                      -95-

<PAGE>


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  triplicate of all votes cast at the meeting.  A record,  at least in
triplicate,  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 facts  setting  forth a copy of the notice of the  meeting and
showing  that said  notice  was  given as  provided  in  Section  1502  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 latter 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.

                                      -96-

<PAGE>


                                 ARTICLE SIXTEEN

                           SUBORDINATION OF SECURITIES

Section 1601.  Securities Subordinate to Senior Indebtedness.

         The Company covenants and agrees,  and each Holder of a Security of any
series, by his acceptance thereof, likewise covenants and agrees, that solely to
the  extent  and in the manner  set forth in an  indenture  supplemental  hereto
pursuant  to  Section  301(21)  hereof,  the  indebtedness  represented  by  the
Securities of such series and the payment of principal of (and premium,  if any)
and interest on each or all of the  Securities  of such series will be expressly
made subordinate and subject in right of payment to the prior payment in full of
all Senior Indebtedness.

                                      -97-

<PAGE>


                                ARTICLE SEVENTEEN

                        SECURITIES IN FOREIGN CURRENCIES

Section 1701.  Applicability of Article.

                  Whenever  this  Indenture  provides  for any  distribution  to
Holders  of  Securities  of any series in which not all of such  Securities  are
denominated  in the  same  Currency,  in the  absence  of any  provision  to the
contrary in or pursuant to this Indenture or the Securities of such series,  any
amount in respect of any Security  denominated  in a Currency other than Dollars
shall be treated for any such  distribution as that amount of Dollars that could
be obtained for such amount on such  reasonable  basis of exchange and as of the
record date with respect to  Registered  Securities  of such series (if any) for
such  distribution  (or, if there shall be no applicable record date, such other
date reasonably  proximate to the date of such  distribution) as the Company may
specify in a written  notice to the Trustee  or, in the absence of such  written
notice, as the Trustee may determine.

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

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

                                      -98-

<PAGE>


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


                                             SOLA INTERNATIONAL INC.


                                             By: /s/ Steven M. Neil
                                                 -------------------------------
                                                 Steven M. Neil
                                                 Executive Vice President, Chief
                                                   Financial Officer, Treasurer
                                                   and Secretary

[CORPORATE SEAL]


Attest:

By: /s/ Theodore Gioia
    --------------------------
    Vice President


                                            STATE STREET BANK AND TRUST
                                            COMPANY OF CALIFORNIA, N.A., Trustee



                                            By: /s/ Joni Frederick
                                                 -------------------------------
                                                Authorized Signatory

                                      -99-