NYMAGIC INC
EX. 10.32
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>nym-5504957.txt
<DESCRIPTION>EX. 10.32
<TEXT>


                                                                   Exhibit 10.32

================================================================================



                                 NYMAGIC, INC.,
                                     Issuer


                                       and


                            WILMINGTON TRUST COMPANY,
                                     Trustee


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

                                    INDENTURE

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


                           Dated as of March 11, 2004


                             Senior Debt Securities



================================================================================



<PAGE>


                         Reconciliation and tie between
             Trust Indenture Act of 1939 (the "Trust Indenture Act")
                                  and Indenture


<TABLE>
<CAPTION>


   Trust Indenture
     Act Section                                                               Indenture Section
---------------------                                                       -----------------------

<S>                                                                                     <C>
Section 310(a)(1)              ..................................................       608
     (a)(2)                    ..................................................       608
     (b)                       ..................................................       609
Section 312(a)                 ..................................................       701
     (b)                       ..................................................       702
     (c)                       ..................................................       702
Section 313(a)                 ..................................................       703
     (b)(2)                    ..................................................       703
     (c)                       ..................................................       703
     (d)                       ..................................................       703
Section 314(a)                 ..................................................       704
     (c)(1)                    ..................................................       102
     (c)(2)                    ..................................................       102
     (e)                       ..................................................       102
     (f)                       ..................................................       102
Section 315(a)                 ..................................................       601
     (b)                       ..................................................       105, 603
     (c)                       ..................................................       601
     (d)                       ..................................................       601
     (e)                       ..................................................       515
Section 316(a) (last sentence) ..................................................       101
     (a)(1)(A)                 ..................................................       502, 512
     (a)(1)(B)                 ..................................................       513
     (b)                       ..................................................       508
Section 317(a)(1)              ..................................................       503
     (a)(2)                    ..................................................       504
     (b)                       ..................................................       1003
Section 318(a)                 ..................................................       108
</TABLE>


_____________________________

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


                                       i
<PAGE>


<TABLE>
<CAPTION>


                                TABLE OF CONTENTS

                                                                                          Page
                                                                                          ----


                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

<S>            <C>                                                                          <C>
Section 101.   Definitions...................................................................1
Section 102.   Compliance Certificates and Opinions.........................................10
Section 103.   Form of Documents Delivered to Trustee.......................................11
Section 104.   Acts of Holders..............................................................11
Section 105.   Notices, etc. to Trustee and Company.........................................13
Section 106.   Notice to Holders of Securities; Waiver......................................13
Section 107.   Language of Notices..........................................................14
Section 108.   Conflict with Trust Indenture Act............................................14
Section 109.   Effect of Headings and Table of Contents.....................................14
Section 110.   Successors and Assigns.......................................................14
Section 111.   Separability Clause..........................................................15
Section 112.   Benefits of Indenture........................................................15
Section 113.   Governing Law................................................................15
Section 114.   Legal Holidays...............................................................15
Section 115.   Counterparts.................................................................15
Section 116.   Judgment Currency............................................................15
Section 117.   Extension of Payment Dates...................................................16
Section 118.   Immunity of Stockholders, Directors, Officers and Agents of the Company......16


                                   ARTICLE TWO

                                SECURITIES FORMS

Section 201.   Forms Generally..............................................................16
Section 202.   Form of Trustee's Certificate of Authentication..............................17
Section 203.   Securities in Global Form....................................................17


                                  ARTICLE THREE

                                 THE SECURITIES

Section 301.   Amount Unlimited; Issuable in Series.........................................18
Section 302.   Currency; Denominations......................................................22
Section 303.   Execution, Authentication, Delivery and Dating...............................23
Section 304.   Temporary Securities.........................................................24
Section 305.   Registration, Transfer and Exchange..........................................25
</TABLE>


                                       i
<PAGE>


<TABLE>
<CAPTION>

<S>            <C>                                                                          <C>
Section 306.   Mutilated, Destroyed, Lost and Stolen Securities.............................29
Section 307.   Payment of Interest and Certain Additional Amounts; Rights to Interest
               and Certain Additional Amounts Preserved.....................................30
Section 308.   Persons Deemed Owners........................................................32
Section 309.   Cancellation.................................................................32
Section 310.   Computation of Interest......................................................33


                                  ARTICLE FOUR

                     SATISFACTION AND DISCHARGE OF INDENTURE

Section 401.   Satisfaction and Discharge...................................................33
Section 402.   Defeasance and Covenant Defeasance...........................................35
Section 403.   Application of Trust Money...................................................39
Section 404.   Reinstatement................................................................40


                                  ARTICLE FIVE

                                    REMEDIES

Section 501.   Events of Default............................................................40
Section 502.   Acceleration of Maturity; Rescission and Annulment...........................42
Section 503.   Collection of Indebtedness and Suits for Enforcement by Trustee..............44
Section 504.   Trustee May File Proofs of Claim.............................................44
Section 505.   Trustee May Enforce Claims without Possession of Securities or Coupons.......45
Section 506.   Application of Money Collected...............................................45
Section 507.   Limitations on Suits.........................................................46
Section 508.   Unconditional Right of Holders to Receive Principal and any Premium,
               Interest and Additional Amounts..............................................47
Section 509.   Restoration of Rights and Remedies...........................................47
Section 510.   Rights and Remedies Cumulative...............................................47
Section 511.   Delay or Omission Not Waiver.................................................47
Section 512.   Control by Holders of Securities.............................................48
Section 513.   Waiver of Past Defaults......................................................48
Section 514.   Waiver of Usury, Stay or Extension Laws......................................48
Section 515.   Undertaking for Costs........................................................49


                                   ARTICLE SIX

                                   THE TRUSTEE

Section 601.   Duties of Trustee............................................................49
Section 602.   Certain Rights of Trustee....................................................49
Section 603.   Notice of Defaults...........................................................51
</TABLE>


                                       ii
<PAGE>


<TABLE>
<CAPTION>

<S>            <C>                                                                          <C>
Section 604.   Not Responsible for Recitals or Issuance of Securities.......................52
Section 605.   May Hold Securities..........................................................52
Section 606.   Money Held in Trust..........................................................52
Section 607.   Compensation and Reimbursement...............................................52
Section 608.   Corporate Trustee Required; Eligibility......................................53
Section 609.   Resignation and Removal; Appointment of Successor............................53
Section 610.   Acceptance of Appointment by Successor.......................................55
Section 611.   Merger, Conversion, Consolidation or Succession to Business..................56
Section 612.   Appointment of Authenticating Agent..........................................56


                                  ARTICLE SEVEN

                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY


Section 701.   Company to Furnish Trustee Names and Addresses of Holders....................58
Section 702.   Preservation of Information; Communications to Holders.......................59
Section 703.   Reports by Trustee...........................................................59
Section 704.   Reports by Company...........................................................59


                                  ARTICLE EIGHT

                         CONSOLIDATION, MERGER AND SALES

Section 801.   Company May Consolidate, Etc., Only on Certain Terms.........................60
Section 802.   Successor Person Substituted for Company.....................................61


                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

Section 901.   Supplemental Indentures without Consent of Holders...........................61
Section 902.   Supplemental Indentures with Consent of Holders..............................63
Section 903.   Execution of Supplemental Indentures.........................................64
Section 904.   Effect of Supplemental Indentures............................................64
Section 905.   Reference in Securities to Supplemental Indentures...........................65
Section 906.   Conformity with Trust Indenture Act..........................................65


                                   ARTICLE TEN

                                    COVENANTS

Section 1001.  Payment of Principal, Premium, Interest and Additional Amounts...............65
Section 1002.  Maintenance of Office or Agency..............................................65
Section 1003.  Money for Securities Payments to Be Held in Trust............................67
</TABLE>


                                      iii
<PAGE>


<TABLE>
<CAPTION>

<S>            <C>                                                                          <C>
Section 1004.  Additional Amounts...........................................................68
Section 1005.  Corporate Existence..........................................................69
Section 1006.  Maintenance of Properties....................................................70
Section 1007.  Payment of Taxes and Other Claims............................................70
Section 1008.  Waiver of Certain Covenants..................................................68
Section 1009.  Company Statement as to Compliance...........................................68


                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

Section 1101.  Applicability of Article.....................................................71
Section 1102.  Election to Redeem; Notice to Trustee........................................71
Section 1103.  Selection by Trustee of Securities to be Redeemed............................71
Section 1104.  Notice of Redemption.........................................................72
Section 1105.  Deposit of Redemption Price..................................................73
Section 1106.  Securities Payable on Redemption Date........................................74
Section 1107.  Securities Redeemed in Part..................................................75


                                 ARTICLE TWELVE

                                  SINKING FUNDS

Section 1201.  Applicability of Article.....................................................75
Section 1202.  Satisfaction of Sinking Fund Payments with Securities........................76
Section 1203.  Redemption of Securities for Sinking Fund....................................76


                                ARTICLE THIRTEEN

                       REPAYMENT AT THE OPTION OF HOLDERS

Section 1301.  Applicability of Article.....................................................77


                                ARTICLE FOURTEEN

                        SECURITIES IN FOREIGN CURRENCIES

Section 1401.  Applicability of Article.....................................................77
</TABLE>


                                       iv
<PAGE>


<TABLE>
<CAPTION>

<S>            <C>                                                                          <C>
                                 ARTICLE FIFTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

Section 1501.  Purposes for Which Meetings May Be Called....................................78
Section 1502.  Call, Notice and Place of Meetings...........................................78
Section 1503.  Persons Entitled to Vote at Meetings.........................................78
Section 1504.  Quorum; Action...............................................................79
Section 1505.  Determination of Voting Rights; Conduct and Adjournment of Meetings..........80
Section 1506.  Counting Votes and Recording Action of Meetings..............................80
</TABLE>


                                       v
<PAGE>


        INDENTURE,  dated  as of  March  11,  2004  (the  "Indenture"),  between
NYMAGIC,  INC., a corporation  duly organized and existing under the laws of the
State of New York  (hereinafter  called the  "Company"),  having  its  principal
executive  office  located at 919 Third Avenue,  New York,  New York 10017,  and
WILMINGTON  TRUST COMPANY,  a Delaware banking company  (hereinafter  called the
"Trustee"), not in its individual capacity, but solely as Trustee.

                                    RECITALS

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

        The Company  has duly  authorized  the  execution  and  delivery of this
Indenture.  All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

        This Indenture is subject to the  provisions of the Trust  Indenture Act
of 1939,  as  amended,  and the  rules and  regulations  of the  Securities  and
Exchange Commission  promulgated thereunder that are required to be part of this
Indenture and, to the extent applicable, shall be governed by such provisions.

        NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

        Section 101 Definitions.

        Except as otherwise  expressly provided in or pursuant to this Indenture
or unless the context otherwise requires, for all purposes of this Indenture:

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

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

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


                                       1
<PAGE>


                (4) the words "herein,"  "hereof,"  "hereto" 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;

                (5) the word "or" is always used inclusively  (for example,  the
        phrase  "A or B"  means "A or B or  both,"  not  "either  A or B but not
        both");

                (6) provisions apply to successive events and transactions;

                (7) the term "merger"  includes a statutory  share  exchange and
        the terms "merge" and "merged" have correlative meanings;

                (8) the masculine  gender  includes the feminine and the neuter;
        and

                (9)  references  to  agreements  and other  instruments  include
        subsequent amendments and supplements thereto.

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

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

        "Additional  Amounts" means any additional amounts which are required by
this Indenture or by any Security,  or by the terms of any Security  established
pursuant to Section 301, under circumstances  specified herein or therein, to be
paid by the  Company  in  respect of certain  taxes,  duties,  levies,  imposts,
assessments or other governmental charges imposed on Holders specified herein or
therein.

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

        "Authenticating  Agent"  means  any  Person  authorized  by the  Trustee
pursuant  to  Section  612 to act on  behalf  of  the  Trustee  to  authenticate
Securities of one or more series.

        "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 not Business Days 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  place  meeting  the
foregoing requirements and in each case on any 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, to the extent permitted by law.


                                       2
<PAGE>


        "Board of  Directors"  means,  with respect to any Person,  the board of
directors of such Person or any  committee of that board duly  authorized to act
generally  or in any  particular  respect  for such  Person.  The term "board of
directors"  means,  with  respect to any Person,  the board of directors of such
Person and does not include committees of the board of directors.

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

        "Business  Day" means,  unless  otherwise  specified with respect to the
Securities of any series pursuant to Section 301, any day other than a Saturday,
Sunday or other day on which banking institutions in Wilmington, Delaware or The
City of New York are  authorized  or obligated by law,  regulation  or executive
order to close;  provided  that such term shall mean,  when used with respect to
any payment of principal  of, or premium or interest,  if any, on, or Additional
Amounts with respect to, the Securities of any series to be made at any Place of
Payment for such Securities,  unless otherwise specified pursuant to Section 301
with respect to such Securities,  any day other than a Saturday, Sunday or other
day on which  banking  institutions  in such Place of Payment are  authorized or
obligated by law, regulation or executive order to close.

        "Capital  Stock" means with  respect to any Person,  any and all shares,
interests,  participations,  rights or other equivalents (however designated) in
the equity of such Person (including,  without limitation, (i) with respect to a
corporation,  common stock,  preferred  stock and any other capital stock,  (ii)
with  respect  to a  partnership,  partnership  interests  (whether  general  or
limited),  and (iii)  with  respect  to a  limited  liability  company,  limited
liability company interests).

        "Commission" means the Securities and Exchange Commission,  as from time
to time  constituted,  or, if at any time after the execution of this  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.

        "Common Stock"  includes any stock of any class of the Company which has
no preference in respect of dividends or of amounts  payable in the event of any
voluntary or involuntary  liquidation,  dissolution or winding up of the Company
and which is not subject to redemption by the Company.

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

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


                                       3
<PAGE>


        "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 or
(ii) any currency  unit or composite  currency 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 this Indenture is
located at 1100 North Market Street, Wilmington, Delaware, 19890-1615 Attention:
Corporate Trust  Administration or (B) for purposes of Section 1002,  "Corporate
Trust  Office"  means the  principal  corporate  trust  office of the Trustee as
specified in clause (A) or 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 this  Indenture is located
in the Borough of Manhattan, The City of New York.

        "Corporation" includes corporations, partnerships, associations, limited
liability  companies  and  other  companies,   and  business  trusts.  The  term
"corporation"   means  a   corporation   and  does  not  include   partnerships,
associations, limited liability companies or other companies or business trusts.

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

        "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, CUSIP Service Bureau.

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

        "Depository"  means,  with respect to any Security issuable or issued in
the form of one or more global  Securities,  the Person designated as depository
by the Company in or pursuant to this Indenture,  and, unless otherwise provided
with respect to any Security, any successor to such Person. If at any time there
is more than one such  Person,  "Depository"  shall  mean,  with  respect to any
Securities,  the  depository  which  has been  appointed  with  respect  to such
Securities.

        "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.

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

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


                                       4
<PAGE>


        "Foreign  Currency"  means  any  currency,  currency  unit or  composite
currency 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
government.

        "GAAP" and  "generally  accepted  accounting  principles"  mean,  unless
otherwise specified with respect to any series of Securities pursuant to Section
301,  such  accounting  principles  generally  accepted in the United  States of
America as of the date or time of any computation required hereunder.

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

        "Indebtedness"  of  a  Person  means,  without  duplication,  (i)  every
obligation  of such Person for money  borrowed,  (ii) every  obligation  of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
every reimbursement obligation of such Person with respect to letters of credit,
bankers'  acceptances  or  similar  facilities  issued  for the  account of such
Person,  and (iv) every  obligation of the type referred to in to in clauses (i)
through  (iii)  above of  another  Person the  payment of which such  Person has
guaranteed or is responsible or liable for, directly or indirectly,  as obligor,
guarantor or otherwise (but only, in the case of this clause, to the extent such
Person  has  guaranteed  or is  responsible  or  liable  for such  obligations).
Notwithstanding  the  foregoing,  the term  "Indebtedness  shall not include the
obligations of any Restricted Subsidiaries of the Company under any insurance or
reinsurance policy, agreement or arrangement.

        "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, with respect to any Security,  by the terms and provisions of such Security
and any Coupon appertaining thereto established pursuant to Section 301 (as such
terms and


                                       5
<PAGE>


provisions  may be  amended  pursuant  to  the  applicable  provisions  hereof),
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  pursuant to
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" means a Security the terms of which provide that the
principal amount thereof payable at Stated Maturity may be more or less than the
principal face amount thereof at original issuance.

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

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

        "Judgment Currency" has the meaning specified in Section 116.

        "Maturity,"  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 provided in or pursuant to this Indenture or such  Security,  whether
at the Stated Maturity or by declaration of acceleration, upon redemption at the
option of the Company,  upon repurchase or repayment at the option of the Holder
or otherwise,  and includes a Redemption Date for such Security and a date fixed
for the repurchase or repayment of such Security at the option of the Holder.

        "New York Banking Day" has the meaning specified in Section 116.

        "Office" or "Agency," with respect to any Securities, means an office or
agency of the Company  maintained  or  designated in 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, the
Chief  Executive  Officer,  the  President  or a  Vice  President,  and  by  the
Treasurer,  an Assistant  Treasurer,  the Secretary or an Assistant Secretary of
the Company,  that complies with the requirements of Section 314(e) of the Trust
Indenture Act and is 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 other  counsel who shall be reasonably
acceptable  to the  Trustee,  that,  if  required  by the Trust  Indenture  Act,
complies with the requirements of Section 314(e) of the Trust Indenture Act.


                                       6
<PAGE>


        "Original  Issue Discount  Security" means a Security issued pursuant to
this Indenture  which provides for an amount less than the principal face amount
thereof to be due and  payable  upon  declaration  of  acceleration  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:

                (a)     any such Security  theretofore  cancelled by the Trustee
                        or the Security Registrar or delivered to the Trustee or
                        the Security Registrar for cancellation;

                (b)     any such  Security  for whose  payment  at the  Maturity
                        thereof money in the necessary amount (or, to the extent
                        that such Security is payable at such Maturity in shares
                        of Common Stock or other securities or property,  Common
                        Stock  or  such  other  securities  or  property  in the
                        necessary amount, together with, if applicable,  cash in
                        lieu  of  fractional  shares  or  securities)  has  been
                        theretofore   deposited   pursuant  hereto  (other  than
                        pursuant to Section  402) 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,
                        provided  that, if such  Securities  are to be redeemed,
                        notice of such  redemption  has been duly given pursuant
                        to this Indenture or provision therefor  satisfactory to
                        the Trustee has been made;

                (c)     any such  Security with respect to which the Company has
                        effected  defeasance or covenant  defeasance pursuant to
                        Section  402,  except to the extent  provided in Section
                        402;

                (d)     any such  Security  which  has  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, unless there shall have been
                        presented to the Trustee proof  satisfactory  to it that
                        such Security is held by a bona fide  purchaser in whose
                        hands  such  Security  is  a  valid  obligation  of  the
                        Company; and

                (e)     any such Security converted or exchanged as contemplated
                        by this Indenture into Common Stock or other  securities
                        or property,  if the terms of such Security  provide for
                        such conversion or exchange pursuant to Section 301;

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


                                       7
<PAGE>


amount of the  principal  thereof  that  pursuant to the terms of such  Original
Issue  Discount  Security  would be declared (or shall have been declared to be)
due and payable upon a declaration of acceleration  thereof  pursuant to Section
502 at the time of such  determination,  and (ii) the  principal  amount  of any
Indexed Security that may be counted in making such determination and that shall
be deemed  Outstanding  for such purpose  shall be equal to the  principal  face
amount of such Indexed Security at original issuance,  unless otherwise provided
in or pursuant to this Indenture,  and (iii) the principal  amount of a Security
denominated  in  a  Foreign   Currency  that  may  be  counted  in  making  such
determination  and that shall be deemed  Outstanding  for such purposes 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 such other  obligor  shall be
disregarded  and deemed  not to be  Outstanding,  except  that,  in  determining
whether the  Trustee  shall be  protected  in making any such  determination  or
relying upon any such request, demand, authorization, direction, notice, consent
or waiver,  only Securities which a Responsible  Officer of the Trustee knows to
be so owned shall be so  disregarded.  Securities so owned which shall have been
pledged in good faith may be regarded as Outstanding if the pledgee  establishes
to the  satisfaction  of the  Trustee  (A) the  pledgee's  right  so to act with
respect to such  Securities  and (B) that the  pledgee is not the Company or any
other  obligor upon the  Securities  or any Coupons  appertaining  thereto or an
Affiliate (other than a trust) of the Company or such other obligor.

        "Paying  Agent"  means any Person  authorized  by the Company to pay the
principal  of, or any premium or interest  on, or any  Additional  Amounts  with
respect to, any Security or any Coupon on behalf of the Company.

        "Person" and "person" mean any individual,  corporation,  joint venture,
joint-stock  company,  trust,  unincorporated  organization or government or any
agency or political subdivision thereof.

        "Place of  Payment,"  with respect to any  Security,  means the place or
places where the principal of, or any premium or interest on, or any  Additional
Amounts with respect to such  Security are payable as provided in or pursuant to
this Indenture or such Security.

        "Predecessor  Security" of any particular  Security means every previous
Security  evidencing all or a portion of the same indebtedness 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 lost, destroyed, mutilated or stolen Security or any Security to which
a mutilated,  destroyed,  lost or stolen  Coupon  appertains  shall be deemed to
evidence  the same  indebtedness  as the lost,  destroyed,  mutilated  or stolen
Security or the Security to which a mutilated,  destroyed, lost or stolen Coupon
appertains.

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


                                       8
<PAGE>


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

        "Registered Security" means any Security established pursuant to Section
201 which is registered in the Security Register.

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

        "Required Currency" has the meaning specified in Section 116.

        "Responsible  Officer" means any officer of the Trustee in its Corporate
Trust  Office and also  means,  with  respect to a  particular  corporate  trust
matter,  any other  officer or  employee  of the  Trustee to whom such matter is
referred  because of his or her knowledge of and familiarity with the particular
subject.

        "Restricted  Subsidiary"  means  any  Subsidiary  of  the  Company  that
satisfies the criteria for a "significant subsidiary" as defined in Rule 1-02(w)
of Regulation S-X under the Exchange Act.

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

        "Security"  or  "Securities"  means  any note or  notes,  bond or bonds,
debenture or debentures, or any other evidences of indebtedness, as the case may
be, 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 any 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.

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

        "Stated  Maturity,"  with respect to any Security or any  installment of
principal  thereof or interest  thereon or any  Additional  Amounts with respect
thereto,  means the date  established  by or pursuant to this  Indenture or such
Security  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.

        "Subsidiary"  of a  Person  means  any  corporation,  limited  liability
company, partnership, joint venture, trust or estate of which (or in which) more
than 50% of (i) the issued and outstanding  Capital Stock having ordinary voting
power  to  elect a  majority  of the  Board  of  Directors  of such  corporation
(irrespective of whether at the time capital stock of any other class


                                       9
<PAGE>


or  classes  of such  corporation  will or  might  have  voting  power  upon the
occurrence of any  contingency),  (ii) the interest in the capital or profits of
such  limited  liability  company,  partnership  or joint  venture  or (iii) the
beneficial  interest  in such  trust  or  estate,  is at the  time  directly  or
indirectly owned or controlled by such Person, by such Person and one or more of
its other  Subsidiaries  or by one or more of such Person's other  Subsidiaries,
and a Subsidiary means any one of them.

        "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended,
and any reference  herein to the Trust  Indenture Act or a particular  provision
thereof  shall  mean such Act or  provision,  as the case may be, as  amended or
replaced  from  time to time or as  supplemented  from  time to time by rules or
regulations adopted by the Commission under or in furtherance of the purposes of
such Act or provision, as the case may be.

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

        "United  States,"  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;  and the term  "United  States of
America" means the United States of America.

        "United States  Alien,"  except as otherwise  provided in or pursuant to
this Indenture or any Security,  means any Person who, for United States Federal
income tax purposes, is a foreign corporation,  a non-resident alien individual,
a  non-resident  alien  fiduciary  of a foreign  estate  or trust,  or a foreign
partnership  one or more of the members of which is, for United  States  Federal
income tax purposes, a foreign corporation, a non-resident alien individual or a
non-resident alien fiduciary of a foreign estate or trust.

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

        Section 102. Compliance Certificates and Opinions.

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


                                       10
<PAGE>


        Section 103. Form of Documents Delivered to Trustee.

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

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

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

        Section 104. Acts of Holders.

        (1) Any request,  demand,  authorization,  direction,  notice,  consent,
waiver or other  action  provided by or pursuant to this  Indenture  to be made,
given  or taken by  Holders  may be  embodied  in and  evidenced  by one or more
instruments of  substantially  similar tenor signed by such Holders in person or
by an agent 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  or record or both are delivered to the Trustee
and, where it is hereby expressly required,  to the Company.  Such instrument or
instruments and any such record (and the action  embodied  therein and evidenced
thereby) are herein  sometimes  referred to as the "Act" of the Holders  signing
such  instrument  or  instruments  or so  voting at any such  meeting.  Proof of
execution of any such  instrument or of a writing  appointing any such agent, or
of the holding by any Person of a Security,  shall be sufficient for any purpose
of this  Indenture  and  (subject  to Section  315 of the Trust  Indenture  Act)
conclusive  in favor of the Trustee and the Company and any agent of the Trustee
or the Company,  if made in the manner  provided in this Section.  The record of
any meeting of Holders of Securities  shall be proved in the manner  provided in
Section 1506.


                                       11
<PAGE>


        Without  limiting the generality of this Section 104,  unless  otherwise
provided in or pursuant to this Indenture, a Holder, including a Depository that
is a Holder of a global Security, may make, give or take, by a proxy or proxies,
duly  appointed  in writing,  any  request,  demand,  authorization,  direction,
notice,  consent,  waiver or other Act provided in or pursuant to this Indenture
or the Securities to be made,  given or taken by Holders,  and a Depository that
is a Holder  of a global  Security  may  provide  its  proxy or  proxies  to the
beneficial  owners  of  interests  in any  such  global  Security  through  such
Depository's standing instructions and customary practices.

        (2) The  fact  and  date of the  execution  by any  Person  of any  such
instrument or writing may be proved in any  reasonable  manner which the Trustee
deems sufficient and in accordance with such reasonable rules as the Trustee may
determine;  and the  Trustee  may in any  instance  require  further  proof with
respect to any of the matters referred to in this Section.

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

        (4) The  ownership,  principal  amount  and  serial  numbers  of  Bearer
Securities held by any Person,  and the date of the commencement and the date of
the  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 produced to the Trustee by some other Person,  or (3) such Bearer Security is
surrendered in exchange for a Registered  Security,  or (4) such Bearer Security
is no longer Outstanding. The 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.

        (5) If the Company  shall  solicit  from the  Holders of any  Registered
Securities  any request,  demand,  authorization,  direction,  notice,  consent,
waiver or other Act, the Company may at its option (but is not obligated to), by
Board Resolution,  fix in advance a record date for the determination of Holders
of Registered Securities entitled to give such request,  demand,  authorization,
direction, notice, consent, waiver or other Act. If such a record date is fixed,
such request, demand, authorization, direction, notice, consent, waiver or other
Act may be given  before or after  such  record  date,  but only the  Holders of
Registered  Securities  of record at the close of  business  on such record date
shall be deemed to be Holders for the purpose of determining  whether Holders of
the requisite proportion of Outstanding  Securities have authorized or agreed or
consented to such request, demand,  authorization,  direction,  notice, consent,
waiver or other Act, and for that purpose the  Outstanding  Securities  shall be
computed


                                       12
<PAGE>


as of such  record  date;  provided  that no such  authorization,  agreement  or
consent by the Holders of Registered Securities shall be deemed effective unless
it shall become effective pursuant to the provisions of this Indenture not later
than six months after the record date.

        (6) Any request,  demand,  authorization,  direction,  notice,  consent,
waiver or other Act by 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 or suffered to be done by the  Trustee,  any  Security
Registrar,  any Paying Agent or the Company in reliance thereon,  whether or not
notation of such Act is made upon such Security.

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

        Any request, demand,  authorization,  direction, notice, consent, waiver
or other  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 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

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

        Section 106. Notice to Holders of Securities; Waiver.

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

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

                (2) such notice shall be sufficiently given to Holders of Bearer
        Securities,  if any, if published in an Authorized Newspaper in The City
        of New York  and,  if such  Securities  are  then  listed  on any  stock
        exchange outside the United States,  in an Authorized  Newspaper in such
        city as the Company shall advise the Trustee that such stock exchange so
        requires,  on a Business Day at least twice,  the first such publication
        to be not earlier than the earliest date and the second such publication
        not later than the latest date prescribed for the giving of such notice.

        In any case where notice to Holders of Registered Securities is given by
mail,  neither the failure to mail such notice,  nor any defect in any notice so
mailed, to any particular Holder of a


                                       13
<PAGE>


Registered  Security shall affect the sufficiency of such notice with respect to
other  Holders of  Registered  Securities  or the  sufficiency  of any notice to
Holders of Bearer  Securities  given as  provided  herein.  Any notice  which is
mailed in the manner herein provided shall be conclusively presumed to have been
duly given or provided.  In the 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  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.

        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  of  Securities  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. Language of Notices.

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

        Section 108. Conflict with Trust Indenture Act.

        If any provision  hereof limits,  qualifies or conflicts with any duties
under any  required  provision  of the Trust  Indenture  Act  imposed  hereon by
Section 318(c) thereof, such required provision shall control.

        Section 109. Effect of Headings and Table of Contents.

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

        Section 110. Successors and Assigns.

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


                                       14
<PAGE>


        Section 111. 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, to the fullest  extent
permitted by law, in any way be affected or impaired thereby.

        Section 112. 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 and their  successors  hereunder and the Holders of
Securities or Coupons,  any benefit or any legal or equitable  right,  remedy or
claim under this Indenture.

        Section 113. Governing Law.

        This Indenture,  the Securities and any Coupons shall be governed by and
construed in  accordance  with the laws of the State of New York  applicable  to
agreements made or instruments entered into and, in each case, performed in said
State.

        Section 114. Legal Holidays.

        Unless  otherwise  specified  in or  pursuant to this  Indenture  or any
Securities,  in any case where any Interest  Payment  Date,  Stated  Maturity or
Maturity  of, or any other day on which a payment  is due with  respect  to, any
Security  shall be a day which is not a  Business  Day at any Place of  Payment,
then (notwithstanding any other provision of this Indenture, any Security or any
Coupon  other  than a  provision  in any  Security  or  Coupon  or in the  Board
Resolution,  Officers'  Certificate or supplemental  indenture  establishing the
terms of any Security that  specifically  states that such provision shall apply
in lieu hereof)  payment need not be made at such Place of Payment on such date,
but such payment may be made on the next  succeeding  day that is a Business Day
at such  Place of  Payment  with the same  force  and  effect  as if made on the
Interest  Payment Date, at the Stated  Maturity or Maturity or on any such other
payment  date,  as the case may be, and no interest  shall  accrue on the amount
payable on such date or at such time for the period from and after such Interest
Payment Date,  Stated Maturity,  Maturity or other payment date, as the case may
be, to the next succeeding Business Day.

        Section 115. Counterparts.

        This  Indenture may be executed in several  counterparts,  each of which
shall be an  original  and all of which  shall  constitute  but one and the same
instrument.

        Section 116. Judgment Currency.

        The Company agrees,  to the fullest extent that it may effectively do so
under  applicable law, that (a) if for the purpose of obtaining  judgment in any
court it is necessary to convert the sum due in respect of the  principal of, or
premium or interest,  if any, or  Additional  Amounts on the  Securities  of any
series (the  "Required  Currency")  into a currency in which a judgment  will be
rendered (the "Judgment Currency"),  the rate of exchange used shall be the rate
at which in accordance with normal banking procedures the Trustee could purchase
in The City of New


                                       15
<PAGE>


York the Required  Currency  with the Judgment  Currency on the New York Banking
Day preceding that on which a final  unappealable  judgment is given and (b) its
obligations  under this Indenture to make payments in the Required  Currency (i)
shall not be discharged or satisfied by any tender,  or any recovery pursuant to
any judgment  (whether or not entered in  accordance  with clause  (a)),  in any
currency other than the Required Currency, except to the extent that such tender
or recovery shall result in the actual receipt, by the payee, of the full amount
of the Required  Currency  expressed to be payable in respect of such  payments,
(ii) shall be enforceable  as an  alternative or additional  cause of action for
the purpose of recovering in the Required  Currency the amount, if any, by which
such actual receipt shall fall short of the full amount of the Required Currency
so  expressed  to be payable and (iii)  shall not be affected by judgment  being
obtained  for any  other sum due  under  this  Indenture.  For  purposes  of the
foregoing,  "New York Banking Day" means any day except a Saturday,  Sunday or a
legal holiday in The City of New York or a day on which banking  institutions in
The City of New York are authorized or obligated by law, regulation or executive
order to be closed.  The  provisions of this Section 116 shall not be applicable
with respect to any payment due on a Security which is payable in Dollars.

        Section 117. Extension of Payment Dates.

        In the event that (i) the terms of any  Security or Coupon  appertaining
thereto  established in or pursuant to this Indenture  permit the Company or any
Holder  thereof to extend  the date on which any  payment  of  principal  of, or
premium,  if any, or interest,  if any, on, or Additional  Amounts, if any, with
respect to such  Security or Coupon is due and payable and (ii) the due date for
any such payment shall have been so extended,  then all references herein to the
Stated  Maturity of such payment (and all  references  of like import)  shall be
deemed to refer to the date as so extended.

        Section 118. 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.

                                  ARTICLE TWO

                                SECURITIES FORMS

        Section 201. Forms Generally.

        Each  Registered  Security,  Bearer  Security,  Coupon and  temporary or
permanent global Security issued pursuant to this Indenture shall be in the form
established by or pursuant to a


                                       16
<PAGE>


Board  Resolution and set forth in an Officers'  Certificate,  or established in
one  or  more  indentures  supplemental  hereto,  shall  have  such  appropriate
insertions,  omissions,  substitutions  and other  variations as are required or
permitted by or pursuant to this Indenture or any indenture  supplemental hereto
and may have such  letters,  numbers or other marks of  identification  and such
legends  or  endorsements  placed  thereon  as may,  consistently  herewith,  be
determined  by the officer of the Company  executing  such Security or Coupon as
evidenced by the execution of such Security or Coupon.

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

        Definitive   Securities  and   definitive   Coupons  shall  be  printed,
lithographed  or engraved or produced by any  combination  of these methods on a
steel engraved border or steel engraved  borders or may be produced in any other
manner,  all  as  determined  by  the  officer  of the  Company  executing  such
Securities  or Coupons,  as evidenced by the  execution  of such  Securities  or
Coupons.

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

        Subject to Section  612, the  Trustee's  certificate  of  authentication
shall be in substantially the following form:

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

                                   WILMINGTON TRUST COMPANY,
                                   not in its individual capacity, but solely
                                     as Trustee


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


        Section 203. Securities in Global Form.

        Unless  otherwise  provided  in or  pursuant  to this  Indenture  or any
Securities,  the Securities  shall not be issuable in global form. If Securities
of a series shall be issuable in temporary  or permanent  global form,  any such
Security may provide that it or any number of such  Securities  shall  represent
the  aggregate  amount of all  Outstanding  Securities  of such  series (or such
lesser  amount as is permitted by the terms  thereof) from time to time endorsed
thereon or reflected on the books and records of the Security  Registrar and may
also provide that the aggregate  amount of  Outstanding  Securities  represented
thereby may from time to time be increased or reduced to reflect exchanges.  Any
endorsement  of any  Security  in global  form to  reflect  the  amount,  or any
increase  or decrease  in the  amount,  or changes in the rights of Holders,  of
Outstanding  Securities  represented thereby shall be made in such manner and by
such Person or Persons as shall be specified  therein or pursuant to Section 301
with respect to such Security


                                       17
<PAGE>


or in the Company  Order to be  delivered  pursuant to Section 304 with  respect
thereto.  Subject to the provisions of Section 303 and, if  applicable,  Section
304, the Trustee  shall deliver and redeliver any Security in global form in the
manner and upon instructions given by the Person or Persons specified therein or
pursuant  to Section  301 with  respect to 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 instructions by the Company with respect to a
Security in global form shall be in writing  but need not be  accompanied  by or
contained in an Officers'  Certificate and need not be accompanied by an Opinion
of Counsel.  Notwithstanding the foregoing provisions of this paragraph,  in the
event a global Security is exchangeable for definitive Securities as provided in
Section 305, then,  unless  otherwise  provided in or pursuant to this Indenture
with respect to the  Securities  of such series,  the Trustee  shall deliver and
redeliver such global Security to the extent necessary to effect such exchanges,
shall  endorse  such global  Security to reflect any  decrease in the  principal
amount thereto  resulting from such exchanges and shall take such other actions,
all as contemplated by Section 305.

        Notwithstanding   the  provisions  of  Section  307,  unless   otherwise
specified  in or  pursuant  to this  Indenture  or any  Securities,  payment  of
principal of, any premium and interest on, and any Additional Amounts in respect
of any  Security  in  temporary  or  permanent  global 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 global  Security (i) in the case of a
global  Security  in  registered  form,  the Holder of such  global  Security in
registered  form, or (ii) in the case of a global  Security in bearer form,  the
Person or Persons specified pursuant to Section 301.


                                 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  Securities  to be  authenticated  and  delivered
hereunder,  there  shall be  established  in or  pursuant  to one or more  Board
Resolutions and set forth in an Officers' Certificate,  or established in one or
more indentures  supplemental hereto, prior to the issuance of any Securities of
a series,

                (1) the title of the Securities of such series;

                (2)  any  limit  upon  the  aggregate  principal  amount  of the
        Securities of such 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 such series  pursuant to Section  304,  305,  306, 905 or


                                       18
<PAGE>


        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 or property
        pursuant to its terms),  and if such series may be reopened from time to
        time for the  issuance  of  additional  Securities  of such series or to
        establish additional terms of such series;

                (3)  if  such  Securities  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  may be exchanged for
        Registered Securities and vice versa;

                (4) if any of such Securities are to be issuable in global form,
        when any of such  Securities  are to be  issuable in global form and (i)
        whether  such  Securities  are to be issued in  temporary  or  permanent
        global form or both, (ii) whether  beneficial owners of interests in any
        such global  Security may exchange such  interests for Securities of the
        same  series  and  of  like  tenor  and  of  any  authorized   form  and
        denomination,  and the circumstances  under which any such exchanges may
        occur,  if other than in the manner  specified in Section 305, (iii) the
        name of the Depository with respect to any such global Security and (iv)
        if applicable  and in addition to the Persons  specified in Section 305,
        the Person or Persons who shall be entitled to make any  endorsements on
        any such global Security and to give the instructions and take the other
        actions with respect to such global  Security  contemplated by the first
        paragraph of Section 203;

                (5) if any of  such  Securities  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);

                (6) if any of  such  Securities  are to be  issuable  as  Bearer
        Securities,  whether  interest  in respect of any portion of a temporary
        Bearer Security in global form payable in respect of an Interest Payment
        Date therefor prior to the exchange,  if any, of such  temporary  Bearer
        Security  for  definitive  Securities  shall  be  paid  to any  clearing
        organization  with  respect  to the  portion  of such  temporary  Bearer
        Security  held  for its  account  and,  in such  event,  the  terms  and
        conditions  (including any  certification  requirements)  upon which any
        such  interest  payment  received  by a  clearing  organization  will be
        credited to the Persons  entitled to interest  payable on such  Interest
        Payment Date;

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

                (8) the  rate or  rates  at which  such  Securities  shall  bear
        interest,  if any, or the method or methods,  if any, by which such rate
        or rates are to be  determined,  the date or dates,  if any,  from which
        such  interest  shall accrue or the method or methods,  if any, by which
        such date or dates are to be determined,  the Interest Payment Dates, if
        any, on which such  interest  shall be payable  and the  Regular  Record
        Date, if any, for the interest


                                       19
<PAGE>


        payable on  Registered  Securities  on any Interest  Payment  Date,  the
        notice,  if any, to Holders regarding the determination of interest on a
        floating  rate  Security and the manner of giving such  notice,  and the
        basis upon which  interest  shall be  calculated if other than that of a
        360-day year of twelve 30-day months;

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

                (10) whether any of such  Securities are to be redeemable at the
        option of the Company and, if so, the date or dates on which, the period
        or  periods  within  which,  the  price or prices at which and the other
        terms and  conditions  upon which such  Securities  may be redeemed,  in
        whole or in part, at the option of the Company;

                (11) if the Company is  obligated  to redeem or purchase  any of
        such Securities  pursuant to any sinking fund or analogous  provision or
        at the option of any  Holder  thereof  and,  if so, the date or dates on
        which,  the period or periods within which, the price or prices at which
        and the other terms and conditions upon which such  Securities  shall be
        redeemed or purchased, in whole or in part, pursuant to such obligation,
        and any provisions for the remarketing of such Securities so redeemed or
        purchased;

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

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

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

                (15) if  other  than  Dollars,  the  Foreign  Currency  in which
        payment  of  the  principal  of,  any  premium  or  interest  on or  any
        Additional  Amounts  with  respect  to any of such  Securities  shall be
        payable;

                (16) if the  principal  of, any  premium or  interest  on or any
        Additional  Amounts  with  respect to any of such  Securities  are to be
        payable,  at  the  election  of  the  Company  or a  Holder  thereof  or
        otherwise,  in Dollars or in a Foreign Currency other than that in


                                       20
<PAGE>


        which such  Securities  are stated to be  payable,  the date or dates on
        which,  the  period or periods  within  which,  and the other  terms and
        conditions  upon  which,  such  election  may be made,  and the time and
        manner of  determining  the exchange  rate between the Currency in which
        such  Securities are stated to be payable and the Currency in which such
        Securities or any of them are to be paid pursuant to such election,  and
        any deletions from or modifications of or additions to the terms of this
        Indenture to provide for or to  facilitate  the  issuance of  Securities
        denominated  or  payable,  at the  election  of the  Company or a Holder
        thereof or otherwise, in a Foreign Currency;

                (17) if the amount of payments of  principal  of, any premium or
        interest on or any  Additional  Amounts with respect to such  Securities
        may be determined with reference to an index, formula or other method or
        methods (which index, formula or method or methods may be based, without
        limitation,  on one or more Currencies,  commodities,  equity indices or
        other indices),  and, if so, the terms and conditions upon which and the
        manner in which such amounts shall be determined and paid or payable;

                (18) any deletions  from,  modifications  of or additions to the
        Events of Default or  covenants  of the Company  with  respect to any of
        such Securities  (whether or not such Events of Default or covenants are
        consistent  with the Events of Default or covenants  set forth  herein),
        and if  Section  1008  shall  be  applicable  with  respect  to any such
        additional covenants;

                (19) if any one or more of Section 401 relating to  satisfaction
        and discharge,  Section 402(2)  relating to defeasance or Section 402(3)
        relating  to  covenant   defeasance  shall  not  be  applicable  to  the
        Securities  of such  series,  and any  covenants in addition to or other
        than those  specified in Section  402(3)  relating to the  Securities of
        such series which shall be subject to covenant  defeasance,  and, if the
        Securities  of such series are subject to repurchase or repayment at the
        option of the  Holders  thereof  pursuant  to Article  Thirteen,  if the
        Company's  obligation  to repurchase  or repay such  Securities  will be
        subject to  satisfaction  and  discharge  pursuant  to Section 401 or to
        defeasance or covenant  defeasance  pursuant to Section 402, and, if the
        Holders of such  Securities  have the right to convert or exchange  such
        Securities  into Common Stock or other  securities  or property,  if the
        right  to  effect  such  conversion  or  exchange  will  be  subject  to
        satisfaction  and discharge  pursuant to Section 401 or to defeasance or
        covenant  defeasance pursuant to Section 402, and any deletions from, or
        modifications or additions to, the provisions of Article Four (including
        any  modification   which  would  permit   satisfaction  and  discharge,
        defeasance  or covenant  defeasance  to be effected with respect to less
        than all of the outstanding Securities of such series) in respect of the
        Securities of such series;

                (20) if any of  such  Securities  are to be  issuable  upon  the
        exercise of warrants, and the time, manner and place for such Securities
        to be authenticated and delivered;

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


                                       21
<PAGE>


                (22) whether and under what  circumstances  the Company will pay
        Additional  Amounts  on such  Securities  to any  holder who is a United
        States  Alien in  respect  of any tax,  assessment  or other  government
        charge  and, if so,  whether the Company  will have the option to redeem
        such Securities rather than pay such Additional Amounts;

                (23) if there is more  than one  Trustee,  the  identity  of the
        Trustee  and,  if  not  the  Trustee,  the  identity  of  each  Security
        Registrar,  Paying  Agent or  Authenticating  Agent with respect to such
        Securities;

                (24) the Person to whom any interest on any Registered  Security
        of such series shall be payable,  if other than the Person in whose name
        the  Registered  Security  (or one or more  Predecessor  Securities)  is
        registered at the close of business on the Regular  Record Date for such
        interest,  the manner in which,  or the Person to whom,  any interest on
        any Bearer Security of such series shall be payable,  if other than upon
        presentation and surrender of the Coupons  appertaining  thereto as they
        severally  mature,  and the extent to which, or the manner in which, any
        interest  payable on a temporary  global  Security will be paid if other
        than in the manner provided in this Indenture; and

                (25) any other terms of such  Securities  and any deletions from
        or  modifications  or  additions  to this  Indenture  in respect of such
        Securities.

        All Securities of any one series and all Coupons,  if any,  appertaining
to Bearer  Securities of such series shall be substantially  identical except as
to Currency of payments  due  thereunder,  denomination  and the date from which
interest,  if any,  shall accrue and except as may  otherwise be provided by the
Company in 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  of any  series  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,  as the case may be,  pertaining to such
series of  Securities  (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 and  conditions  of the  Securities of such series 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, if so provided by the Company as contemplated by this Section 301, a series
may be  reopened  from time to time  without  the  consent  of any  Holders  for
issuances of  additional  Securities  of such series or to establish  additional
terms of such series of Securities.

        If any of the terms of the Securities of any series shall be established
by action taken by or pursuant to a Board Resolution, the Board Resolution shall
be  delivered  to the  Trustee  at or prior  to the  delivery  of the  Officers'
Certificate setting forth the terms of such series.

        Section 302. Currency; Denominations.

        Unless  otherwise  provided  in  or  pursuant  to  this  Indenture,  the
principal  of, any  premium  and  interest on and any  Additional  Amounts  with
respect to the Securities shall be payable in


                                       22
<PAGE>


Dollars. Unless otherwise provided in or pursuant to this Indenture,  Registered
Securities  denominated in Dollars shall be issuable in registered  form without
Coupons in denominations of $1,000 and any integral  multiple  thereof,  and the
Bearer  Securities  denominated in Dollars shall be issuable in the denomination
of $5,000.  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.

        Section 303. Execution, Authentication, Delivery and Dating.

        Securities  shall be executed on behalf of the Company by its  Chairman,
its President or one of its Vice  Presidents  and by its  Treasurer,  one of its
Assistant Treasurers,  its Secretary or one of its Assistant Secretaries and may
(but  need  not)  have its  corporate  seal or a  facsimile  thereof  reproduced
thereon. Coupons shall be executed on behalf of the Company by the Chairman, the
President or any Vice  President of the Company.  The  signature of any of these
officers on the Securities or any Coupons  appertaining thereto may be manual or
facsimile.

        Securities and any Coupons  appertaining  thereto  bearing the manual or
facsimile  signatures of individuals who were at any time the proper officers of
the Company  shall,  to the fullest  extent  permitted by law, 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,  together with any Coupons
appertaining thereto, executed by the Company, to the Trustee for authentication
in  accordance  with the terms of this  Indenture  and,  provided that the Board
Resolution  and Officers'  Certificate or  supplemental  indenture or indentures
with respect to such  Securities  referred to in Section 301 and a Company Order
for the  authentication  and delivery of such  Securities have been delivered to
the Trustee, the Trustee in accordance with the Company Order and subject to the
provisions  hereof and of such Securities  shall  authenticate  and deliver such
Securities.  In  authenticating  such  Securities,  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 hereof)  shall be fully  protected in relying  upon,  an
Opinion of Counsel to the following effect, which Opinion of Counsel may contain
such  assumptions,  qualifications  and  limitations  as such counsel shall deem
appropriate:

                (a) the form or forms and terms of such  Securities and Coupons,
        if any, have been established in conformity with Sections 201 and 301 of
        this Indenture;

                (b) all conditions  precedent set forth in Sections 201, 301 and
        303 of  this  Indenture  to the  authentication  and  delivery  of  such
        Securities and Coupons, if any,  appertaining thereto have been complied
        with  and  that  such  Securities,   and  Coupons,   when  completed  by
        appropriate  insertions  (if  applicable),  executed by duly  authorized
        officers of the Company,  delivered by duly  authorized  officers of the
        Company to the Trustee for  authentication  pursuant to this  Indenture,
        and 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 binding  obligations of the


                                       23
<PAGE>


        Company, enforceable against the Company in accordance with their terms,
        except  as  enforcement   thereof  may  be  subject  to  or  limited  by
        bankruptcy,   insolvency,   reorganization,   moratorium,   arrangement,
        fraudulent  conveyance,   fraudulent  transfer  or  other  similar  laws
        relating to or affecting  creditors'  rights  generally,  and subject to
        general  principles  of equity  (regardless  of whether  enforcement  is
        sought in a proceeding in equity or at law).

        If all the Securities of any series are not to be issued at one time, it
shall not be  necessary to deliver an Opinion of Counsel at the time of issuance
of each Security,  but such opinion,  with such  modifications  as counsel shall
deem  appropriate,  shall be  delivered at or before the time of issuance of the
first  Security of such  series.  After any such first  delivery,  any  separate
request by the Company that the Trustee  authenticate  Securities of such series
for original issue will be deemed to be a certification  by the Company that all
conditions  precedent  provided for in this Indenture relating to authentication
and delivery of such  Securities  continue to have been complied with.  Prior to
authenticating any Security which is a Bearer Security,  the Trustee may request
an Opinion of Counsel in the form acceptable to the Trustee.

        The  Trustee  shall  not be  required  to  authenticate  or to  cause an
Authenticating  Agent  to  authenticate  any  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 or if the  Trustee,
being advised by counsel, determines that such action may not lawfully be taken.

        Each Registered  Security shall be dated the date of its authentication.
Each Bearer Security and any Bearer Security in global form shall be dated as of
the date specified in or pursuant to this Indenture.

        No  Security  or Coupon  appertaining  thereto  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 in Section  202 or 612  executed  by or on behalf of the
Trustee or by the  Authenticating  Agent by the manual  signature  of one of its
authorized  signatories.  Such certificate upon any Security shall be conclusive
evidence, and the only evidence,  that such Security has been duly authenticated
and  delivered  hereunder.  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 any Bearer  Security  unless all Coupons  appertaining
thereto then matured have been detached and cancelled.

        Section 304. Temporary Securities.

        Pending  the  preparation  of  definitive  Securities,  the  Company may
execute and deliver to the Trustee and,  upon Company  Order,  the Trustee shall
authenticate  and  deliver,  in the manner  provided in Section  303,  temporary
Securities  in  lieu  thereof  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


                                       24
<PAGE>


the  officers  of the  Company  executing  such  Securities  may  determine,  as
conclusively  evidenced by their  execution of such  Securities.  Such temporary
Securities may be in global form.

        Except in the case of temporary  Securities in global form,  which shall
be exchanged in accordance  with the  provisions  set forth in this Indenture or
the provisions  established pursuant to Section 301, if temporary Securities are
issued,  the Company shall cause  definitive  Securities to be prepared  without
unreasonable  delay.  Except  as  otherwise  provided  in or  pursuant  to  this
Indenture, after the preparation of definitive Securities of the same series and
containing  terms and  provisions  that are  identical to those of any temporary
Securities,  such temporary Securities shall be exchangeable for such definitive
Securities  upon surrender of such  temporary  Securities at an Office or Agency
for such Securities,  without charge to any Holder thereof.  Except as otherwise
provided in or pursuant to this  Indenture,  upon surrender for  cancellation of
any one or more  temporary  Securities  (accompanied  by any  unmatured  Coupons
appertaining   thereto),  the  Company  shall  execute  and  the  Trustee  shall
authenticate  and  deliver  in  exchange  therefor  a like  principal  amount of
definitive  Securities  of  authorized  denominations  of the  same  series  and
containing identical terms and provisions; 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.  Unless  otherwise  provided in or pursuant to this
Indenture with respect to a temporary  global  Security,  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.

        Section 305. Registration, Transfer and Exchange.

        With respect to the  Registered  Securities of each series,  if any, the
Company  shall  cause to be kept a register  (each such  register  being  herein
sometimes  referred to as the  "Security  Register")  at an Office or Agency for
such  series  in  which,  subject  to  such  reasonable  regulations  as it  may
prescribe,  the Company shall  provide for the  registration  of the  Registered
Securities of such series and of transfers of the Registered  Securities of such
series. Such Office or Agency shall be the "Security  Registrar" for that series
of Securities.  Unless  otherwise  specified in or pursuant to this Indenture or
the  Securities,  the initial  Security  Registrar for each series of Securities
shall be as specified in the last  paragraph of Section 1002.  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 that 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.

        Except as  otherwise  provided in or pursuant  to this  Indenture,  upon
surrender for registration of transfer of any Registered  Security of any series
at any Office or Agency for such  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
denominated as authorized in or pursuant to this Indenture,  of a like aggregate
principal amount


                                       25
<PAGE>


bearing a number not  contemporaneously  outstanding  and  containing  identical
terms and provisions.

        Except as otherwise  provided in or pursuant to this  Indenture,  at the
option of the Holder,  Registered  Securities of any series may be exchanged for
other Registered  Securities of the same series  containing  identical terms and
provisions, in any authorized  denominations,  and of a like aggregate principal
amount, upon surrender of the Securities to be exchanged at any Office or Agency
for such series.  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 provided in or pursuant to this Indenture, 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,  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 and to the
extent permitted by law.


                                       26
<PAGE>


        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.

        Notwithstanding  the  foregoing,  except  as  otherwise  provided  in or
pursuant  to this  Indenture,  the  global  Securities  of any  series  shall be
exchangeable for definitive  certificated  Securities of such series only if (i)
the  Depository  for such global  Securities  notifies  the  Company  that it is
unwilling or unable to continue as a Depository for such global Securities or at
any time the  Depository  for such  global  Securities  ceases to be a  clearing
agency  registered  as such under the Exchange Act, if so required by applicable
law or regulation,  and no successor  Depository for such Securities  shall have
been appointed  within 90 days of such  notification or of the Company  becoming
aware of the Depository's ceasing to be so registered,  as the case may be, (ii)
the Company,  in its sole  discretion,  determines  that the  Securities of such
series  shall no longer be  represented  by one or more  global  Securities  and
executes  and  delivers to the  Trustee a Company  Order to the effect that such
global  Securities  shall be so  exchangeable,  or (iii) an Event of Default has
occurred and is continuing  with respect to such  Securities  and the Holders of
not less than a majority in principal  amount of the  Outstanding  Securities of
such series elect to cause such Securities to become certificated.

        If the beneficial  owners of interests in a global Security are entitled
to exchange such interests for  definitive  Securities as the result of an event
described in clause (i), (ii) or (iii) of the preceding paragraph,  then without
unnecessary  delay but in any event not later  than the  earliest  date on which
such  interests  may be so  exchanged,  the Company shall deliver to the Trustee
definitive  Securities  in such form and  denominations  as are  required  by or
pursuant to this Indenture,  and of the same series,  containing identical terms
and in aggregate  principal  amount equal to the principal amount of such global
Security,  executed by the Company.  On or after the earliest date on which such
interests may be so exchanged,  such global  Security shall be surrendered  from
time to time by the  Depository  (or its custodian) as shall be specified in the
Company Order with respect thereto (which the Company agrees to deliver), and in
accordance  with  instructions  given to the Trustee and the  Depository  (which
instructions  shall be in writing but need not be contained in or accompanied by
an Officers'  Certificate or be accompanied by an Opinion of Counsel),  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 in part,  for
definitive  Securities  as described  above  without  charge.  The Trustee shall
authenticate  and make  available for delivery,  in exchange for each portion of
such  surrendered  global  Security,   a  like  aggregate  principal  amount  of
definitive Securities of the same series of authorized denominations and of like
tenor as the portion of such global Security to be exchanged, which (unless such
Securities  are  not  issuable  both  as  Bearer  Securities  and as  Registered
Securities,  in which case the  definitive  Securities  exchanged for the global
Security  shall  be  issuable  only in the  form in  which  the  Securities  are
issuable,  as provided in or pursuant to this Indenture) shall be in the form of
Bearer  Securities or Registered  Securities,  or any combination  thereof,  and
which shall be in such denominations and, in the case of Registered  Securities,
registered in such names, as shall be specified by the  Depository,  but subject
to the satisfaction of any  certification or other  requirements to the issuance
of Bearer Securities; provided, however, that no such exchanges may occur during
a period  beginning  at the opening of business 15 days before any  selection of
Securities  of the  same  series  to be  redeemed  and  ending  on the  relevant
Redemption


                                       27
<PAGE>


Date; and provided,  further,  that (unless otherwise provided in or pursuant to
this  Indenture)  no Bearer  Security  delivered  in exchange for a portion of a
global  Security  shall be mailed or otherwise  delivered to any location in the
United  States.  Promptly  following  any such  exchange  in part,  such  global
Security shall be returned by the Trustee to such  Depository (or its custodian)
or such other Depository (or its custodian) referred to above in accordance with
the instructions of the Company referred to above, and the Trustee shall endorse
such global  Security to reflect the decrease in the  principal  amount  thereof
resulting from such exchange. If a Registered Security is issued in exchange for
any  portion of a global  Security  after the close of business at the Office or
Agency for such Security where such exchange  occurs on or after (i) any Regular
Record Date for such  Security and before the opening of business at such Office
or Agency on the next Interest Payment Date, or (ii) any Special Record Date for
such Security and before the opening of business at such Office or Agency on the
related proposed date for payment of interest or Defaulted Interest, as the case
may be, interest shall 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 shall 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  global  Security  shall  be  payable  in  accordance  with the
provisions of this Indenture.

        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 entitling the Holders thereof to 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 for such Security 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,  or any  redemption or repayment of  Securities,  or any
conversion or exchange of Securities  for other types of securities or property,
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, 905 or 1107,  upon  repayment or  repurchase in part of
any Registered Security pursuant to Article Thirteen,  or upon surrender in part
of any Registered Security for conversion or exchange into Common Stock or other
securities  or property  pursuant to its terms,  in each case not  involving any
transfer.

        Except as  otherwise  provided  in or pursuant  to this  Indenture,  the
Company shall not be required (i) to issue, register the transfer of or exchange
any  Securities  during a period  beginning  at the  opening of business 15 days
before the day of the selection  for  redemption of Securities of like tenor and
terms  and of the same  series  under  Section  1103 and  ending at the close of
business on the day of such  selection,  or (ii) to register  the transfer of or
exchange  any  Registered   Security,   or  portion  thereof,  so  selected  for
redemption,  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


                                       28
<PAGE>


respect to such Bearer Security,  that such Bearer Security may be exchanged for
a Registered  Security of like tenor and terms and of the same series,  provided
that such Registered 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 pursuant to Article Thirteen and not withdrawn,  except the
portion, if any, of such Security not to be so repaid.

        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,  subject to the provisions of
this Section 306, the Company shall  execute and the Trustee shall  authenticate
and deliver in exchange  therefor a new  Security of the same series  containing
identical  terms  and  of  like  principal  amount  and  bearing  a  number  not
contemporaneously  outstanding,  with Coupons appertaining thereto corresponding
to the Coupons, if any, appertaining to the surrendered Security.

        If there be  delivered to the Company and to 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 exchange for or in lieu of any
such  mutilated,  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  containing  identical  terms and of like principal  amount and bearing a
number not  contemporaneously  outstanding,  with Coupons  corresponding  to the
Coupons, if any,  appertaining to such destroyed,  lost or stolen Security or to
the Security to which such destroyed, lost or stolen Coupon appertains.

        Notwithstanding  the  foregoing  provisions of this Section 306, in case
any  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,  with  any  Coupons  appertaining  thereto  issued
pursuant to this Section in lieu of any destroyed,  lost or stolen Security,  or
in  exchange  for a  Security  to  which


                                       29
<PAGE>


a  destroyed,  lost or stolen  Coupon  appertains  shall  constitute  a separate
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 such series and any 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, shall (to the
extent  lawful) be 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 and Certain Additional Amounts; Rights
                      to Interest and Certain Additional Amounts Preserved.

        Unless otherwise provided in or pursuant to this Indenture, any interest
on and any  Additional  Amounts with respect to any  Registered  Security  which
shall be payable,  and are punctually paid or duly provided for, on any Interest
Payment Date shall be paid to the Person in whose name such  Security (or one or
more  Predecessor  Securities)  is registered as of the close of business on the
Regular Record Date for such interest.  Unless otherwise provided in or pursuant
to this  Indenture,  in case a Bearer  Security is surrendered in exchange for a
Registered  Security 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.

        Unless otherwise provided in or pursuant to this Indenture, any interest
on and any  Additional  Amounts with respect to any  Registered  Security  which
shall be payable,  but shall not be punctually paid or duly provided for, on any
Interest  Payment Date for such Registered  Security  (herein called  "Defaulted
Interest")  shall  forthwith  cease to be payable  to the Holder  thereof on the
relevant  Regular  Record  Date by virtue of having been such  Holder;  and such
Defaulted Interest may be paid by the Company,  at its election in each case, as
provided in Clause (1) or (2) below:

                (1) The  Company  may  elect to make  payment  of any  Defaulted
        Interest  to the Person in whose  name such  Registered  Security  (or a
        Predecessor  Security  thereof)  shall  be  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 such  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 equal to the aggregate amount proposed to
        be paid in respect of such Defaulted Interest or shall make arrangements
        satisfactory  to the Trustee for such deposit on or prior to the date of
        the proposed  payment,  such money when so deposited to be held in trust
        for the benefit of the Person entitled to such Defaulted  Interest as in
        this Clause provided.  Thereupon, the


                                       30
<PAGE>


        Trustee  shall  fix a  Special  Record  Date  for  the  payment  of such
        Defaulted  Interest  which  shall be not more  than 15 days and not less
        than 10 days prior to the date of the proposed payment and not less than
        10 days after the receipt by the  Trustee of the notice of the  proposed
        payment.  The Trustee shall promptly  notify the Company of such Special
        Record Date and,  in the name and at the  expense of the  Company  shall
        cause notice of the proposed payment of such Defaulted  Interest and the
        Special Record Date therefor to be mailed,  first-class postage prepaid,
        to the Holder of such  Registered  Security (or a  Predecessor  Security
        thereof) 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 mailed as aforesaid,  such Defaulted  Interest shall be paid
        to the Person in whose name such  Registered  Security (or a Predecessor
        Security  thereof)  shall be 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 make  payment of any  Defaulted  Interest in
        any other lawful manner not  inconsistent  with the  requirements of any
        securities  exchange on which such Security 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 payment shall be deemed practicable by the Trustee.

        Unless  otherwise  provided  in or  pursuant  to this  Indenture  or the
Securities of any particular  series, at the option of the Company,  interest on
Registered  Securities  that bear interest may be paid by mailing a check to the
address  of the Person  entitled  thereto as such  address  shall  appear in the
Security  Register or by transfer to an account  maintained  by the payee with a
bank located in the United States of America.

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


                                       31
<PAGE>


        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 in the
Security  Register as the owner of such  Registered  Security for the purpose of
receiving  payment of principal of, any premium and (subject to Sections 305 and
307)  interest on and any  Additional  Amounts with  respect to such  Registered
Security and for all other purposes whatsoever,  whether or not any payment with
respect to such Registered  Security 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.

        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 global Security held on its
behalf by a Depository  shall have any rights under this  Indenture with respect
to such global Security,  and such Depository may be treated by the Company, the
Trustee, and any agent of the Company or the Trustee as the owner of such global
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  global  Security  or  for  maintaining,
supervising  or  reviewing  any records  relating to such  beneficial  ownership
interests.

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

        Section 309. Cancellation.

        All  Securities  and  Coupons   surrendered  for  payment,   redemption,
registration  of  transfer,  exchange or  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 any such  Securities  and Coupons,  as well as
Securities and Coupons surrendered directly to the Trustee for any such purpose,
shall be cancelled promptly by the Trustee.  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 all Securities so delivered shall be cancelled  promptly by the
Trustee.  No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section,  except as expressly permitted
by or pursuant to this Indenture.  All cancelled  Securities and Coupons held by
the


                                       32
<PAGE>


Trustee shall be destroyed by the Trustee, unless by a Company Order the Company
directs their return to it.

        Section 310. Computation of Interest.

        Except as otherwise  provided in or pursuant to this Indenture or in the
Securities of any series,  interest on the  Securities  shall be computed on the
basis of a 360-day year of twelve 30-day months.

                                  ARTICLE FOUR

                     SATISFACTION AND DISCHARGE OF INDENTURE

        Section 401. Satisfaction and Discharge.

        Unless,  pursuant to Section  301,  the  provisions  of this Section 401
shall not be applicable  with respect to the Securities of any series,  upon the
direction of the Company by a Company Order, this Indenture shall cease to be of
further  effect  with  respect to any  series of  Securities  specified  in such
Company Order and any Coupons appertaining  thereto, and the Trustee, on receipt
of a  Company  Order,  at the  expense  of the  Company,  shall  execute  proper
instruments (prepared at the expense of the Company) 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


                                       33
<PAGE>


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

                and the Company,  in the case of (i),  (ii) or (iii) above,  has
                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, to the extent that the  Securities
                of such series  provide for the  payment of  Additional  Amounts
                thereon and the amount of any such Additional  Amounts which are
                or will be payable with respect to the Securities of such series
                is at the time of deposit  determinable  by the  Company (in the
                exercise  by the  Company  of its  reasonable  discretion),  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 Maturity 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 as to such series have been complied with.

        In the event  there are  Securities  of two or more  series  Outstanding
hereunder,  the Trustee shall be required to execute an instrument  (prepared at
the expense of the Company)  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 any  series of  Securities,  the  obligations  of the  Company to the
Trustee  under  Section  607 and, if money  shall have been  deposited  with the
Trustee pursuant to subclause (b) of clause (1) of this Section, the obligations
of the Company and the Trustee  with  respect to the  Securities  of such series
under  Sections  305,  306,  403,  404,  1002,  1003 and, if  applicable  to the
Securities of such series, 1004 (including,  without limitation, with respect to
the payment of Additional  Amounts,  if any, with respect to such  Securities as
contemplated by Section 1004, but only to the extent that the Additional Amounts
payable with respect to such Securities  exceed the amount  deposited in respect
of such Additional Amounts pursuant to Section 401(1)(b)), any rights of Holders
of the Securities of such series (unless otherwise  provided pursuant to Section
301 with  respect to the  Securities  of such  series) to require the Company to
repurchase or repay,  and the obligations of the Company to repurchase or repay,
such  Securities  at the option of the  Holders  pursuant  to  Article  Thirteen
hereof, and any rights of Holders of the Securities of such series (unless


                                       34
<PAGE>


otherwise  provided  pursuant to Section 301 with respect to the  Securities  of
such  series) to convert or  exchange,  and the  obligations  of the  Company to
convert or exchange,  such Securities  into Common Stock or other  securities or
property, shall survive.

        Section 402. Defeasance and Covenant Defeasance.

        (1) Unless, pursuant to Section 301, either or both of (i) defeasance of
the  Securities  of or within a series  under  clause (2) of this Section 402 or
(ii) covenant  defeasance  of the  Securities of or within a series under clause
(3) of this Section 402 shall not be applicable  with respect to the  Securities
of such series, then such provisions, together with the other provisions of this
Section 402 (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 the Securities of or
within such series and any Coupons appertaining  thereto,  elect to have Section
402(2) or  Section  402(3) be  applied to such  Outstanding  Securities  and any
Coupons appertaining thereto upon compliance with the conditions set forth below
in this Section 402.  Unless  otherwise  specified  pursuant to Section 301 with
respect to the  Securities  of any series,  defeasance  under clause (2) of this
Section 402 and covenant  defeasance under clause (3) of this Section 402 may be
effected  only with  respect to all,  and not less than all, of the  Outstanding
Securities of any series. To the extent that the terms of any Security or Coupon
appertaining  thereto  established in or pursuant to this  Indenture  permit the
Company  or any  Holder  thereof  to  extend  the date on which any  payment  of
principal  of, or  premium,  if any,  or  interest,  if any,  on, or  Additional
Amounts,  if any,  with  respect to such  Security or Coupon is due and payable,
then unless otherwise provided pursuant to Section 301, the right to extend such
date shall terminate upon defeasance or covenant defeasance, as the case may be.

        (2) Upon the Company's  exercise of the above option  applicable to this
Section 402(2) 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  in  clause  (4)  of  this  Section  402  are  satisfied
(hereinafter,  "defeasance").  For this purpose,  such defeasance means that the
Company  shall be deemed to have paid and  discharged  the  entire  indebtedness
represented by such Outstanding Securities and any Coupons appertaining thereto,
which shall  thereafter be deemed to be  "Outstanding"  only for the purposes of
clause (5) of this Section 402 and the other Sections of this Indenture referred
to in clauses (i) through (iv) of this  paragraph,  and to have satisfied all of
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   (prepared   at  the  expense  of  the  Company)
acknowledging  the same),  except for the  following  which shall  survive until
otherwise terminated or discharged hereunder:  (i) the rights of Holders of such
Outstanding  Securities and any Coupons appertaining thereto to receive,  solely
(except as  provided in clause  (ii)  below)  from the trust fund  described  in
clause  (4)(a) of this  Section 402 and as more fully set forth in this  Section
402 and 403,  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, (ii)
the  obligations of the Company and the Trustee with respect to such  Securities
under Sections 305, 306, 1002, 1003 and, if applicable to the Securities of such
series, 1004 (including, without


                                       35
<PAGE>


limitation,  with respect to the payment of  Additional  Amounts,  if any,  with
respect to such  Securities as  contemplated  by Section  1004,  but only to the
extent that the  Additional  Amounts  payable  with  respect to such  Securities
exceed the amount  deposited in respect of such Additional  Amounts  pursuant to
clause (4)(a) of this Section  402)),  any rights of Holders of such  Securities
(unless  otherwise  provided  pursuant  to  Section  301  with  respect  to  the
Securities of such series) to require the Company to  repurchase  or repay,  and
the  obligations of the Company to repurchase or repay,  such  Securities at the
option of the Holders  pursuant to Article  Thirteen  hereof,  and any rights of
Holders of such Securities  (unless  otherwise  provided pursuant to Section 301
with respect to the  Securities of such series) to convert or exchange,  and the
obligations of the Company to convert or exchange,  such  Securities into Common
Stock or other securities or property,  (iii) the rights, powers, trusts, duties
and  immunities of the Trustee  hereunder and (iv) this Section 402 and Sections
403 and 404.  The Company may  exercise  its option  under this  Section  402(2)
notwithstanding  the prior  exercise  of its option  under  Section  402(3) with
respect to such Securities and any Coupons appertaining thereto.

        (3) Upon the Company's  exercise of the above option  applicable to this
Section 402(3) with respect to any Securities of or within a series, the Company
shall be released from its  obligations  under clauses (ii) and (iii) of Section
1005 and under Sections 1006 and 1007 and, to the extent  specified  pursuant to
Section 301, any other covenant  applicable to such  Securities  with respect to
such  Securities  and any Coupons  appertaining  thereto and the  provisions set
forth in Section  501(5) shall cease to be applicable to such  Securities on and
after the date the  conditions  set forth in clause (4) of this  Section 402 are
satisfied  (hereinafter,  "covenant  defeasance"),  and such  Securities and any
Coupons  appertaining thereto shall thereafter be deemed to be not "Outstanding"
for the purposes of any  direction,  waiver,  consent or  declaration  or Act of
Holders  (and the  consequences  of any  thereof)  in  connection  with any such
covenant or with  respect to any Event of Default  set forth in Section  501(5),
but shall continue to be deemed  "Outstanding" for all other purposes hereunder.
For this purpose,  such covenant  defeasance means that (i) 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 any  such  other
covenant,  whether directly or indirectly,  by reason of any reference elsewhere
herein to any such  Section or such other  covenant or by reason of reference in
any such Section or such other covenant to any other provision  herein or in any
other  document and such omission to comply shall not constitute a default or an
Event of Default  under Section  501(4) or 501(9) or otherwise,  as the case may
be,  and (ii) the  occurrence  of any event or  condition  specified  in Section
501(5) shall not constitute an Event of Default with respect to such Outstanding
Securities,  but, except as specified above, the remainder of this Indenture and
such Securities and Coupons appertaining thereto shall be unaffected thereby.

        (4) The following  shall be the  conditions to application of clause (2)
or (3) of this Section 402 to any  Outstanding  Securities of or within a series
and any Coupons appertaining thereto:

                (a) The Company shall irrevocably have deposited or caused to be
        deposited   with  the  Trustee  (or  another   trustee   satisfying  the
        requirements  of  Section  608  who  shall  agree  to  comply  with  the
        provisions of this Section 402 applicable to it) as trust funds in trust
        for the purpose of making the following payments,  specifically  pledged
        as security


                                       36
<PAGE>


        for,  and  dedicated  solely  to,  the  benefit  of the  Holders of such
        Securities  and any  Coupons  appertaining  thereto,  (1) an  amount  in
        Dollars or in such  Foreign  Currency in which such  Securities  and any
        Coupons  appertaining  thereto are then  specified  as payable at Stated
        Maturity or, if such defeasance or covenant defeasance is to be effected
        in compliance  with  subsection  (f) below,  on the relevant  Redemption
        Date, as the case may be, or (2)  Government  Obligations  applicable to
        such  Securities  and Coupons  appertaining  thereto  (determined on the
        basis of the Currency in which such Securities and Coupons  appertaining
        thereto are then  specified  as payable at Stated  Maturity  or, if such
        defeasance or covenant  defeasance is to be effected in compliance  with
        subsection (f) below, on the relevant  Redemption  Date, as the case may
        be) which  through the  scheduled  payment of principal  and interest in
        respect thereof in accordance  with their terms will provide,  not later
        than one day before the due date of any  payment  of  principal  of (and
        premium,  if any)  and  interest,  if any,  on such  Securities  and any
        Coupons appertaining  thereto,  money in an amount, or (3) a combination
        thereof, in any case, in an amount, sufficient, without consideration of
        any  reinvestment  of such  principal and interest,  in the opinion of a
        nationally  recognized firm of independent public accountants  expressed
        in a written  certification thereof delivered to the Trustee, to pay and
        discharge,  and  which  shall  be  applied  by  the  Trustee  (or  other
        qualifying  trustee) to pay and  discharge,  (y) the  principal  of (and
        premium, if any) and interest,  if any, on, and, to the extent that such
        Securities provide for the payment of Additional Amounts thereon and the
        amount of any such Additional  Amounts which are or will be payable with
        respect  to the  Securities  of such  series  is at the time of  deposit
        determinable  by the  Company  (in the  exercise  by the  Company of its
        reasonable  discretion),  any  Additional  Amounts with respect to, such
        Outstanding  Securities  and any  Coupons  appertaining  thereto  on the
        Stated  Maturity  of such  principal  or  installment  of  principal  or
        interest or the applicable  Redemption Date, as the case may be, and (z)
        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 or any
        Subsidiary 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 continuing on the date of such  deposit,  and,  solely in the case of
        defeasance  under  Section  402(2),  no Event of Default with respect to
        such Securities and any Coupons appertaining thereto under clause (6) or
        (7) of Section  501 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  under  clause (6) or (7) of Section  501
        shall have  occurred  and be  continuing  at any time  during the period
        ending on and  including the 91st day after the date of such deposit (it
        being  understood that this condition to defeasance under Section 402(2)
        shall not be deemed satisfied until the expiration of such period).


                                       37
<PAGE>


                (d) In the case of defeasance  pursuant to Section  402(2),  the
        Company  shall have  delivered to the Trustee an opinion of  independent
        counsel  reasonably  acceptable  to the  Trustee  stating  that  (x) the
        Company has received  from, or there has been published by, the Internal
        Revenue Service a ruling,  or (y) since the date of this Indenture there
        has been a change in applicable  federal  income tax law, in either case
        to the effect  that,  and based  thereon  such  opinion  of  independent
        counsel shall confirm that, the Holders of such  Outstanding  Securities
        and any Coupons  appertaining thereto will not recognize income, gain or
        loss for federal income tax purposes as a result of such  defeasance and
        will be subject to federal  income tax on the same amounts,  in the same
        manner  and at the  same  times  as  would  have  been  the case if such
        defeasance  had not  occurred;  or, in the case of  covenant  defeasance
        pursuant to Section  402(3),  the Company  shall have  delivered  to the
        Trustee an opinion of independent  counsel reasonably  acceptable to the
        Trustee to the effect  that the Holders of such  Outstanding  Securities
        and any Coupons  appertaining thereto will not recognize income, gain or
        loss for  federal  income  tax  purposes  as a result  of such  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.

                (e) 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 or covenant defeasance,  as the case may be,
        under this Indenture have been complied with.

                (f) If the  monies  or  Government  Obligations  or  combination
        thereof,  as the case may be,  deposited  under  clause  (a)  above  are
        sufficient to pay the  principal of, and premium,  if any, and interest,
        if any,  on and, to the extent  provided in such clause (a),  Additional
        Amounts with respect to, such  Securities  provided such  Securities are
        redeemed on a particular  Redemption  Date, the Company shall have given
        the Trustee  irrevocable  instructions to redeem such Securities on such
        date and to provide notice of such  redemption to Holders as provided in
        or pursuant to this Indenture.

                (g) Notwithstanding any other provisions of this Section 402(4),
        such defeasance or covenant  defeasance  shall be effected in compliance
        with any additional or substitute terms, conditions or limitations which
        may be  imposed on the  Company  in  connection  therewith  pursuant  to
        Section 301.

        (5) 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 402(5) and
Section 403, the "Trustee")  pursuant to clause (4)(a) of Section 402 in respect
of any Outstanding Securities of any series and any Coupons appertaining thereto
shall be held in trust  and  applied  by the  Trustee,  in  accordance  with the
provisions  of such  Securities  and any Coupons  appertaining  thereto and this
Indenture,  to the payment,  either  directly or through any Paying Agent (other
than the Company or any  Subsidiary or Affiliate of the Company acting as 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


                                       38
<PAGE>


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,  if, after a deposit referred to in Section 402(4)(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 402(4)(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   402(4)(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 amount or other  property  deposited
in respect of such  Security  into the Currency in which such  Security  becomes
payable as a result of such  election  or  Conversion  Event based on (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 402 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  Section  402 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 clause (4)(a) of this Section 402 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 Section 402.

        Section 403. Application of Trust Money.

        Subject to the  provisions of the last  paragraph of Section  1003,  all
money and Government  Obligations deposited with the Trustee pursuant to Section
401 or 402 shall be held in trust and  applied  by it,  in  accordance  with the
provisions of the Securities,  the Coupons and this  Indenture,  to the payment,
either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal,  premium,  interest and  Additional  Amounts for whose payment
such money has or Government Obligations have been deposited with or received by
the Trustee;  but such money and Government  Obligations  need not be segregated
from other funds except to the extent required by law.


                                       39
<PAGE>


        Section 404. Reinstatement.

        If the  Trustee  (or other  qualifying  trustee  appointed  pursuant  to
Section  402(4)(a))  or any  Paying  Agent is  unable  to apply  any  moneys  or
Government  Obligations deposited pursuant to Section 401(1) or 402(4)(a) to pay
any  principal  of or premium,  if any, or  interest,  if any, on or  Additional
Amounts,  if any, with respect to the  Securities of any series by reason of any
legal proceeding or any order or judgment of any court or governmental authority
enjoining,  restraining  or otherwise  prohibiting  such  application,  then the
Company's  obligations  under this  Indenture and the  Securities of such series
shall be revived and  reinstated as though no such deposit had  occurred,  until
such  time as the  Trustee  (or other  qualifying  trustee)  or Paying  Agent is
permitted  to apply  all  such  moneys  and  Government  Obligations  to pay the
principal  of and  premium,  if any,  and  interest,  if any, on and  Additional
Amounts,  if any, in respect of the Securities of such series as contemplated by
Sections 401 or 402 as the case may be, and Section 403; provided, however, that
if the Company  makes any  payment of the  principal  of or premium,  if any, or
interest if any, on or Additional  Amounts, if any, in respect of the Securities
of such series following the reinstatement of its obligations as aforesaid,  the
Company shall be  subrogated to the rights of the Holders of such  Securities to
receive  such  payment  from the funds held by the Trustee (or other  qualifying
trustee) or Paying Agent.

                                  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 this Indenture:

                (1) default in the payment of any interest on, or any Additional
        Amounts  payable in respect of any interest on, any of the Securities of
        such  series  or any  securities  exchangeable  therefor  or any  Coupon
        appertaining  to such  Securities  when such interest or such Additional
        Amounts, as the case may be, become due and payable,  and continuance of
        such default for a period of 30 days; or

                (2) default in the payment of any  principal  of or premium,  if
        any, on, or any Additional  Amounts  payable in respect of any principal
        of or premium,  if any, on, any of the  Securities of such series or any
        securities  exchangeable  therefor  when due  (whether  at  Maturity  or
        otherwise  and whether  payable in cash or in shares of Common  Stock or
        other securities or property); or


                                       40
<PAGE>


                (3)  default  in the  deposit  of any  sinking  fund  payment or
        payment  under any analogous  provision  when due with respect to any of
        the Securities of such series; or

                (4) default in the  performance,  or breach,  of any covenant or
        warranty of the Company in this Indenture or any Security of such series
        (other than a covenant or warranty for which the  consequences of breach
        or  nonperformance  are  addressed  elsewhere  in this  Section 501 or a
        covenant  or  warranty   which  has  expressly  been  included  in  this
        Indenture,  whether or not by means of a supplemental indenture,  solely
        for the benefit of Securities  of a series other than such series),  and
        continuance  of such default or breach  (without  such default or breach
        having been waived in  accordance of the  provisions of this  Indenture)
        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 such 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, note, debenture or other evidence of
        Indebtedness  of the  Company  or any of its  Subsidiaries  or under any
        mortgage,  indenture or other instrument under which there may be issued
        or by which there may be secured or evidenced  any  Indebtedness  of the
        Company or any of its  Subsidiaries  which results in Indebtedness in an
        aggregate  principal  amount  exceeding  $10,000,000  becoming  or being
        declared due and payable  prior to the date on which it would  otherwise
        have  become  due and  payable,  but  only if such  Indebtedness  is not
        discharged or such  acceleration  is not rescinded or annulled within 30
        days after  notice to the  Company by the  Trustee or to the Company and
        the Trustee by the Holders of at least 10% in aggregate principal amount
        of the Outstanding Securities of such series;

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

                (7) the commencement by the Company or any Restricted Subsidiary
        of the Company of a voluntary  case or proceeding  under any  applicable
        Federal or State bankruptcy, insolvency, reorganization or other similar
        law or of any other case or proceeding  to be  adjudicated a bankrupt or
        insolvent, or the consent by the Company or any Restricted Subsidiary of
        the  Company  to the entry of a decree or order for relief in


                                       41
<PAGE>


        respect of the Company or any Restricted Subsidiary of the Company in an
        involuntary  case or proceeding  under any  applicable  Federal or State
        bankruptcy,  insolvency,  reorganization  or other similar law or to the
        commencement of any bankruptcy or insolvency case or proceeding  against
        the Company or any Restricted  Subsidiary of the Company,  or the filing
        by the Company or any Restricted Subsidiary of the Company of a petition
        or  answer  or  consent  seeking  reorganization  or  relief  under  any
        applicable  Federal or State law,  or the  consent by the Company or any
        Restricted  Subsidiary  of the Company to the filing of such petition or
        to the  appointment  of or taking  possession by a custodian,  receiver,
        conservator,  liquidator,  assignee,  trustee,  sequestrator  or similar
        official of the Company or any  Restricted  Subsidiary of the Company or
        of any substantial part of the property of the Company or any Restricted
        Subsidiary  of  the  Company,  or  the  making  by  the  Company  or any
        Restricted Subsidiary of the Company of an assignment for the benefit of
        creditors,  or the  taking of  corporate  action by the  Company  or any
        Restricted  Subsidiary of the Company in furtherance of any such action;
        or

                (8)  default  in the  delivery  of any  shares of Common  Stock,
        together with cash in lieu of fractional shares, or any other securities
        or  property  (including  cash)  when  required  to  be  delivered  upon
        conversion  of any  convertible  Security  of such  series  or upon  the
        exchange of any Security of such series which is exchangeable  for other
        securities or property,  and continuance of such default for a period of
        10 days; or

                (9) any other  Event of Default  provided in or pursuant to this
        Indenture with respect to Securities of such series.

        Section 502. Acceleration of Maturity; Rescission and Annulment.

        If an Event of  Default  (other  than an Event of Default  specified  in
clause  (6) or (7) of Section  501) with  respect  to  Securities  of any series
occurs and is  continuing,  then  either the  Trustee or the Holders of not less
than 25% in aggregate  principal  amount of the  Outstanding  Securities of such
series may declare the principal of all the  Securities of such series,  or such
lesser amount as may be provided for in the  Securities of such series,  premium
(if any) and accrued and unpaid interest,  if any, thereon to be due and payable
immediately,  by a notice in writing to the Company (and to the Trustee if given
by the Holders),  and upon any such  declaration  such  principal or such lesser
amount,  as the case may be,  premium  (if any)  and  such  accrued  and  unpaid
interest  shall  become  immediately  due and  payable.  If an Event of  Default
specified in clause (6) or (7) of Section 501 with respect to the  Securities of
any series  occurs,  then the principal of all of the Securities of such series,
or such lesser  amount as may be provided for in the  Securities of such series,
premium  (if any) and accrued an unpaid  interest,  if any,  thereon  shall ipso
facto become and be immediately due and payable without any declaration or other
act on the part of the Trustee or any Holder of the Securities of such series.

        At any  time  after  Securities  of any  series  have  been  accelerated
(whether by  declaration  of the Trustee or the  Holders or  automatically)  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 not less
than a majority in aggregate  principal amount of the Outstanding  Securities


                                       42
<PAGE>


of such 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 of
        money  sufficient  to pay  (or,  to the  extent  that  the  terms of the
        Securities of such series established  pursuant to Section 301 expressly
        provide  for  payment  to be made in  shares  of  Common  Stock or other
        securities  or property,  shares of Common Stock or other  securities or
        property, together with cash in lieu of fractional shares or securities,
        sufficient to pay)

                        (a) all  overdue  installments  of any  interest  on any
                Securities of such series and any Coupons  appertaining  thereto
                which have  become due  otherwise  than by such  declaration  of
                acceleration and any Additional Amounts with respect thereto,

                        (b) the  principal of and any premium on any  Securities
                of such  series  which have  become due  otherwise  than by such
                declaration  of  acceleration  and any  Additional  Amounts with
                respect thereto and, to the extent  permitted by applicable law,
                interest  thereon at the rate or respective  rates,  as the case
                may be, provided for in or with respect to such Securities,  or,
                if no  such  rate  or  rates  are so  provided,  at the  rate or
                respective  rates, as the case may be, of interest borne by such
                Securities,

                        (c) to the extent permitted by applicable law,  interest
                upon installments of any interest, if any, which have become due
                otherwise  than  by such  declaration  of  acceleration  and any
                Additional   Amounts  with  respect   thereto  at  the  rate  or
                respective  rates,  as the case may be,  provided for in or with
                respect to such Securities,  or, if no such rate or rates are so
                provided,  at the rate or respective  rates, as the case may be,
                of interest borne by such Securities, and

                        (d) all sums paid or advanced  by the Trustee  hereunder
                and the reasonable  compensation,  expenses,  disbursements  and
                advances  of the  Trustee,  its agents and counsel and all other
                amounts due the Trustee under Section 607; and

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

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


                                       43
<PAGE>


        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 interest on, any Security
        or any Coupon  appertaining  thereto  when such  interest or  Additional
        Amounts,  as the case may be, shall have become due and payable and such
        default continues for a period of 30 days, or

                (2)  default  is  made in the  payment  of any  principal  of or
        premium, if any, on, or any Additional Amounts payable in respect of any
        principal of or premium, if any, on, any Security at its Maturity, or

                (3) default is made in the deposit of any sinking  fund  payment
        when due,

the Company  shall,  upon demand of the  Trustee,  pay to the  Trustee,  for the
benefit of the Holders of such Securities and any Coupons appertaining  thereto,
the whole amount of money then due and payable  with respect to such  Securities
and any Coupons appertaining  thereto, with interest upon the overdue principal,
any premium and, to the extent  permitted by  applicable  law,  upon any overdue
installments of interest and Additional Amounts at the rate or respective rates,
as the case may be,  provided for or with respect to such  Securities  or, if no
such rate or rates are so provided, at the rate or respective rates, as the case
may be, of interest borne by such  Securities,  and, in addition  thereto,  such
further  amount of money as shall be  sufficient to cover the costs and expenses
of collection,  including the reasonable compensation,  expenses,  disbursements
and advances of the Trustee, its agents and counsel and all other amounts due to
the Trustee under Section 607.

        If the Company  fails to pay the money it is required to pay the Trustee
pursuant to the preceding  paragraph  forthwith  upon the demand of the Trustee,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial  proceeding for the collection of the money so due and unpaid,  and may
prosecute such proceeding to judgment or final decree,  and may enforce the same
against the Company or any other  obligor upon such  Securities  and any Coupons
appertaining thereto and collect the monies 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  covenant or  agreement  in this
Indenture  or such  Securities  or in aid of the  exercise of any power  granted
herein or therein, 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


                                       44
<PAGE>


Company or any other obligor upon the  Securities or the property of the Company
or such other obligor or their creditors,  the Trustee  (irrespective of whether
the  principal  of the  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 any  overdue
principal,  premium,  interest or  Additional  Amounts)  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 such series,
        of the principal and any premium,  interest and Additional Amounts owing
        and unpaid in respect of the  Securities  and any  Coupons  appertaining
        thereto and to file such other  papers or  documents as may be necessary
        or advisable in order to have the claims of the Trustee  (including  any
        claim  for the  reasonable  compensation,  expenses,  disbursements  and
        advances of the  Trustee,  its agents or counsel)  and of the Holders of
        Securities or any Coupons allowed in such judicial proceeding, and

                (2) to collect and receive any monies 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 of  Securities  or any Coupons 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 of Securities or any Coupons,  to pay to the Trustee any
amount due to it for the reasonable  compensation,  expenses,  disbursements and
advances of the  Trustee,  its agents and counsel and any other  amounts due the
Trustee under Section 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 of a Security
or any Coupon any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or Coupons or the rights of any Holder  thereof,  or to
authorize  the  Trustee  to vote in  respect  of the  claim of any  Holder  of a
Security or any Coupon in any such proceeding.

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

        All  rights of action  and claims  under  this  Indenture  or 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  or  judgment,  after  provision  for  the  payment  of the  reasonable
compensation,  expenses,  disbursements and advances of the Trustee,  its agents
and  counsel,  shall be for the  ratable  benefit of each and every  Holder of a
Security or Coupon 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 with respect
to the Securities of any series shall be applied in the following  order, at the
date or dates fixed by the Trustee and,


                                       45
<PAGE>


in case of the  distribution  of such  money on  account  of  principal,  or any
premium, interest or Additional Amounts, upon presentation of such Securities or
the Coupons, if any,  appertaining thereto, 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 hereunder;

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

                THIRD:  The balance,  if any, to the Person or Persons  entitled
        thereto.

        Section 507. Limitations 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 such series;

                (2) the  Holders  of not less  than 25% in  aggregate  principal
        amount of the  Outstanding  Securities  of such  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 aggregate principal amount of the Outstanding  Securities of
        such 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  such  Holders or Holders of  Securities  of any other  series,  or to
obtain or to seek to obtain  priority or preference over any other Holders or to
enforce any right under this Indenture, except in the manner herein provided and
for the equal and ratable benefit of all such Holders.


                                       46
<PAGE>


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

        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,  premium,  if any, and (subject to Sections
305 and 307)  interest,  if any, on and any  Additional  Amounts with respect to
such  Security  or such  Coupon,  as the case may be, on the  respective  Stated
Maturity or Maturities therefor specified in such Security or Coupon (or, in the
case of redemption, on the Redemption Date or, in the case of repayment pursuant
to  Article  Thirteen  hereof at the  option of such  Holder if  provided  in or
pursuant to this Indenture,  on the date such repayment is due) and, in the case
of any Security which is convertible  into or exchangeable  for other securities
or  property,  to convert or  exchange,  as the case may be,  such  Security  in
accordance with its terms, and to institute suit for the enforcement of any such
payment and any such right to convert or  exchange,  and such right shall not be
impaired without the consent of such Holder.

        Section 509. Restoration of Rights and Remedies.

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

        Section 510. Rights and Remedies Cumulative.

        To the  extent  permitted  by  applicable  law and  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 each and
every  Holder of a Security or a Coupon is intended to be exclusive of any other
right or remedy,  and every right and remedy,  to the extent  permitted  by law,
shall 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  Security or
Coupon to exercise any right or remedy accruing upon any Event of Default shall,
to the extent  permitted by applicable  law,  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 any
Holder of a Security or a Coupon may, to the extent permitted by applicable law,
be exercised from time to time, and as often as may be deemed expedient,  by the
Trustee or by such Holder, as the case may be.


                                       47
<PAGE>


        Section 512. Control by Holders of Securities.

        The  Holders  of  a  majority  in  aggregate  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 and any Coupons appertaining thereto,  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,

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

                (3) such  direction is not unduly  prejudicial  to the rights of
        the other  Holders of  Securities  of such  series  not  joining in such
        action.

        Section 513. Waiver of Past Defaults.

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

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

                (2) in the case of any Securities  which are convertible into or
        exchangeable for Common Stock or other securities or property, a default
        in any such conversion or exchange, or

                (3) a default 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. Waiver of Usury, Stay or Extension Laws.

        The Company covenants that (to the extent that it may lawfully do so) 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 law or
any other law wherever  enacted,  now or at any time  hereafter in force,  which
would  prohibit  or forgive  the  Company  from paying all or any portion of the
principal of or premium,  if any, or interest,  if any on or Additional Amounts,
if any,  with respect to any  Securities as  contemplated  herein and therein or
which may affect the  covenants  or the  performance  of this  Indenture  or the
Securities; and the Company (to the extent


                                       48
<PAGE>


that it may  lawfully do so)  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 or the  Holders,  but will suffer and
permit the execution of every such power as though no such law had been enacted.

        Section 515. Undertaking for Costs.

        All parties to this Indenture  agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this  Indenture,  or in any suit  against the  Trustee  for any action  taken or
omitted by it as Trustee,  the filing by any party  litigant in such suit of any
undertaking  to pay the  costs of such  suit,  and that  such  court  may in its
discretion  assess reasonable costs,  including  reasonable  attorneys' fees and
disbursements,  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 515 shall not apply to any suit instituted by the
Trustee,  to any suit instituted by any Holder, or group of Holders,  holding in
the aggregate more than 10% in principal amount of Outstanding Securities of any
series,  or to any suit  instituted  by any  Holder for the  enforcement  of the
payment of the  principal  of (or premium,  if any) or  interest,  if any, 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 at
the option of the Holder pursuant to Article  Thirteen  hereof,  on or after the
date for repayment) 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.

                                   ARTICLE SIX

                                   THE TRUSTEE

        Section 601. Duties of Trustee.

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

        (2) Except during the continuance of an Event of Default:

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

                (b) in the absence of bad faith on their  part,  the Trustee and
        its agents may conclusively  rely, as to the truth of the statements and
        the correctness of the opinions expressed therein,  upon certificates or
        opinions furnished to the Trustee or its agents, as the case may be, and
        conforming to the requirements of this Indenture.  However,  the


                                       49
<PAGE>


        Trustee shall examine the certificates  and opinions  delivered to it to
        determine  whether  or not  they  conform  to the  requirements  of this
        Indenture  but shall not be  obligated  to verify  the  accuracy  of the
        contents thereof.

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

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

                (b) neither  the  Trustee nor any of its agents  shall be liable
        for any error of judgment made in good faith by a  Responsible  Officer,
        unless it is proved  that the  Trustee  or such agent was  negligent  in
        ascertaining the pertinent facts; and

                (c) the Trustee  shall not be liable with  respect to any action
        it takes or omits to take in good faith in  accordance  with a direction
        received by it from the Holders  pursuant to the terms of Section 512 of
        this Indenture.

        (4) Whether or not therein  expressly  so provided,  every  provision of
this  Indenture  that in any way  relates to the Trustee or any of its agents is
subject to paragraphs (a), (b), and (c) of this Section.

        (5) 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.

        Section 602. Certain Rights of Trustee.

        Subject to Section 601 of this Indenture:

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

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

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


                                       50
<PAGE>


                (4) 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;

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

                (6) the  Trustee  shall  not be bound to make any  investigation
        into  the  facts  or  matters  stated  in any  resolution,  certificate,
        statement,  instrument,  opinion,  report, notice,  request,  direction,
        consent, order, bond, debenture,  coupon or other paper or document, but
        the  Trustee,  in its  discretion,  may make  such  further  inquiry  or
        investigation  into such facts or matters as it may see fit, and, if the
        Trustee shall determine to make such further  inquiry or  investigation,
        it  shall  be  entitled  to  examine,  during  business  hours  and upon
        reasonable  notice,  the books,  records and  premises  of the  Company,
        personally or by agent or attorney; and

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

        Section 603. 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 by mail to
all Holders of Securities of such series entitled to receive reports pursuant to
Section 703(3),  notice of such default  hereunder known to the Trustee,  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,  if any, on, or Additional  Amounts or any sinking fund installment
with respect to, any Security of such series,  the Trustee shall be protected in
withholding such notice if and so long as the board of directors,  the executive
committee or a trust committee of directors and/or a Responsible  Officer of the
Trustee in good faith  determine  that the  withholding of such notice is in the
best  interest of the Holders of  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 such 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 Securities of such series.


                                       51
<PAGE>


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

        The  recitals  contained  herein  and  in  the  Securities,  except  the
Trustee's  certificate of  authentication,  and in any Coupons shall be taken as
the  statements  of the Company  and neither the Trustee nor any  Authenticating
Agent assumes any  responsibility  for their  correctness.  The Trustee makes no
representations  as to the validity or  sufficiency  of this Indenture or of the
Securities or the Coupons,  except that the Trustee  represents  that it is duly
authorized to execute and deliver this  Indenture,  authenticate  the Securities
and perform its  obligations  hereunder and that the statements  made by it in a
Statement  of  Eligibility  on Form T-1  supplied  to the  Company  are true and
accurate,  subject to the qualifications set forth therein.  Neither the Trustee
nor any Authenticating  Agent shall be accountable for the use or application by
the Company of the 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 the
Company,  in its  individual  or any other  capacity,  may  become  the owner or
pledgee of Securities or Coupons and,  subject to Sections 310(b) and 311 of the
Trust Indenture Act, 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.

        Except as provided in Section  403 and Section  1003,  money held by the
Trustee in trust hereunder need not be segregated from other funds except to the
extent required by law and shall be held uninvested.  The Trustee shall be under
no  liability  for  interest  on any money  received by it  hereunder  except as
otherwise agreed in writing 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 the Trustee  hereunder (which
        compensation  shall not be limited by any  provision of law in regard to
        the compensation of a trustee of an express trust);

                (2) except as otherwise  expressly provided herein, to reimburse
        the  Trustee  upon its request for all  reasonable  expenses  (including
        without limitation account maintenance fees), disbursements and advances
        incurred or made by the Trustee in accordance with any provision of this
        Indenture  (including the reasonable  compensation  and the expenses and
        disbursements  of its agents  and  counsel),  except  any such  expense,
        disbursement  or  advance  as  may  be  attributable  to  the  Trustee's
        negligence or bad faith; and

                (3) to  indemnify  the Trustee  and its agents for,  and to hold
        them  harmless  against,  any  loss,  liability  or  reasonable  expense
        (including, without limitation, the reasonable fees and disbursements of
        the Trustee's agents,  legal counsel,  accountants and


                                       52
<PAGE>


        experts) incurred without negligence or bad faith on their part, arising
        out of or in connection  with the  acceptance or  administration  of the
        trust or trusts  hereunder,  including the reasonable costs and expenses
        of defending  themselves  against any claim or  liability in  connection
        with the  exercise  or  performance  of any of their  powers  or  duties
        hereunder, except to the extent that any such loss, liability or expense
        was due to the Trustee's negligence or bad faith.

        As security for the  performance of the obligations of the Company under
this  Section,  the  Trustee  shall have a lien prior to the  Securities  of any
series upon all  property  and funds held or  collected  by the Trustee as such,
except  funds  held in trust for the  payment  of  principal  of, or  premium or
interest on or any Additional  Amounts with respect to Securities or any Coupons
appertaining thereto.

        Any  compensation  or expense  incurred by the  Trustee  after a default
specified  by Section  501(6) or (7) is  intended  to  constitute  an expense of
administration under any then applicable bankruptcy or insolvency law. "Trustee"
for purposes of this Section 607 shall include any  predecessor  Trustee but the
negligence  or bad faith of any Trustee shall not affect the rights of any other
Trustee under this Section 607. The provisions of this Section 607 shall, to the
extent permitted by law,  survive any termination of this Indenture  (including,
without  limitation,  termination  pursuant  to any  Bankruptcy  Laws)  and  the
resignation or removal of the Trustee.

        Section 608. Corporate Trustee Required; Eligibility.

        There shall at all times be a Trustee  hereunder  that is a Corporation,
organized and doing business under the laws of the United States of America, any
state thereof or the District of Columbia,  eligible under Section  310(a)(1) of
the Trust Indenture Act to act as trustee under an indenture qualified under the
Trust  Indenture  Act and that has a combined  capital and surplus  (computed in
accordance  with  Section  310(a)(2)  of the  Trust  Indenture  Act) of at least
$50,000,000 subject to supervision or examination by Federal or state authority.
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 609. Resignation and Removal; Appointment of Successor.

        (1) 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 pursuant to Section 610.

        (2) 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 610 shall
not have been  delivered to the Trustee  within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction  for the  appointment  of a successor  Trustee with respect to such
series.

        (3)  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 the
Company.


                                       53
<PAGE>


        (4) If at any time:

                (a) the  Trustee  shall  fail to  comply  with  the  obligations
        imposed upon it under  Section  310(b) of the Trust  Indenture  Act with
        respect to Securities of any series after  written  request  therefor by
        the  Company or any Holder of a Security  of such  series who has been a
        bona fide  Holder of a Security  of such series for at least six months,
        or

                (b) the Trustee shall cease to be eligible under Section 608 and
        shall fail to resign after  written  request  therefor by the Company or
        any such Holder, or

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

then, in any such case, (i) the Company,  by or pursuant to a Board  Resolution,
may remove the Trustee with respect to all  Securities or the Securities of such
series, or (ii) subject to Section 315(e) of the Trust Indenture Act, any Holder
of a Security  who has been a bona fide  Holder of a Security of such series for
at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee with
respect to all  Securities  of such  series and the  appointment  of a successor
Trustee or Trustees.

        (5) If the  Trustee  shall  resign,  be removed or become  incapable  of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company,  by or pursuant to
a Board Resolution,  shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being  understood that any
such successor Trustee may be appointed with respect 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  610.  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
610, become the successor  Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company.  If
no successor  Trustee with  respect to the  Securities  of any series shall have
been so  appointed  by the Company or the  Holders of  Securities  and  accepted
appointment in the manner  required by Section 610, any Holder of a Security who
has been a bona fide Holder of a Security of such series for at least six months
may, on behalf of himself and all others similarly situated,  petition any court
of  competent  jurisdiction  for the  appointment  of a successor  Trustee  with
respect to the Securities of such series.

        (6) The Company shall give notice of each  resignation  and each removal
of the Trustee with respect to the Securities of any series and each appointment
of a successor  Trustee with respect to the  Securities of any series by mailing
written  notice of such  event by  first-class


                                       54
<PAGE>


mail, postage prepaid, to the Holders of Registered Securities,  if any, of such
series as their names and  addresses  appear in the  Security  Register  and, if
Securities of such series are issued as Bearer Securities,  by publishing notice
of such event once in an Authorized  Newspaper in each Place of Payment  located
outside the United  States.  Each notice shall include the name of the successor
Trustee  with  respect to the  Securities  of such series and the address of its
Corporate Trust Office.

        Section 610. Acceptance of Appointment by Successor.

        (1) Upon the appointment hereunder of any successor Trustee with respect
to  all  Securities,   such  successor   Trustee  so  appointed  shall  execute,
acknowledge  and deliver to the Company and 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 hereunder of the retiring Trustee; but, on the request
of the Company or such successor Trustee, such retiring Trustee, upon payment of
its  charges,  shall  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,  subject  nevertheless to its claim, if any,  provided for in Section
607.

        (2) Upon the appointment hereunder of any successor Trustee with respect
to the Securities of one or more (but not all) series, the Company, the retiring
Trustee and such  successor  Trustee  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,  such  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,  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 that no Trustee shall be responsible
for any  notice  given to, or  received  by, or any act or failure to act on the
part of any other  Trustee  hereunder,  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,  such retiring  Trustee
shall have no further  responsibility  for the  exercise of rights and powers or
for the  performance of the duties and  obligations  vested in the Trustee under
this  Indenture  with respect to the Securities of that or those series to which
the  appointment  of such  successor  Trustee  relates other than as hereinafter
expressly set forth, 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 with respect to the  Securities of that or those
series to which the  appointment  of such  successor  Trustee  relates;  but, on
request of the


                                       55
<PAGE>


Company or such successor  Trustee,  such retiring Trustee,  upon payment of its
charges  with  respect to the  Securities  of that or those  series to which the
appointment  of such  successor  relates and subject to Section  1003 shall duly
assign,   transfer  and  deliver  to  such  successor  Trustee,  to  the  extent
contemplated by such supplemental indenture, the 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,  subject to
its claim, if any, provided for in Section 607.

        (3) Upon  request  of any  Person  appointed  hereunder  as a  successor
Trustee,  the Company shall execute any and all  instruments  for more fully and
certainly  vesting in and confirming to such successor  Trustee all such rights,
powers and trusts  referred to in paragraph (1) or (2) of this  Section,  as the
case may be.

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

        Section 611.   Merger,   Conversion,   Consolidation  or  Succession  to
                       Business.

        Any  Corporation  into which the Trustee may be merged or  converted  or
with which it may be consolidated, or any Corporation resulting from any merger,
conversion  or  consolidation  to which  the  Trustee  shall be a party,  or any
Corporation  succeeding  to all or  substantially  all  of the  corporate  trust
business  of the  Trustee,  shall  be the  successor  of the  Trustee  hereunder
(provided that such Corporation  shall otherwise be 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  such
successor  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.

        Section 612. Appointment of Authenticating Agent.

        The Trustee may appoint one or more Authenticating  Agents acceptable to
the  Company  with  respect to one or more series of  Securities  which shall be
authorized to act on behalf of the Trustee to authenticate Securities of that or
those series issued upon original  issue,  exchange,  registration  of transfer,
partial redemption, partial repayment, partial conversion or exchange for Common
Stock or  other  securities  or  property,  or  pursuant  to  Section  306,  and
Securities so authenticated  shall be entitled to the benefits of this Indenture
and shall be valid and  obligatory for all purposes as if  authenticated  by the
Trustee  hereunder.  Wherever  reference  is  made  in  this  Indenture  to  the
authentication  and  delivery  of  Securities  by the  Trustee or the  Trustee's
certificate  of  authentication,  such  reference  shall be  deemed  to  include
authentication and delivery on behalf of the Trustee by an Authenticating  Agent
and a  certificate  of  authentication  executed  on behalf of the Trustee by an
Authenticating Agent.


                                       56
<PAGE>


        Each Authenticating Agent shall be acceptable to the Company and, except
as  provided  in or  pursuant  to  this  Indenture,  shall  at  all  times  be a
Corporation that would be permitted by the Trust Indenture Act to act as trustee
under an indenture  qualified under the Trust Indenture Act, is authorized under
applicable  law and by its charter to act as an  Authenticating  Agent and has a
combined capital and surplus  (computed in accordance with Section  310(a)(2) of
the  Trust  Indenture  Act)  of  at  least  $50,000,000.   If  at  any  time  an
Authenticating  Agent  shall  cease  to  be  eligible  in  accordance  with  the
provisions of this Section,  it 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 all or substantially  all of
the corporate  agency or corporate  trust business of an  Authenticating  Agent,
shall be the successor of such  Authenticating  Agent  hereunder,  provided such
Corporation  shall  be  otherwise  eligible  under  this  Section,  without  the
execution  or filing of any paper or any  further act on the part of the Trustee
or the Authenticating Agent.

        An Authenticating  Agent may resign at any time by giving written notice
thereof to the Trustee and the  Company.  The Trustee may at any time  terminate
the agency of an  Authenticating  Agent by giving written notice thereof to such
Authenticating  Agent  and  the  Company.   Upon  receiving  such  a  notice  of
resignation  or  upon  such  a  termination,   or  in  case  at  any  time  such
Authenticating  Agent  shall  cease  to  be  eligible  in  accordance  with  the
provisions of this Section,  the Trustee may appoint a successor  Authenticating
Agent which shall be acceptable to the Company and shall (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 shall serve,  as their names and  addresses  appear in the
Security  Register,  and (ii) if  Securities  of the 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.

        The Company  agrees to pay each  Authenticating  Agent from time to time
reasonable  compensation  for its services  under this  Section.  If the Trustee
makes such  payments,  it shall be entitled to be reimbursed  for such payments,
subject to the provisions of Section 607.

        The  provisions of Sections 308, 604 and 605 shall be applicable to each
Authenticating Agent.

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


                                       57
<PAGE>


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

                                  WILMINGTON TRUST COMPANY,
                                  not in its individual capacity, but solely
                                  as Trustee



                                  By:
                                       -----------------------------------------
                                       As Authenticating Agent



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


        If all of the  Securities of any series may not be originally  issued at
one time, and if the Trustee does not have an office  capable of  authenticating
Securities  upon  original  issuance  located  in a Place of  Payment  where the
Company  wishes to have  Securities of such series  authenticated  upon original
issuance,  the Trustee,  if so requested in writing  (which  writing need not be
accompanied by or contained in an Officers'  Certificate of the Company),  shall
appoint in accordance with this Section an Authenticating Agent having an office
in a Place of Payment  designated  by the Company with respect to such series of
Securities.

                                 ARTICLE SEVEN

                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

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

        In  accordance  with  Section  312(a) of the Trust  Indenture  Act,  the
Company shall furnish or cause to be furnished to the Trustee

                (1) semi-annually  with respect to Securities of each series not
        later than May 15 and  November  15 of the year or upon such other dates
        as are set forth in or pursuant  to the Board  Resolution  or  indenture
        supplemental  hereto  authorizing  such series,  a list, in each case in
        such  form as the  Trustee  may  reasonably  require,  of the  names and
        addresses of Holders as of the applicable date, and

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

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


                                       58
<PAGE>


        Section 702. Preservation of Information; Communications to Holders.

        The Trustee shall comply with the  obligations  imposed upon it pursuant
to Section 312 of the Trust Indenture Act.

        Every Holder of  Securities  or Coupons,  by  receiving  and holding the
same,  agrees with the Company and the Trustee  that  neither the  Company,  the
Trustee, any Paying Agent or any Security Registrar shall be held accountable by
reason of the  disclosure of any such  information as to the names and addresses
of the Holders of  Securities  in  accordance  with Section  312(c) of 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 Section 312(b) of the Trust Indenture
Act.

        Section 703. Reports by Trustee.

        (1) Within 60 days after May 15 of each year  commencing  with the first
May 15 following the first  issuance of  Securities  pursuant to Section 301, if
required  by  Section  313(a) of the Trust  Indenture  Act,  the  Trustee  shall
transmit,  pursuant to Section 313(c) of the Trust Indenture Act, a brief report
dated as of such May 15 with  respect  to any of the  events  specified  in said
Sections  313(a) and 313(b)(2)  which may have  occurred  since the later of the
immediately preceding May 15 and the date of this Indenture.

        (2) The Trustee shall transmit the reports required by Section 313(a) of
the Trust Indenture Act at the times specified therein.

        (3) Reports  pursuant to this Section shall be transmitted in the manner
and to the Persons required by Sections 313(c) and 313(d) of the Trust Indenture
Act.

        Section 704. Reports by Company.

        The  Company,  pursuant to Section  314(a) of the Trust  Indenture  Act,
shall:

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

                (2) file with the Trustee and the Commission, in accordance with
        rules and  regulations  prescribed  from time to time by the Commission,
        such  additional  information,  documents  and reports  with  respect to
        compliance by the Company, with the conditions


                                       59
<PAGE>


        and covenants of this  Indenture as may be required from time to time by
        such rules and regulations; and

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

                                 ARTICLE EIGHT

                         CONSOLIDATION, MERGER AND SALES

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

        The  Company  shall  not,  in  any  transaction  or  series  of  related
transactions,  consolidate  with or merge  into  any  Person  or  sell,  assign,
transfer,  lease or otherwise convey all or substantially all its properties and
assets to any Person, unless:

                (1) either (A) the Company  shall be the  continuing  Person (in
        the case of a merger),  or (B) the  successor  Person (if other than the
        Company)  formed by such  consolidation  or into  which the  Company  is
        merged or which acquires by sale, assignment,  transfer,  lease or other
        conveyance  all or  substantially  all the  properties and assets of the
        Company shall be a corporation,  partnership,  limited liability company
        or trust  organized and existing  under the laws of the United States of
        America,  any  state  thereof  or the  District  of  Columbia  and shall
        expressly assume, by an indenture (or indentures,  if at such time there
        is  more  than  one  Trustee)  supplemental  hereto,  executed  by  such
        successor corporation and delivered to the Trustee, in form satisfactory
        to the Trustee,  the due and punctual  payment of the  principal of, any
        premium and interest on, and any Additional Amounts with respect to, all
        the  Outstanding  Securities  and the due and punctual  performance  and
        observance  of every  obligation in this  Indenture and the  Outstanding
        Securities  on the part of the Company to be performed or observed,  and
        which  supplemental  indenture  shall provide for conversion or exchange
        rights in accordance with the provisions of the Securities of any series
        that  are  convertible  or  exchangeable  into  Common  Stock  or  other
        securities;

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

                (3) the Company or the successor  Person shall have delivered to
        the Trustee an  Officers'  Certificate  and an Opinion of Counsel,  each
        stating that such consolidation,  merger, sale, assignment,  transfer or
        lease or other  conveyance and such  supplemental  indenture comply with
        this  Article and that all  conditions  precedent  herein  provided  for
        relating to such transaction have been complied with.


                                       60
<PAGE>


        For purposes of the foregoing, any sale, assignment,  transfer, lease or
other  conveyance  of all or any of the  properties  and  assets  of one or more
Subsidiaries  of the Company (other than to the Company or another  Subsidiary),
which, if such properties and assets were owned by the Company, would constitute
all or substantially all of the Company's properties and assets, shall be deemed
to be the transfer of all or  substantially  all of the properties and assets of
the Company.

        Section 802. Successor Person Substituted for Company.

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

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

        Section 901. Supplemental Indentures without Consent of Holders.

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

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

                (2) to add to the  covenants  of the  Company for the benefit of
        the Holders of all or any series of Securities (as shall be specified in
        such supplemental  indenture or indentures) or to surrender any right or
        power  herein  conferred  upon the  Company  with  respect to all or any
        series of Securities  issued under this Indenture (as shall be specified
        in such supplemental indenture or indentures); or

                (3) to add to or change any of the  provisions of this Indenture
        to provide that Bearer Securities may be registrable as to principal, to
        change or eliminate any restrictions on the payment of principal of, any
        premium  or  interest  on or any  Additional  Amounts  with  respect  to
        Securities,  to permit  Bearer  Securities  to be issued in exchange for
        Registered  Securities,  to permit Bearer Securities to be exchanged for
        Bearer  Securities  of other  authorized  denominations  or to permit or
        facilitate the issuance of Securities in  uncertificated or global form,
        provided any such action shall not adversely


                                       61
<PAGE>


        affect the  interests of the Holders of  Securities of any series or any
        Coupons appertaining thereto; or

                (4) to establish  the form or terms of  Securities of any series
        and any Coupons  appertaining  thereto as  permitted by Sections 201 and
        301,  including,  without  limitation,  and any  conversion  or exchange
        provisions  applicable  to  Securities  which  are  convertible  into or
        exchangeable for other securities or property, and any deletions from or
        additions or changes to this Indenture in connection therewith (provided
        that any such  deletions,  additions and changes shall not be applicable
        to any other series of Securities then Outstanding); or

                (5) to evidence and provide for the  acceptance  of  appointment
        hereunder by a successor  Trustee with respect to the  Securities of one
        or more  series  and to add to or change any of the  provisions  of this
        Indenture  as  shall be  necessary  to  provide  for or  facilitate  the
        administration  of the  trusts  hereunder  by  more  than  one  Trustee,
        pursuant to the requirements of Section 610; or

                (6) to cure  any  ambiguity  or to  correct  or  supplement  any
        provision  herein which may be  defective  or 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 which shall
        not  adversely  affect the interests of the Holders of Securities of any
        series then Outstanding or any Coupons appertaining thereto; or

                (7) to add any additional  Events of Default with respect to all
        or any series of Securities (as shall be specified in such  supplemental
        indenture); 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 and/or satisfaction and discharge of any
        series of Securities  pursuant to Article  Four,  provided that any such
        action  shall not  adversely  affect  the  interests  of any Holder of a
        Security  of such  series and any  Coupons  appertaining  thereto or any
        other Security or Coupon in any material respect; or

                (9) to  secure  the  Securities  or to add  guarantees  for  the
        benefit of the Securities; or

                (10) to make  provisions  with respect to conversion or exchange
        rights of Holders of Securities of any series; or

                (11) to amend or supplement any provision contained herein or in
        any  supplemental  indenture or in any  Securities  (which  amendment or
        supplement  may apply to one or more series of  Securities  or to one or
        more  Securities  within any series as  specified  in such  supplemental
        indenture or  indentures),  provided  that such  amendment or supplement
        does not apply to any  Outstanding  Security issued prior to the date of
        such  supplemental  indenture  and  entitled  to the  benefits  of  such
        provision; or

                (12)  in  the  case  of  any  series  of  Securities  which  are
        convertible into or exchangeable for Common Stock or other securities or
        property, to safeguard or provide


                                       62
<PAGE>


        for the  conversion  or  exchange  rights,  as the case may be,  of such
        Securities in the event of any reclassification or change of outstanding
        shares of Common  Stock or any merger,  consolidation,  statutory  share
        exchange or  combination  of the Company with or into another  Person or
        any sale, lease, assignment,  transfer,  disposition or other conveyance
        of all or substantially  all of the properties and assets of the Company
        to any other Person or other similar transactions, if expressly required
        by the  terms of such  series  of  Securities  established  pursuant  to
        Section 301; or

                (13) to qualify or maintain the qualifications of this Indenture
        under the Trust Indenture Act.

        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 or pursuant to a Board Resolution), and
the Trustee may (but is not  obligated to) 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 the
Securities  of such  series or of  modifying  in any  manner  the  rights of the
Holders of Securities  of such series under this  Indenture;  provided,  that no
such  supplemental  indenture,  without  the  consent  of  the  Holder  of  each
Outstanding Security affected thereby, shall

                (1) change the Stated  Maturity of the principal of, or premium,
        if any, or any  installment  of interest,  if any, on, or any Additional
        Amounts, if any, with respect to, any Security,  or reduce the principal
        amount  thereof or the premium,  if any,  thereon or the rate (or modify
        the calculation of such rate) of interest thereon,  or reduce the amount
        payable  upon  redemption  thereof  at  the  option  of the  Company  or
        repayment  thereof at the option of the Holder, or reduce any Additional
        Amounts  payable with respect  thereto,  or change the obligation of the
        Company to pay  Additional  Amounts  pursuant to Section 1004 (except as
        contemplated  by Section  801(1) and  permitted by Section  901(1)),  or
        reduce  the  amount of the  principal  of any  Original  Issue  Discount
        Security  that  would  be  due  and  payable  upon  a   declaration   of
        acceleration  of the  Maturity  thereof  pursuant  to Section 502 or the
        amount  thereof  provable  in  bankruptcy  pursuant  to Section  504, or
        adversely  affect the right of  repayment at the option of any Holder as
        contemplated by Article  Thirteen,  or change the Place of Payment where
        or the Currency in which the  principal  of, 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 Stated  Maturity  thereof  (or,  in the case of
        redemption, on or after the Redemption Date or, in the case of repayment
        pursuant to Article  Thirteen  at the option of the Holder,  on or after
        the date for repayment) in each case as such Stated Maturity, Redemption
        Date or date for repayment may, if applicable, be extended in accordance
        with the terms of such Security or any Coupon  appertaining  thereto, or
        in the case of any Security  which is convertible  into or  exchangeable
        for other securities or property,  impair the right to institute suit to
        enforce the right to convert or  exchange  such  Security in  accordance
        with its terms, or


                                       63
<PAGE>


                (2) reduce the percentage in principal amount of the Outstanding
        Securities  of any series,  the consent of whose Holders is required for
        any such  supplemental  indenture,  or the  consent of whose  Holders is
        required for any waiver (of compliance  with certain  provisions of this
        Indenture or certain defaults hereunder and their consequences) provided
        for in Section 513 or 1008 of this Indenture, or reduce the requirements
        of Section 1504 for quorum or voting, or

                (3) modify any of the provisions of this Section, Section 513 or
        Section 1008,  except to increase any such percentage or to provide that
        certain other  provisions of this Indenture cannot be modified or waived
        without the consent of the Holder of each Outstanding  Security affected
        thereby, or

                (4) make any change that adversely affects the right, if any, to
        convert or exchange any Security for Common Stock or other securities or
        property in accordance with its terms.

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

        Anything in this Indenture to the contrary notwithstanding, if more than
one series of Securities is Outstanding,  the Company shall be entitled to enter
into a supplemental  indenture under this Section 902 with respect to any one or
more series of  Outstanding  Securities  without  entering  into a  supplemental
indenture with respect to any other series of Outstanding Securities.

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

        Section 903. Execution of Supplemental Indentures.

        As a condition to executing,  or accepting the additional trusts created
by, any supplemental  indenture  permitted by this Article or the  modifications
thereby of the trust created by this Indenture, the Trustee shall be entitled to
receive,  and (subject to Sections  315(a) through 315(d) of the Trust Indenture
Act) shall be fully  protected in relying upon, an Officers'  Certificate and an
Opinion  of  Counsel  to the  effect  that the  execution  of such  supplemental
indenture  is  authorized   or  permitted  by  this   Indenture  and  that  such
supplemental indenture has been duly authorized,  executed and delivered by, and
is a valid,  binding and  enforceable  obligation  of, the  Company,  subject to
customary exceptions. The Trustee may, but shall not be obligated to, enter into
any such supplemental  indenture which affects the Trustee's own rights,  duties
or immunities under this Indenture or otherwise.

        Section 904. Effect of Supplemental Indentures.

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


                                       64
<PAGE>


Indenture  for all  purposes;  and every  Holder of a  Security  theretofore  or
thereafter  authenticated and delivered hereunder and of any Coupon appertaining
thereto shall be bound thereby.

        Section 905. 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.

        Section 906. 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.


                                   ARTICLE TEN

                                    COVENANTS

        Section 1001.  Payment of Principal,  Premium,  Interest and  Additional
                       Amounts.

        The Company  covenants  and agrees for the benefit of the Holders of the
Securities of each series that it will duly and punctually pay the principal of,
any  premium and  interest on and any  Additional  Amounts  with  respect to the
Securities of such series,  whether  payable in cash,  shares of Common Stock or
other securities or property,  in accordance with the terms thereof, any Coupons
appertaining thereto and this Indenture. Any interest due on any Bearer Security
on or before the  Maturity  thereof,  and any  Additional  Amounts  payable with
respect to such interest,  shall be payable only upon presentation and surrender
of the Coupons appertaining thereto for such interest as they severally mature.

        Section 1002. Maintenance of Office or Agency.

        The  Company  shall  maintain in each Place of Payment for any series of
Securities  an Office or Agency where  Securities of such series (but not Bearer
Securities,  except as otherwise provided below, unless such Place of Payment is
located  outside the United States) may be presented or surrendered for payment,
where  Securities of such series may be surrendered for registration of transfer
or  exchange,   where   Securities  of  such  series  that  are  convertible  or
exchangeable  may be surrendered  for conversion or exchange,  and where notices
and demands to or upon the Company in respect of the  Securities  of such series
relating thereto 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; provided,  however, that if the Securities of such series are listed on
the London Stock


                                       65
<PAGE>


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
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 of 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 Security may be made at the  Corporate  Trust Office of
the  Trustee or any Office or Agency  designated  by the  Company in the City of
Wilmington,  Delaware or 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  shall give prompt  written  notice to the Trustee of any
such  designation  or  rescission  and of any change in the location of any such
other Office or Agency.

        Unless otherwise provided in or pursuant to this Indenture,  the Company
hereby designates the City of Wilmington,  Delaware or the Borough of Manhattan,
the City of New York as a Place  of  Payment  for  each  series  of  Securities,
initially  appoints  the  Corporate  Trust  Office of the Trustee in the City of
Wilmington, Delaware or in the Borough of Manhattan, the City of New York as the
Company's Office or Agency in the City of Wilmington, Delaware or in the Borough
of  Manhattan,  The City of New York,  as the case may be, for such  purpose and
initially  appoints  the Trustee as the  Security  Registrar  for each series of
Securities  and,  if the  Securities  of any  series  are  convertible  into  or
exchangeable  for  Common  Stock  or other  securities  or  property,  initially
appoints the Trustee as  conversion or exchange  agent,  as the case may be, for
the Securities of such series. The Company may subsequently  appoint a different
Office  or Agency  in the City of  Wilmington,  Delaware  or in the  Borough  of
Manhattan, The City


                                       66
<PAGE>


of New York and, as provided in Section 305, may remove and replace from time to
time the Security Registrar.

        As set forth above in this Section 1002, and unless  otherwise  provided
pursuant to Section 301 with respect to any series of  Securities,  in the event
that the Securities of a series are originally  issued solely in the form of one
or more permanent global Securities and if at any time thereafter  Securities of
such series are issued in  definitive  certificated  form in exchange for all or
any  portion of such  global  Securities  (whether  pursuant  to Section  305 or
otherwise  pursuant to the terms of such Securities),  the Company shall, at all
times from and after the date of the first such  exchange  until such time as no
Securities  of such  series in  definitive  certificated  form are  Outstanding,
establish and maintain an Office or Agency in the Borough of Manhattan, The City
of New York (in  addition  to any other  Offices  or  Agencies  the  Company  is
required to maintain in respect of such  Securities)  where  Securities  of such
series may be surrendered and where notices and demands in respect of Securities
of such series and this  Indenture may be served for the purposes  specified in,
and as contemplated by, the first paragraph of this Section 1002.

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

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

        Whenever the Company shall have one or more Paying Agents for any series
of  Securities,  it shall,  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 such series,  deposit with any Paying Agent a sum (in the Currency
or  Currencies  described  in the  preceding  paragraph)  sufficient  to pay the
principal,  premium,  interest and  Additional  Amounts,  as the case may be, so
becoming  due,  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  shall cause each Paying Agent for any series of  Securities
other than the Trustee to execute and  deliver to the Trustee an  instrument  in
which such Paying Agent shall agree with the Trustee,  subject to the provisions
of this Section, that such Paying Agent shall:

                (1) 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;

                (2) give the  Trustee  notice  within  one  Business  Day of any
        default by the Company (or any other obligor upon the Securities of such
        series)  in the  making of any


                                       67
<PAGE>


        payment of  principal,  any  premium or  interest  on or any  Additional
        Amounts with respect to the Securities of such series; and

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

To the extent that the terms of any Securities  established  pursuant to Section
301 provide that any  principal  of, or premium or  interest,  if any, on or any
Additional  Amounts with respect to any such  Securities is or may be payable in
Common  Stock or other  securities  or  property,  then the  provisions  of this
Section  1003 shall  apply,  mutatis  mutandis,  to such  Common  Stock or other
securities or property.

        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 terms as those  upon  which such sums were held by the  Company or
such Paying  Agent;  and,  upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further  liability  with respect to
such sums.

        Except as  otherwise  provided  herein  or  pursuant  hereto,  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, any  premium or interest on or any
Additional  Amounts  with  respect to any  Security  of any series or any Coupon
appertaining  thereto and remaining unclaimed for two years after such principal
or such  premium or  interest  or  Additional  Amount  shall have become due and
payable shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security or
any Coupon  appertaining  thereto  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,  not later than 30 days after the  Company's  request  for such
repayment,  at the  expense of the Company  cause to be  published  once,  in an
Authorized Newspaper in each Place of Payment for such series or to be mailed to
Holders of Registered Securities of such series, or both, 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 nor shall it be
earlier  than two years  after such  principal  and any  premium or  interest or
Additional  Amounts shall have become due and payable,  any unclaimed balance of
such money then remaining will be repaid to the Company.

        Section 1004. 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  Securities 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,  such
mention shall be


                                       68
<PAGE>


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  is  made),  and at least 10 days  prior to each  date of  payment  of
principal  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 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 United
States  Aliens  without  withholding  or deduction for or on account of any tax,
assessment  or other  governmental  charge  described in the  Securities of such
series or pursuant to Section 301 with respect to the Securities of such series.
If any such  withholding  or deduction  shall be required,  then such  Officers'
Certificate shall specify by country the amount, if any, required to be withheld
on or deducted from such payments to such Holders of Securities or Coupons,  and
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.  Nothing in this  Section  1004 or  elsewhere in this
Indenture  shall limit the obligation of the Company to pay  Additional  Amounts
with  respect to the  Securities  of any series  pursuant to the terms,  if any,
established  pursuant  to Section  301 with  respect to the  Securities  of such
series.

        Section 1005. 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 (i) the corporate
existence  of the  Company,  (ii) the  existence  (corporate  or  other) of each
Restricted  Subsidiary  of  the  Company  and  (iii)  the  rights  (charter  and
statutory),  licenses and  franchises of the Company and each of its  Restricted
Subsidiaries;  provided,  however,  that the  Company  shall not be  required to
preserve  the  existence   (corporate  or  other)  of  any  of  its   Restricted
Subsidiaries  or any such right,  license or  franchise of the Company or any of
its Restricted  Subsidiaries if the Board of Directors of the Company determines
that the  preservation  thereof  is no longer  desirable  in the  conduct of the
business  of the Company and its  Restricted  Subsidiaries  taken as a whole and
that the loss thereof will not be disadvantageous in any material respect to the
Holders.


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<PAGE>


        Section 1006. Maintenance of Properties.

        The Company will,  and will cause each  Restricted  Subsidiary to, cause
all  its  properties  used  or  useful  in the  conduct  of its  business  to be
maintained  and kept in good  condition,  repair and working  order and supplied
with all necessary  equipment  and will cause to be made all necessary  repairs,
renewals,  replacements,  betterments and  improvements  thereof,  all as in the
judgment of the  Company may be  necessary  so that the  business  carried on in
connection therewith may be properly and advantageously  conducted at all times;
provided, however, that nothing in this Section shall prevent the Company or any
Restricted Subsidiary from discontinuing the operation and maintenance of any of
their respective  properties if such  discontinuance  is, in the judgment of the
Board of Directors of the Company or of any Restricted  Subsidiary,  as the case
may be, desirable in the conduct of its business.

        Section 1007. Payment of Taxes and Other Claims.

        The Company will, and will cause each  Restricted  Subsidiary to, pay or
discharge  or cause to be paid or  discharged,  before  the  same  shall  become
delinquent,  (1) all material taxes, assessments and governmental charges levied
or imposed upon it or upon its income,  profits or property,  and (2) all lawful
claims for labor, materials and supplies which, if unpaid, might by law become a
lien upon its  property;  provided,  however,  that  neither the Company nor any
Restricted  Subsidiary shall be required to pay or discharge or cause to be paid
or discharged any such material tax,  assessment,  charge or claim whose amount,
applicability  or  validity  is being  contested  in good  faith by  appropriate
proceedings.

        Section 1008. Waiver of Certain Covenants.

        The Company may omit in any particular instance to comply with any term,
provision  or  condition  set forth in Sections  1002 to 1007,  inclusive,  with
respect to the Securities of any series and, if expressly  provided  pursuant to
Section 301(18),  any additional  covenants applicable to the Securities of such
series if before the time for such compliance the Holders of at least a majority
in principal amount of the Outstanding Securities of such series, by Act of such
Holders,  either shall waive such compliance in such instance or generally shall
have waived  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 1009. Company Statement as to Compliance.

        The Company shall deliver to the Trustee,  within 120 days after the end
of each fiscal  year,  a written  statement  (which need not be  contained in or
accompanied  by an  Officers'  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  and  observance  of any of the terms,
provisions  and  conditions  of  this  Indenture   (without   regard  to  notice
requirements  or  periods  of grace)  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.


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<PAGE>


                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

        Section 1101. Applicability of Article.

        Redemption  of  Securities of any series at the option of the Company as
permitted  or  required  by the  terms  of  such  Securities  shall  be  made in
accordance with the terms of such  Securities and (except as otherwise  provided
herein or pursuant hereto) this Article.

        Section 1102. Election to Redeem; Notice to Trustee.

        The election of the Company to redeem any Securities  shall be evidenced
by or pursuant to a Board Resolution.  In case of any redemption at the election
of the Company of less than all of the  Securities  of any  series,  the Company
shall,  at  least 60 days  prior to the  Redemption  Date  fixed by the  Company
(unless a shorter  notice  shall be  satisfactory  to the  Trustee),  notify the
Trustee of such  Redemption  Date and of the  principal  amount of Securities of
such series to be redeemed  and, in the event that the Company  shall  determine
that  the  Securities  of any  series  to be  redeemed  shall be  selected  from
Securities of such series having the same issue date,  interest rate or interest
rate formula,  Stated  Maturity and other terms (the  "Equivalent  Terms"),  the
Company shall notify the Trustee of such Equivalent Terms.

        In the case of any  redemption of Securities (A) prior to the expiration
of any restriction on such  redemption  provided in the terms of such Securities
or  elsewhere  in this  Indenture  or (B) pursuant to an election of the Company
which is subject to a condition  specified  in the terms of such  Securities  or
elsewhere  in this  Indenture,  the  Company  shall  furnish  to the  Trustee an
Officers' Certificate evidencing compliance with such restriction or condition.

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

        If less than all of the  Securities  of any series are to be redeemed or
if less than all of the Securities of any series with Equivalent 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 or from the Outstanding Securities of such series with
Equivalent Terms, as the case may be, not previously  called for redemption,  by
such method as the Trustee shall deem fair and appropriate and which may provide
for the  selection  for  redemption  of  portions  of the  principal  amount  of
Registered  Securities of such series;  provided,  however, that no such partial
redemption  shall  reduce the portion of the  principal  amount of a Security of
such series not redeemed to less than the minimum denomination for a Security of
such series established herein or pursuant hereto.

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

        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


                                       71
<PAGE>


be redeemed  only in part,  to the portion of the  principal 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 or property 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 prepared by the Company at its expense and
shall be given in the manner  provided in Section 106, 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 the Holders of Securities to be redeemed.
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 portions 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 Outstanding Securities of any series are to
        be redeemed, the identification (and, in the case of partial redemption,
        the  principal  amount) of the  particular  Security or Securities to be
        redeemed,

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

                (5) that, on the Redemption  Date,  the  Redemption  Price shall
        become due and payable upon each such Security or portion  thereof to be
        redeemed,  together (if applicable) with accrued and unpaid interest, if
        any,  thereon  (subject,  if  applicable,  to the  provisos to the first
        paragraph of Section 1106),  and, if applicable,  that interest  thereon
        shall 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


                                       72
<PAGE>


        Date, are to be surrendered for payment of the Redemption  Price and 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 or
        property,  the then current  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 and the  Persons to whom
        such Securities may be surrendered for conversion or exchange,

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

                (12) if the  Redemption  Price or any portion  thereof  shall be
        payable,  at the  option of the  Company or any  Holders,  in cash or in
        Common Stock or other securities or property (or a combination thereof),
        a statement as to whether the Company has elected to pay the  Redemption
        Price in cash or  Common  Stock or other  securities  or  property  or a
        combination  thereof and, if  applicable,  the portion of the Redemption
        Price that is to be paid in cash,  Common Stock or other  securities  or
        property.

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

        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 noon  (local  time in New  York  City) on any  Redemption
Date,  the Company shall  deposit,  with respect to the Securities of any series
called for  redemption  pursuant  to Section  1104,  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


                                       73
<PAGE>


money in the applicable  Currency sufficient to pay the Redemption Price of, and
(except  if the  Redemption  Date  shall be an  Interest  Payment  Date,  unless
otherwise  specified  pursuant to Section 301 for or in the  Securities  of such
series) any accrued interest on and Additional Amounts with respect to, all such
Securities  or portions  thereof  which are to be redeemed on that date,  except
that, if the  Securities of such series are  convertible  or  exchangeable  into
Common Stock or other securities or property,  no such deposit shall be required
with  respect  to any such  Securities  (or  portions  thereof)  which have been
converted or exchanged prior to such Redemption Date.

        Section 1106. Securities Payable on Redemption Date.

        Notice of redemption  having been given as aforesaid,  the Securities so
to be redeemed  (except,  in the case of  Securities  which are  convertible  or
exchangeable  into  Common  Stock  or other  securities  or  property,  any such
Securities  which  shall  have  been so  converted  or  exchanged  prior  to the
applicable  Redemption  Date)  shall,  on the  Redemption  Date,  become due and
payable  at the  Redemption  Price  therein  specified,  together  with  (unless
otherwise  provided with respect to the  Securities  of such series  pursuant to
Section 301)  accrued and unpaid  interest,  if any,  thereon 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 cease to bear interest
and the Coupons for such interest appertaining to any Bearer Securities so to be
redeemed,  except to the extent provided below, shall be void. Upon surrender of
any such Security for redemption in accordance  with said notice,  together with
all Coupons,  if any,  appertaining  thereto maturing after the Redemption Date,
such Security  shall be paid by the Company at the  Redemption  Price,  together
with,  unless otherwise  provided in or pursuant to this Indenture,  any accrued
and unpaid interest  thereon and Additional  Amounts with respect thereto to but
excluding 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 otherwise  provided in Section 1002),  and provided,
further, that, except as otherwise specified in or pursuant to this Indenture or
the Registered Securities of such series, installments of interest on Registered
Securities  whose Stated Maturity is on or prior to the Redemption Date shall be
payable  to  the  Holders  of  such  Securities,  or  one  or  more  Predecessor
Securities,  registered  as such at the close of business on the Regular  Record
Dates therefor 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 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


                                       74
<PAGE>


Coupons at an Office or Agency for such Security  located  outside of the United
States except as otherwise provided in Section 1002.

        If  any  Security  called  for  redemption  shall  not be so  paid  upon
surrender  thereof for  redemption,  the principal and any premium,  until paid,
shall bear interest from the Redemption Date at the rate prescribed  therefor in
the Security or, if no rate is prescribed therefor in the Security,  at the rate
of interest, if any, 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 Securities of the
same  series,  containing  identical  terms and  provisions,  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.  If a Security in global form is so surrendered,  the Company shall
execute,  and the Trustee shall  authenticate  and deliver to the Depository for
such  Security in global form as shall be  specified  in the Company  Order with
respect thereto to the Trustee, without service charge, a new Security in global
form in a denomination  equal to and in exchange for the  unredeemed  portion of
the principal of the Security in global form so surrendered.


                                 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  permitted or
required in or pursuant to this  Indenture or any Security of such series issued
pursuant to this Indenture.

        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 such 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.


                                       75
<PAGE>


        Section 1202. Satisfaction of Sinking Fund Payments with Securities.

        The Company may, in  satisfaction of all or any part of any sinking fund
payment with respect to the  Securities of any series to be made pursuant to the
terms of such  Securities  (1)  deliver  Outstanding  Securities  of such series
(other than any of such  Securities  previously  called for redemption or any of
such  Securities  in  respect of which  cash  shall  have been  released  to the
Company),  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 series of Securities or through the application of
permitted  optional  sinking  fund  payments  pursuant  to  the  terms  of  such
Securities,  provided that such Securities have not been previously so credited.
Such  Securities  shall be received and credited for such purpose by the Trustee
at the Redemption  Price  specified in such  Securities  for redemption  through
operation of the sinking fund and the amount of such sinking fund payment  shall
be reduced  accordingly.  If as a result of the delivery or credit of Securities
of any  series in lieu of cash  payments  pursuant  to this  Section  1202,  the
principal amount of Securities of such series to be redeemed in order to exhaust
the  aforesaid  cash payment shall be less than  $100,000,  the Trustee need not
call Securities of such series for redemption,  except upon Company Request, and
such cash payment  shall be held by the Trustee or a Paying Agent and applied to
the next succeeding sinking fund payment, provided, however, that the Trustee or
such Paying Agent shall at the request of the Company from time to time pay over
and deliver to the Company any cash payment so being held by the Trustee or such
Paying Agent upon  delivery by the Company to the Trustee of  Securities of that
series  purchased by the Company having an unpaid  principal amount equal to the
cash payment requested to be released to the Company.

        Section 1203. Redemption of Securities for Sinking Fund.

        Not less than 75 days prior to each  sinking  fund  payment date for any
series of  Securities,  the Company  shall  deliver to the Trustee an  Officers'
Certificate  specifying  the amount of the next ensuing  mandatory  sinking fund
payment  for that  series  pursuant  to the terms of that  series,  the  portion
thereof,  if any,  which is to be  satisfied  by payment of cash and the portion
thereof,  if any,  which is to be  satisfied  by  delivering  and  crediting  of
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  credited  and not
theretofore  delivered.  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 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 1106 and 1107.


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<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 cancelled.  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  applicable  repayment  date an
amount not less than the repayment  price payable by the Company on repayment of
such Securities, 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.

        Unless  otherwise  expressly  stated in this  Indenture  or  pursuant to
Section 301 with respect to the  Securities  of any series or unless the context
otherwise  requires,  all  references  in this  Indenture  to the  repayment  of
Securities  at the option of the Holders  thereof  (and all  references  of like
import)  shall be deemed to include a reference to the  repurchase of Securities
at the option of the Holders thereof.


                                ARTICLE FOURTEEN

                        SECURITIES IN FOREIGN CURRENCIES

        Section 1401. Applicability of Article.

        Whenever  this  Indenture  provides  for  (i)  any  action  by,  or  the
determination  of any of the rights of,  Holders of  Securities of any series in
which not all of such  Securities  are  denominated in the same Currency or (ii)
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 action, determination or 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 action,  determination or
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.


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<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 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.


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<PAGE>


        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 or
duly  reconvened  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 at least 66-2/3% in principal amount of the Outstanding Securities of
a series,  the  Persons  entitled  to vote  66-2/3% 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(1),  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  request,  demand,  authorization,  direction,
notice, consent, waiver or other Act which this Indenture expressly provides may
be made,  given or taken by the Holders of at least 66-2/3% 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  66-2/3% in  principal
amount of the  Outstanding  Securities of that series;  and  provided,  further,
that,  except as limited by the  proviso to Section  902,  any  resolution  with
respect to any  request,  demand,  authorization,  direction,  notice,  consent,
waiver or other Act which this Indenture  expressly  provides may be made, given
or  taken  by the  Holders  of a  specified  percentage,  which  is less  than a
majority,  in principal amount of the Outstanding  Securities of a series may be
adopted at a meeting or an  adjourned  meeting  duly  reconvened  and at which a
quorum is present as  aforesaid by the  affirmative  vote of the Holders of such
specified  percentage in principal amount of the Outstanding  Securities of such
series.

        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.


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<PAGE>


        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  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


                                       80
<PAGE>


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.

                                    * * * * *

        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.


                                       81
<PAGE>


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

                              NYMAGIC, INC.


                              By:  /s/ George R. Trumbull
                                  ----------------------------------------------
                                  Name:  George R. Trumbull
                                  Title: Chairman and Chief Executive Officer


                              By:  /s/ Thomas J. Iacopelli
                                  ----------------------------------------------
                                  Name:  Thomas J. Iacopelli
                                  Title: Chief Financial Officer and Treasurer




                              WILMINGTON TRUST COMPANY,
                              not in its individual capacity, but solely
                              as Trustee

                              By:  /s/ Anita E. Dallago
                                  ----------------------------------------------
                                  Name:  Anita E. Dallago
                                  Title: Senior Financial Services Officer


                                       82

</TEXT>
</DOCUMENT>
