REGISTRATION NO. 333-___
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           
                           --------------------------

                           CONTINENTAL AIRLINES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 

<TABLE>
<CAPTION>
<S>                                    <C>                                 <C>
          DELAWARE                               4512                                       74-2099724
(STATE OR OTHER JURISDICTION OF        (PRIMARY STANDARD INDUSTRIAL        (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
 INCORPORATION OR ORGANIZATION)         CLASSIFICATION CODE NUMBER)
</TABLE>


                               2929 ALLEN PARKWAY
                              HOUSTON, TEXAS 77019
                                 (713) 834-5000
    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                  OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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


<TABLE>
<CAPTION>
<S>                                                                   <C>
             JEFFERY A. SMISEK, ESQ.                                   COPIES OF CORRESPONDENCE TO:
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
           CONTINENTAL AIRLINES, INC.                                        JOHN K. HOYNS, ESQ.
         2929 ALLEN PARKWAY, SUITE 2010                                  HUGHES HUBBARD & REED LLP
             HOUSTON, TEXAS 77019                                          ONE BATTERY PARK PLAZA
                (713) 834-2950                                         NEW YORK, NEW YORK 10004-1482
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
</TABLE>

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

                  APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED
                SALE TO THE PUBLIC: From time to time after this
                    Registration Statement becomes effective.

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

     If the only  securities  being  registered  on this Form are being  offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. |_|
     If any of the securities  being registered on this Form are so offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
     If this Form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. |_|
     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering. |_|
     If delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|


<PAGE>


<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
==================================================================================================================================
                                                         PROPOSED MAXIMUM OFFERING           PROPOSED               AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES        AMOUNT TO BE             PRICE              MAXIMUM AGGREGATE OFFERING   REGISTRATION FEE
        TO BE REGISTERED                  REGISTERED           PER UNIT (1)                PRICE (1)(2)
- -----------------------------------   -----------------  -------------------------  ---------------------------   ================
<S>             <C>                    <C>          <C>           <C>                      <C>                       <C>     
Debt Securities (3)                    $400,000,000 (4)           (5)                      $400,000,000              $121,213
==================================================================================================================================

<FN>
(1)  The proposed  maximum per unit and aggregate  offering  prices per class of
     security  will  be  determined  from  time to  time  by the  Registrant  in
     connection with the issuance by the Registrant of the securities registered
     hereunder.
(2)  Estimated  solely for purposes of determining the registration fee pursuant
     to  Rule  457(o)  under  the  Securities  Act  of  1933,  as  amended  (the
     "Securities Act").
(3)  Subject  to  note  (4)  below,  there  is  being  registered  hereunder  an
     indeterminate principal amount of Debt Securities as may be sold, from time
     to  time,  by the  Registrant.  If any Debt  Securities  are  issued  at an
     original issue discount,  then the principal amount will be increased,  but
     the aggregate initial offering price will not exceed  $400,000,000 less the
     dollar amount of the aggregate  initial  offering  price of any  securities
     previously issued hereunder.
(4)  In no event will the aggregate  initial  offering  price of all  securities
     issued from time to time  pursuant to this  Registration  Statement  exceed
     $400,000,000 or the equivalent  thereof in one or more foreign  currencies,
     foreign currency units, or composite currencies.  The securities registered
     hereunder  may  be  sold  separately  or as  units  with  other  securities
     registered  hereunder.
(5)  Not required to be included in accordance with General Instruction II.D. of
     Form S-3 under the Securities Act.
</FN>

</TABLE>

     THE REGISTRANT  HEREBY AMENDS THIS  REGISTRATION  STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER  AMENDMENT  WHICH  SPECIFICALLY  STATES  THAT  THIS  REGISTRATION
STATEMENT SHALL  THEREAFTER  BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE  SECURITIES  ACT OF 1933 OR UNTIL THE  REGISTRATION  STATEMENT  SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION,  ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================


<PAGE>


                   SUBJECT TO COMPLETION, DATED JUNE __, 1997


PROSPECTUS

                                  $400,000,000

                           CONTINENTAL AIRLINES, INC.

                                 DEBT SECURITIES

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

     Continental Airlines, Inc. ("Continental",  or the "Company") may from time
to time offer,  together  or  separately,  its debt  securities,  consisting  of
debentures,  notes and/or other evidences of indebtedness representing unsecured
obligations of Continental (the "Debt Securities"), in amounts, at prices and on
terms to be  determined  at the time of offering.  The Debt  Securities  offered
pursuant to this Prospectus may be issued as unsecured and  unsubordinated  Debt
Securities  ("Senior Debt  Securities")  or as unsecured and  subordinated  Debt
Securities  ("Subordinated Debt Securities"),  in one or more series and will be
limited to $400,000,000  aggregate  public offering price and exercise price (or
its equivalent  (based on the  applicable  exchange rate at the time of sale) in
one or more foreign currencies or currency units).

     The specific  terms of the particular  Debt  Securities in respect of which
this Prospectus is being delivered (the "Offered  Securities") will be set forth
in a supplement to this Prospectus (the "Prospectus  Supplement")  which will be
delivered  together  with  this  Prospectus  including,  where  applicable,  the
specific  designation  (including whether the Offered Securities are Senior Debt
Securities  or  Subordinated  Debt  Securities),   aggregate  principal  amount,
ranking, authorized denomination, maturity, premium, if any, the rate (which may
be fixed or variable),  time and method of calculating payments of interest,  if
any, the place or places where principal of, premium,  if any, and interest,  if
any, on such Debt  Securities  will be payable,  the currency in which principal
of,  premium,  if any, and  interest,  if any, on such Debt  Securities  will be
payable, any terms of redemption at the option of Continental or the holder, any
sinking fund  provisions,  the initial  public  offering price and other special
terms, together with any other terms in connection with the offering and sale of
the Offered Securities, and the net proceeds to Continental from such offering.

     The Debt  Securities may be denominated in United States dollars or, at the
option of Continental if so specified in the applicable  Prospectus  Supplement,
in one or more foreign  currencies or currency units. The Debt Securities may be
issued in  registered  form or bearer  form,  or both.  If so  specified  in the
applicable Prospectus  Supplement,  Debt Securities of a series may be issued in
whole  or in part  in the  form of one or more  temporary  or  permanent  global
securities.

                                              (CONTINUED ON THE FOLLOWING PAGE.)




<PAGE>


(CONTINUED FROM THE PRIOR PAGE.)

     The Senior Debt  Securities  will rank on a parity with all  unsecured  and
unsubordinated indebtedness of Continental, and the Subordinated Debt Securities
will be  subordinated  in  right  of  payment  to all  Senior  Indebtedness  (as
hereinafter  defined).  See  "Description of Debt  Securities--Subordination  of
Subordinated Debt Securities."

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

     Continental  may sell  the  Debt  Securities  to or  through  underwriters,
through dealers or agents or directly to purchasers. See "Plan of Distribution."
The Prospectus Supplement will set forth the names of any underwriters,  dealers
or agents, if any, involved in the sale of the Offered  Securities in respect of
which this Prospectus is being delivered,  the proposed  amounts,  if any, to be
purchased by underwriters and the compensation,  if any, of such underwriters or
agents.

     THIS  PROSPECTUS  MAY NOT BE USED TO  CONSUMMATE  SALES OF DEBT  SECURITIES
UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.

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

     THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED BY THE SECURITIES
AND  EXCHANGE  COMMISSION  OR  ANY  STATE  SECURITIES  COMMISSION  NOR  HAS  THE
SECURITIES AND EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION  PASSED
UPON THE  ACCURACY OR ADEQUACY OF THIS  PROSPECTUS.  ANY  REPRESENTATION  TO THE
CONTRARY IS A CRIMINAL OFFENSE.

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


                 The date of this Prospectus is June ___, 1997.

     INFORMATION  CONTAINED  HEREIN IS SUBJECT TO  COMPLETION  OR  AMENDMENT.  A
REGISTRATION  STATEMENT  RELATING  TO THESE  SECURITIES  HAS BEEN FILED WITH THE
SECURITIES  AND EXCHANGE  COMMISSION.  THESE  SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION  STATEMENT  BECOMES
EFFECTIVE.  THIS  PROSPECTUS  SHALL  NOT  CONSTITUTE  AN  OFFER  TO  SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE  SECURITIES
IN ANY STATE IN WHICH SUCH OFFER,  SOLICITATION  OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.





<PAGE>



                              AVAILABLE INFORMATION

     Continental  has filed with the  Securities  and Exchange  Commission  (the
"Commission")   a  Registration   Statement  on  Form  S-3  (together  with  all
amendments,  exhibits and schedules,  the  "Registration  Statement")  under the
Securities Act of 1933, as amended (the "Securities  Act"),  with respect to the
Debt  Securities  offered  hereby.  This  Prospectus does not contain all of the
information set forth in the Registration Statement,  certain parts of which are
omitted in accordance with the rules and  regulations of the Commission,  and to
which  reference is hereby made.  Statements  made in this  Prospectus as to the
contents  of any  contract,  agreement  or other  document  referred  to are not
necessarily  complete.  With respect to each such  contract,  agreement or other
document filed as an exhibit to the Registration Statement, reference is made to
the exhibit for a more complete description of the matter involved.

     Continental is subject to the informational  requirements of the Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in  accordance
therewith files periodic reports and other information with the Commission. Such
reports and other  information,  as well as the  Registration  Statement  may be
inspected at the public reference facilities maintained by the Commission at 450
Fifth Street,  N.W.,  Washington,  D.C.  20549,  Room 1024,  and at the regional
offices of the Commission  located at Citicorp Center,  500 West Madison Street,
Suite 1400, Chicago, Illinois 60661 and at 7 World Trade Center, 13th Floor, New
York,  New York 10048.  Copies of such materials may be obtained from the Public
Reference Section of the Commission,  450 Fifth Street, N.W.,  Washington,  D.C.
20549 at prescribed rates Such material may be accessed  electronically by means
of the Commission's Web site  (http://www.sec.gov)  that contains reports, proxy
and information statements and other information regarding registrants that file
electronically with the Commission.  In addition,  reports, proxy statements and
other  information  concerning  Continental  may be inspected  and copied at the
offices of the New York Stock  Exchange,  Inc., 20 Broad Street,  New York,  New
York 10005.

     Continental  is  the  successor  to  Continental  Airlines  Holdings,  Inc.
("Holdings"), which merged with and into Continental on April 27, 1993. Holdings
had also been subject to the informational requirements of the Exchange Act.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following  documents  filed with the  Commission  (File No. 0-9781) are
hereby  incorporated by reference in this Prospectus:  (i) Continental's  Annual
Report on Form 10-K for the year ended  December  31, 1996,  (ii)  Continental's
Quarterly  Report on Form 10-Q for the quarterly period ended March 31, 1997 and
(iii) Continental's Current Reports on Form 8-K filed January 6, March 21, April
18, May 28 and June 10, 1997.

     All reports and any  definitive  proxy or information  statements  filed by
Continental  pursuant to Section 13(a),  13(c),  14 or 15(d) of the Exchange Act
subsequent to the date of this  Prospectus  and prior to the  termination of the
offering  of  the  Debt  Securities   offered  hereby  shall  be  deemed  to  be
incorporated  by reference into this Prospectus and to be a part hereof from the
respective  dates of filing of such  documents.  Any  statement  contained  in a


<PAGE>


document  incorporated  or deemed to be  incorporated  herein by  reference,  or
contained in this  Prospectus,  shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement  contained  herein or
in any  other  subsequently  filed  document  which  also is or is  deemed to be
incorporated  by reference  herein or contained in the Prospectus  Supplement to
the Offered Securities modifies or supersedes such statement. Any such statement
so  modified  or  superseded  shall  not be  deemed,  except as so  modified  or
superseded, to constitute a part of this Prospectus.

     Continental  will  provide  without  charge to any person to whom a copy of
this Prospectus has been delivered,  upon written or oral request, a copy of any
or all of the foregoing  documents  incorporated herein by reference (other than
exhibits to such documents unless such exhibits are specifically incorporated by
reference  into such  documents).  Requests  should be directed  to  Continental
Airlines, Inc., 2929 Allen Parkway, Suite 2010, Houston, Texas 77019, Attention:
Secretary, telephone (713) 834-2950.




<PAGE>



                                   THE COMPANY

     Continental Airlines,  Inc. is a major United States air carrier engaged in
the business of  transporting  passengers,  cargo and mail.  Continental  is the
fifth largest United States airline (as measured by revenue  passenger  miles in
the first five months of 1997) and,  together with its wholly owned  subsidiary,
Continental Express, Inc. ("Express"), and its 91%-owned subsidiary, Continental
Micronesia,  Inc.  ("CMI"),  each a Delaware  corporation,  serves 195  airports
worldwide as of June 5, 1997.

     The Company  operates its route system  primarily  through domestic hubs at
Newark, George Bush Intercontinental in Houston, Cleveland, and a Pacific hub on
the island of Guam.  Each of  Continental's  three domestic hubs is located in a
large business and population  center,  contributing to a high volume of "origin
and  destination"  traffic.  The Guam hub is  strategically  located  to provide
service from Japanese and other Asian cities to popular resort  destinations  in
the western  Pacific.  Continental is the primary carrier at each of these hubs,
accounting  for  54%,  79%,  54%  and  68%  of  average  daily  jet  departures,
respectively, as of June 5, 1997.

     The Company is a Delaware corporation. Its executive offices are located at
2929 Allen Parkway, Suite 2010, Houston, Texas 77019, and its
telephone number is (713) 834-2950.

                                 USE OF PROCEEDS

     Unless otherwise indicated in the applicable Prospectus Supplement, the net
proceeds to Continental from the sale of the Debt Securities offered hereby will
be used for general  corporate  purposes,  which may include  the  repayment  of
outstanding indebtedness and financing of capital expenditures.  The Company may
also engage in additional public or private financings of a character and amount
to be determined.

                       RATIO OF EARNINGS TO FIXED CHARGES

     The following  information for the year ended December 31, 1992 and for the
period  January  1,  1993  through  April  27,  1993  relates  to  Continental's
predecessor,  Holdings.  Information  for the  period  April  28,  1993  through
December 31, 1993, for the years ended December 31, 1994,  1995 and 1996 and for
the three  months  ended March 31,  1996 and 1997  relates to  Continental.  The
information  as to  Continental  has not been prepared on a consistent  basis of
accounting  with the information as to Holdings due to  Continental's  adoption,
effective  April 27,  1993,  of fresh start  reporting  in  accordance  with the
American Institute of Certified Public  Accountants'  Statement of Position 90-7
- -- "Financial Reporting by Entities in Reorganization Under the Bankruptcy Code"
("SOP 90-7").

     For the year ended  December  31,  1992,  for the  periods  January 1, 1993
through April 27, 1993 and April 28, 1993 through  December 31, 1993 and for the
year ended  December  31,  1994,  earnings  were not  sufficient  to cover fixed
charges. Additional earnings of $131 million, $979 million, $60 million and $667
million, respectively, would have been required to achieve ratios of earnings to
fixed charges of 1.0. The ratio of earnings to fixed charges for the years ended


<PAGE>


December  31, 1995 and December  31, 1996 was 1.53 and 1.81,  respectively.  The
ratio of earnings to fixed charges for the three months ended March 31, 1996 and
March 31, 1997 was 1.70 and 1.88, respectively. For purposes of calculating this
ratio,  earnings  consist  of  earnings  before  taxes,  minority  interest  and
extraordinary  items plus interest  expense (net of capitalized  interest),  the
portion of rental expense representative of interest expense and amortization of
previously  capitalized interest.  Fixed charges consist of interest expense and
the portion of rental expense representative of interest expense.

                         DESCRIPTION OF DEBT SECURITIES

     The Senior Debt  Securities  are to be issued under an  Indenture,  between
Continental,  as  issuer,  and an  institution  to be  named  in the  applicable
Prospectus  Supplement,  as Trustee (the "Senior  Indenture").  The Subordinated
Debt  Securities are to be issued under an Indenture,  between  Continental,  as
issuer, and an institution to be named in the applicable Prospectus  Supplement,
as  Trustee  (the  "Subordinated  Indenture").  The  Senior  Indenture  and  the
Subordinated Indenture are referred to herein individually as an "Indenture" and
collectively as the  "Indentures."  The Trustee under each Indenture is referred
to herein as the  "Trustee." A copy of the form of each Indenture is filed as an
exhibit to the Registration Statement of which this Prospectus is a part.

     The statements  herein  relating to the Debt  Securities and the Indentures
are  summaries,  and  reference  is  made  to  the  detailed  provisions  of the
Indentures,  including the definitions  therein of certain terms  capitalized in
this Prospectus. Where no distinction is made between the Senior Debt Securities
and the  Subordinated  Debt  Securities or between the Senior  Indenture and the
Subordinated  Indenture,  such summaries refer to any Debt Securities and either
Indenture.  Whenever  particular defined terms of the Indentures are referred to
herein or in a Prospectus Supplement, such defined terms are incorporated herein
or therein by reference.

     The  anticipated  market for the Debt  Securities  and the  specific use of
proceeds of an offering of such  securities  will be set forth in the applicable
Prospectus Supplement.

GENERAL

     The  Indentures  do not  limit  the  aggregate  principal  amount  of  Debt
Securities that may be issued thereunder and provide that Debt Securities may be
issued from time to time in one or more series.  The Senior Debt Securities will
be unsecured and  unsubordinated  obligations of Continental  and will rank on a
parity with all other unsecured and unsubordinated  indebtedness of Continental.
The  Subordinated  Debt Securities will be unsecured  obligations of Continental
and, as set forth below under  "Subordination  of Subordinated Debt Securities,"
will  be  subordinated  in  right  of  payment  to all  Senior  Indebtedness  of
Continental.

     Reference  is made to the  Prospectus  Supplement  which  accompanies  this
Prospectus for a description  of the specific  series of Debt  Securities  being
offered  thereby,   including:   (1)  the  specific  designation  of  such  Debt
Securities,  including whether the Debt Securities are Senior Debt Securities or
Subordinated  Debt Securities;  (2) the aggregate  principal amount of such Debt
Securities; (3) the date or dates on which the principal of such Debt Securities


<PAGE>


will  mature or the method of  determining  such date or dates;  (4) the rate or
rates (which may be fixed or variable) at which such Debt  Securities  will bear
interest,  if any, or the method of calculating such rate or rates; (5) the date
or dates from which  interest,  if any,  will accrue or the method by which such
date or dates will be determined;  (6) the date or dates on which  interest,  if
any,  will be payable  and the record date or dates  therefor;  (7) the place or
places where principal of, premium,  if any, and interest,  if any, on such Debt
Securities will be payable; (8) the period or periods within which, the price or
prices at which, the currency or currencies (including currency units) in which,
and the terms and conditions  upon which,  such Debt Securities may be redeemed,
in whole or in part, at the option of Continental;  (9) the obligation,  if any,
of  Continental  to redeem or  purchase  such Debt  Securities  pursuant  to any
sinking fund or analogous provisions, upon the happening of specified events, or
at the option of a holder  thereof and the period or periods  within which,  the
price or prices at which and the terms  and  conditions  upon  which,  such Debt
Securities shall be redeemed or purchased, in whole or in part, pursuant to such
obligations; (10) the denominations in which such Debt Securities are authorized
to be issued;  (11) the currency or currency units for which Debt Securities may
be purchased or in which Debt Securities may be denominated  and/or the currency
or currency units in which principal of, premium,  if any, and/or  interest,  if
any,  on such  Debt  Securities  will  be  payable  or  redeemable  and  whether
Continental  or the  holders  of any such Debt  Securities  may elect to receive
payments in respect of such Debt  Securities  in a currency  or  currency  units
other  than that in which  such Debt  Securities  are  stated to be  payable  or
redeemable;  (12) if other than the principal amount thereof, the portion of the
principal  amount of such Debt Securities which will be payable upon declaration
of the  acceleration of the maturity thereof or the method by which such portion
shall be  determined;  (13) the  person  to whom any  interest  on any such Debt
Security  shall be  payable  if other  than the  person in whose  name such Debt
Security is registered on the applicable  record date;  (14) any addition to, or
modification or deletion of, any Event of Default or any covenant of Continental
specified  in the  Indenture  with  respect  to such Debt  Securities;  (15) the
application,  if any, of such means of defeasance or covenant  defeasance as may
be specified for such Debt  Securities and coupons  appertaining  thereto;  (16)
whether such Debt Securities are to be issued in whole or in part in the form of
one or more temporary or permanent global securities and, if so, the identity of
the  depositary for such global  security or securities;  (17) any index used to
determine  the amount of  payments of  principal  of (and  premium,  if any) and
interest,  if any, on such Debt Securities;  (18) any provisions relating to the
exchange of such Debt Securities; and (19) any other special terms pertaining to
such Debt Securities.  Unless otherwise  specified in the applicable  Prospectus
Supplement, the Debt Securities will not be listed on any securities exchange.

     Unless otherwise specified in the applicable  Prospectus  Supplement,  Debt
Securities will be issued in fully registered form without  coupons.  Where Debt
Securities of any series are issued in bearer form, the special restrictions and
considerations,  including  special  offering  restrictions  and special Federal
income tax considerations, applicable to any such Debt Securities and to payment
on and transfer and  exchange of such Debt  Securities  will be described in the
applicable Prospectus Supplement. Bearer Debt Securities will be transferable by
delivery.

     Debt  Securities  may be sold at a discount  below their  stated  principal
amount,  bearing no interest or interest at a rate which at the time of issuance
is below market  rates.  Certain  Federal  income tax  consequences  and special


<PAGE>


considerations  applicable to any such Debt  Securities will be described in the
applicable Prospectus Supplement.

     If the  purchase  price of any Debt  Securities  is  payable in one or more
foreign  currencies or currency units or if any Debt  Securities are denominated
in one or more foreign  currencies  or currency  units or if the  principal  of,
premium,  if any, or interest,  if any, on any Debt Securities is payable in one
or more foreign  currencies  or currency  units,  the  restrictions,  elections,
certain Federal income tax considerations,  specific terms and other information
with  respect to such issue of Debt  Securities  and such  foreign  currency  or
currency units will be set forth in the applicable Prospectus Supplement.

DENOMINATIONS, PAYMENT, REGISTRATION, TRANSFER AND EXCHANGE

     Registered Debt Securities will be issuable in  denominations of $1,000 and
integral multiples of $1,000, and Bearer Debt Securities will be issuable in the
denomination  of $5,000  or,  in each  case,  in such  other  denominations  and
currencies  as may be in the  terms of the  Debt  Securities  of any  particular
series.  Unless  otherwise  provided in the  applicable  Prospectus  Supplement,
payments  in  respect  of the  Debt  Securities  will be  made,  subject  to any
applicable  laws and  regulations,  in the designated  currency at the office or
agency of Continental  maintained for that purpose as Continental  may designate
from time to time, except that, at the option of Continental, interest payments,
if any, on Debt  Securities in registered  form may be made (i) by checks mailed
by the  Trustee to the  holders  of Debt  Securities  entitled  thereto at their
registered  addresses or (ii) by wire  transfer to an account  maintained by the
Person entitled thereto as specified in the Register. Unless otherwise indicated
in an applicable Prospectus  Supplement,  payment of any installment of interest
on Debt  Securities in registered  form will be made to the Person in whose name
such Debt Security is registered at the close of business on the regular  record
date for such interest.

     Payment in respect of Debt Securities in bearer form will be payable in the
currency and in the manner designated in the applicable  Prospectus  Supplement,
subject to any applicable laws and regulations,  at such paying agencies outside
the United  States as  Continental  may  appoint  from time to time.  The Paying
Agents outside the United States, if any, initially appointed by Continental for
a  series  of  Debt  Securities  will  be  named  in the  applicable  Prospectus
Supplement.  Continental may at any time designate  additional  Paying Agents or
rescind the designation of any Paying Agents, except that, if Debt Securities of
a series  are  issuable  as  Registered  Debt  Securities,  Continental  will be
required to maintain at least one Paying Agent in each Place of Payment for such
series  and,  if Debt  Securities  of a  series  are  issuable  as  Bearer  Debt
Securities,  Continental  will be required to maintain a Paying Agent in a Place
of Payment  outside the United  States where Debt  Securities of such series and
any coupons  appertaining  thereto may be presented and surrendered for payment.
Continental  will have the right to  require a holder of any Debt  Security,  in
connection with the payment of the principal of, premium,  if any, and interest,
if any, on such Debt Security,  to certify information to Continental or, in the
absence of such certification, Continental will be entitled to rely on any legal
presumption to enable  Continental to determine its duties and  liabilities,  if
any, to deduct or withhold taxes,  assessments or governmental charges from such
payment.


<PAGE>


     Unless otherwise  provided in the applicable  Prospectus  Supplement,  Debt
Securities in registered form will be transferable or exchangeable at the agency
of Continental  maintained  for such purpose as designated by  Continental  from
time to time.  Debt  Securities may be transferred or exchanged  without service
charge,  other than any tax or other  governmental  charge imposed in connection
therewith.

     In the event of any redemption in part,  Continental  shall not be required
to (i) issue, register the transfer of or exchange Debt Securities of any series
during  a period  beginning  at the  opening  of  business  15 days  before  any
selection  of Debt  Securities  of that series to be redeemed  and ending at the
close of business on (A) if Debt  Securities  of the series are issuable only as
Registered  Debt  Securities,  the day of  mailing  of the  relevant  notice  of
redemption and (B) if Debt  Securities of the series are issuable as Bearer Debt
Securities,  the  day  of  the  first  publication  of the  relevant  notice  of
redemption or, if Debt  Securities of the series are also issuable as Registered
Debt Securities and there is no publication,  the mailing of the relevant notice
of  redemption;  (ii) register the transfer of or exchange any  Registered  Debt
Securities,  or portion thereof,  called for redemption or otherwise surrendered
for  repayment,  except the  unredeemed  or unrepaid  portion of any  Registered
Security being redeemed or repaid in part; or (iii) exchange any Bearer Security
called for redemption,  except to exchange such Bearer Security for a Registered
Security  of that  series and like tenor which is  immediately  surrendered  for
redemption.

SUBORDINATION OF SUBORDINATED DEBT SECURITIES

     Unless otherwise  indicated in the applicable  Prospectus  Supplement,  the
following provisions will apply to the Subordinated Debt Securities.

     The payment of the principal of, premium, if any, and interest, if any, on,
and the  redemption or  repurchase  of, the  Subordinated  Debt  Securities  and
coupons will be subordinated  and junior in right of payment,  to the extent set
forth in the Subordinated  Indenture, to the prior payment in full of all Senior
Indebtedness of  Continental.  The  Subordinated  Debt Securities will rank PARI
PASSU with all existing and future  subordinated  indebtedness  of  Continental,
except  that the  Subordinated  Debt  Securities  will rank senior to any future
subordinated indebtedness or other subordinated obligations of Continental which
by  its  terms  states  that  it  will  rank  junior  to the  Subordinated  Debt
Securities.  Notwithstanding  the  foregoing,  payment  from  the  money  or the
proceeds of U.S.  Government  Obligations held in any defeasance trust described
under  "Defeasance"  below is not  subordinate  to any  Senior  Indebtedness  or
subject to the restrictions described herein.

     Senior  Indebtedness  includes,  with  respect  to  Continental,   (i)  the
principal,  premium,  if any,  interest  and other  amounts  in  respect  of (A)
indebtedness of Continental for money borrowed and (B) indebtedness evidenced by
securities,   debentures,   bonds  or  other  similar   instruments   issued  by
Continental,  (ii) all  capital  lease  obligations  of  Continental,  (iii) all
obligations of Continental  issued or assumed as the deferred  purchase price of
property, all conditional sale obligations of Continental and all obligations of
Continental  under any title  retention  agreement (but excluding trade accounts


<PAGE>


payable  arising in the ordinary  course of business),  (iv) all  obligations of
Continental for the reimbursement on any letter of credit,  bankers  acceptance,
security purchase facility or similar credit transaction, (v) all obligations of
the type  referred to in clauses (i) through (iv) above of other persons for the
payment of which  Continental is responsible or liable as obligor,  guarantor or
otherwise,  and (vi) all  obligations  of the type  referred  to in clauses  (i)
through (v) above of other persons  secured by any lien on any property or asset
of  Continental  (whether  or not such  obligation  is assumed by  Continental),
except for (1) any such  indebtedness  or other  obligation that is by its terms
subordinated to or PARI PASSU with the  Subordinated  Debt  Securities,  (2) any
indebtedness  between or among  Continental  and its  affiliates,  including all
other debt  securities  and  guarantees  in  respect  of those debt  securities,
initially issued to any other trust, or a trustee of such trust,  partnership or
other entity  affiliated with  Continental  that,  directly or indirectly,  is a
financing  vehicle of Continental (a "financing  entity") in connection with the
issuance by such financing  entity of preferred  securities or other  securities
that rank PARI PASSU with, or junior to the Subordinated Debt Securities and (3)
the Company's  guarantee of certain payments under the 8-1/2%  Convertible Trust
Originated Preferred Securities issued by Continental Airlines Finance Trust and
the Company's 8-1/2% Convertible Subordinated Deferrable Interest Debentures due
2020. Such Senior  Indebtedness shall continue to be Senior  Indebtedness and be
entitled to the benefits of the  subordination  provisions  irrespective  of any
amendment,  modification or waiver of any term of such Senior Indebtedness.  The
payment of the principal of, premium, if any, and interest on the Securities and
coupons  shall rank  senior in right of payment to the  Company's  guarantee  of
certain  payments  under  the  8-1/2%  Convertible  Trust  Originated  Preferred
Securities issued by Continental Airlines Finance Trust and the Company's 8-1/2%
Convertible Subordinated Deferrable Interest Debentures due 2020.

     No payment on account of principal of, premium,  if any, or interest on, or
redemption or repurchase of, the  Subordinated  Debt Securities or any coupon or
any deposit pursuant to the provisions described under "Defeasance" below may be
made by the Company if there is a default in the payment of principal,  premium,
if any,  sinking funds or interest  (including a default under any repurchase or
redemption  obligation) or other amounts with respect to any Senior Indebtedness
or if any other  event of  default  with  respect  to any  Senior  Indebtedness,
permitting the holders  thereof to accelerate the maturity  thereof,  shall have
occurred  and shall not have  been  cured or waived or shall not have  ceased to
exist  after  written  notice to the  Company  and the  Trustee by any holder of
Senior  Indebtedness.  Upon  any  acceleration  of  the  principal  due  on  the
Subordinated Debt Securities or payment or distribution of assets of the Company
to creditors upon any dissolution,  winding up,  liquidation or  reorganization,
whether voluntary or involuntary, or in bankruptcy, insolvency,  receivership or
other proceedings, all principal, premium, if any, sinking funds and interest or
other  amounts  due on all Senior  Indebtedness  must be paid in full before the
Holders of the Subordinated Debt Securities are entitled to receive any payment.
By reason of such  subordination,  in the event of insolvency,  creditors of the
Company who are holders of Senior Indebtedness may recover more,  ratably,  than
the Holders of the Subordinated  Debt  Securities,  and such  subordination  may
result  in a  reduction  or  elimination  of  payments  to  the  Holders  of the
Subordinated Debt Securities.

     In  addition,   the  Subordinated  Debt  Securities  will  be  structurally
subordinated to all indebtedness and other liabilities (including trade payables


<PAGE>


and  lease  obligations)  of the  Company's  subsidiaries,  as any  right of the
Company to receive  any assets of its  subsidiaries  upon their  liquidation  or
reorganization (and the consequent right of the Holders of the Subordinated Debt
Securities to participate in those assets) will be effectively  subordinated  to
the claims of that subsidiary's creditors (including trade creditors), except to
the  extent  that  the  Company  itself  is  recognized  as a  creditor  of such
subsidiary,  in which case the claims of the Company would still be  subordinate
to any security  interest in the assets of such subsidiary and any  indebtedness
of such subsidiary senior to that held by the Company.

     The  Subordinated  Indenture does not limit the Company's  ability to incur
Senior Indebtedness or any other indebtedness.

GLOBAL DEBT SECURITIES

     The Debt  Securities  of a series  may be issued in whole or in part in the
form of one or more fully  registered  global  securities (a "Registered  Global
Security") that will be deposited with a depositary (the "Depositary") or with a
nominee for the Depositary identified in the applicable  Prospectus  Supplement.
In such a case, one or more  Registered  Global  Securities  will be issued in a
denomination  or aggregate  denominations  equal to the portion of the aggregate
principal  amount of outstanding Debt Securities of the series to be represented
by such  Registered  Global  Security  or  Securities.  Unless  and  until it is
exchanged in whole or in part for Debt  Securities  in  definitive  certificated
form,  a  Registered  Global  Security  may not be  registered  for  transfer or
exchange except as a whole by the Depositary for such Registered Global Security
to a nominee  of such  Depositary  or by a nominee  of such  Depositary  to such
Depositary or another  nominee of such  Depositary or by such  Depositary or any
such  nominee to a  successor  Depositary  for such  series or a nominee of such
successor Depositary and except in the circumstances described in the applicable
Prospectus Supplement.

     The  specific  terms of the  depositary  arrangement  with  respect  to any
portion of a series of Debt Securities to be represented by a Registered  Global
Security will be described in the applicable Prospectus Supplement.  Continental
expects that the following provisions will apply to depositary arrangements.

     Upon the issuance of any  Registered  Global  Security,  and the deposit of
such  Registered  Global  Security with or on behalf of the  Depositary for such
Registered  Global  Security,  the  Depositary  will credit,  on its  book-entry
registration and transfer system,  the respective  principal amounts of the Debt
Securities  represented by such  Registered  Global  Security to the accounts of
institutions  ("participants")  that have  accounts  with the  Depositary or its
nominee.  The accounts to be credited will be designated by the  underwriters or
agents  engaging in the  distribution of such Debt Securities or by Continental,
if such Debt Securities are offered and sold directly by Continental.  Ownership
of  beneficial  interests in a  Registered  Global  Security  will be limited to
participants or persons that may hold interests through participants.  Ownership
of beneficial  interests by participants in such Registered Global Security will
be shown on, and the transfer of that  ownership  interest will be effected only
through,  records  maintained  by the  Depositary  for  such  Registered  Global
Security or by its nominee. Ownership of beneficial interests in such Registered
Global Security by persons that hold through  participants will be shown on, and
the transfer of that ownership interest within such participant will be effected


<PAGE>


only  through,  records  maintained  by  such  participant.  The  laws  of  some
jurisdictions  require that  certain  purchasers  of  securities  take  physical
delivery of such securities in certificated form. The foregoing  limitations and
such laws may  impair the  ability  to  transfer  beneficial  interests  in such
Registered Global Securities.

     So long as the Depositary for a Registered Global Security, or its nominee,
is the registered owner of such Registered  Global Security,  such Depositary or
such nominee, as the case may be, will be considered the sole owner or holder of
the Debt  Securities  represented  by such  Registered  Global  Security for all
purposes  under the  Indentures.  Unless  otherwise  specified in the applicable
Prospectus  Supplement  and  except as  specified  below,  owners of  beneficial
interests in such  Registered  Global Security will not be entitled to have Debt
Securities  of  the  series  represented  by  such  Registered  Global  Security
registered in their names,  will not receive or be entitled to receive  physical
delivery of Debt Securities of such series in certificated  form and will not be
considered  the  holders   thereof  for  any  purposes  under  the   Indentures.
Accordingly,  each person owning a beneficial interest in such Registered Global
Security must rely on the  procedures of the  Depositary  and, if such person is
not a  participant,  on the  procedures  of the  participant  through which such
person  owns  its  interest,  to  exercise  any  rights  of a holder  under  the
Indentures.   The   Depositary   may  grant  proxies  and  otherwise   authorize
participants  to give or take any  request,  demand,  authorization,  direction,
notice,  consent,  waiver or other  action which a holder is entitled to give or
take under the Indentures. Continental understands that, under existing industry
practices,  if  Continental  requests  any  action of  holders  or an owner of a
beneficial  interest in which  Registered  Global  Security  desires to give any
notice  or take any  action a  holder  is  entitled  to give or take  under  the
Indentures,  the Depositary would authorize the participants to give such notice
or take such action, and participants  would authorize  beneficial owners owning
through  such  participants  to give such  notice  or take such  action or would
otherwise act upon the instructions of beneficial owners owning through them.

     Unless  otherwise  specified  in  the  applicable  Prospectus   Supplement,
payments with respect to principal,  premium,  if any, and interest,  if any, on
Debt Securities  represented by a Registered  Global Security  registered in the
name of a  Depositary  or its  nominee  will be made to such  Depositary  or its
nominee,  as the case may be, as the registered owner of such Registered  Global
Security.

     Continental expects that the Depositary for any Debt Securities represented
by a  Registered  Global  Security,  upon  receipt of any payment of  principal,
premium  or  interest,  will  immediately  credit  participants'  accounts  with
payments in amounts  proportionate to their respective  beneficial  interests in
the principal amount of such Registered  Global Security as shown on the records
of such  Depositary.  Continental  also expects that payments by participants to
owners of beneficial  interests in such Registered  Global Security held through
such  participants  will be  governed  by standing  instructions  and  customary
practices,  as is now the case  with the  securities  held for the  accounts  of
customers  registered in "street names," and will be the  responsibility of such
participants. None of Continental, the Trustee or any agent of Continental shall
have any  responsibility  or liability for any aspect of the records relating to
or payments  made on account of beneficial  ownership  interests of a Registered


<PAGE>


Global  Security,  or for  maintaining,  supervising  or  reviewing  any records
relating to such beneficial ownership interests.

     Unless otherwise specified in the applicable Prospectus Supplement,  if the
Depositary for any Debt Securities  represented by a Registered  Global Security
is at any time  unwilling  or unable to continue as  Depositary  and a successor
Depositary is not appointed by Continental within ninety days,  Continental will
issue such Debt Securities in definitive  certificated form in exchange for such
Registered Global Security. In addition,  Continental may at any time and in its
sole  discretion  determine  not to have any of the Debt  Securities of a series
represented by one or more Registered Global Securities and, in such event, will
issue Debt Securities of such series in definitive certificated form in exchange
for all of the Registered Global  Securities  representing such Debt Securities.
Further,  if Continental  so specifies with respect to the Debt  Securities of a
series,  an owner of a  beneficial  interest  in a  Registered  Global  Security
representing  Debt  Securities  of such  series  may,  on  terms  acceptable  to
Continental and the Depositary for such Registered Global Security, receive Debt
Securities  of such series in  definitive  form  registered  in the name of such
beneficial owner or its designee.

CONSOLIDATION, MERGER OR SALE BY CONTINENTAL

     Each  Indenture   provides  that  Continental   shall  not  merge  into  or
consolidate  with any other  corporation  or sell,  convey,  transfer,  lease or
otherwise  dispose  of all or  substantially  all of its  assets to any  Person,
unless  (i) the  successor,  resulting  or  acquiring  Person  is a  corporation
organized and existing under the laws of the United States of America or a State
thereof or the District of Columbia and such  corporation  expressly  assumes by
supplemental  indenture  all the  obligations  of  Continental  under  the  Debt
Securities  and  any  coupons   appertaining  thereto  and  the  obligations  of
Continental  under the Indentures,  (ii) immediately after giving effect to such
merger or  consolidation,  or such sale,  conveyance,  transfer,  lease or other
disposition,  no  Default  or  Event  of  Default  shall  have  occurred  and be
continuing and (iii) certain other conditions are met. In the event a successor,
resulting or acquiring corporation assumes the obligations of Continental,  such
successor,   resulting  or  acquiring   corporation  shall  succeed  to  and  be
substituted for  Continental  under the Indentures and under the Debt Securities
and any coupons  appertaining  thereto and all obligations of Continental  shall
terminate.  In the  event of any such  permitted  consolidation,  merger,  sale,
conveyance,  disposition  or other  change of control  transaction  (including a
highly leveraged transaction),  the holders of the Debt Securities will not have
the right to  require  redemption  thereof or similar  rights  unless  otherwise
provided in the applicable Prospectus Supplement.

EVENTS OF DEFAULT, NOTICE AND CERTAIN RIGHTS ON DEFAULT

     Events of Default  with  respect to Debt  Securities  of any series  issued
thereunder  are defined in the  Indentures as being:  default for thirty days in
payment of any  interest  on any Debt  Securities  of that  series or any coupon
appertaining  thereto or any  additional  amount  payable  with  respect to Debt
Securities of such series as specified in the applicable  Prospectus  Supplement
when due; default in payment of the principal of or premium, if any, on any Debt
Securities of that series when due;  failure to deposit any sinking fund payment
when and as due by the terms of the Debt Securities of that series;  default for


<PAGE>


sixty days after notice to Continental by the Trustee for such series, or by the
holders of 25% in  aggregate  principal  amount of the Debt  Securities  of such
series then outstanding, in the performance of any other agreement applicable to
the Debt  Securities  of that series,  in the  Indenture or in any  supplemental
indenture  or  board  resolution  referred  to  therein  under  which  the  Debt
Securities  of  that  series  may  have  been  issued;  and  certain  events  of
bankruptcy,  insolvency or  reorganization  of Continental.  Any other Events of
Default applicable to a specified series of Debt Securities will be described in
the  applicable  Prospectus  Supplement.  An Event of Default  with respect to a
particular series of Debt Securities will not necessarily be an Event of Default
with respect to any other series of Debt Securities.

     The  Indentures  provide  that,  if an Event of Default  specified  therein
occurs with respect to the Debt  Securities of any series issued  thereunder and
is  continuing,  the Trustee for such series or the holders of 25% in  aggregate
principal  amount of all of the outstanding  Debt Securities of that series,  by
written notice to Continental (and to the Trustee for such series,  if notice is
given by such holders of Debt Securities), may declare the principal (or, if the
Debt  Securities of that series are original issue  discount Debt  Securities or
indexed Debt  Securities,  such portion of the principal amount specified in the
applicable  Prospectus  Supplement) of all the Debt Securities of that series to
be due and payable.

     The Indentures  provide that the Trustee for any series of Debt  Securities
shall,  within  ninety days after the  occurrence  of a Default known to it with
respect  to Debt  Securities  of that  series,  give to the  holders of the Debt
Securities of that series notice of all such uncured  Defaults;  PROVIDED,  that
such notice shall not be given until 60 days after the  occurrence  of a Default
with respect to Debt Securities of that series  involving a failure to perform a
covenant  other  than the  obligation  to pay  principal,  premium,  if any,  or
interest,  if any,  or make a  mandatory  sinking  fund  payment;  and  PROVIDED
FURTHER,  that,  except in the case of default in payment on the Debt Securities
of  that  series,  the  Trustee  may  withhold  the  notice  if and so long as a
committee  of its  Responsible  Officers  (as  defined  therein)  in good  faith
determines that withholding such notice is in the interest of the holders of the
Debt  Securities of that series.  "Default"  means any event which is, or, after
notice or passage of time or both, would be, an Event of Default.

     The  Indentures  provide  that the Trustee will be under no  obligation  to
exercise any of its rights or powers  thereunder  at the request or direction of
any of the  Holders,  unless  such  Holders  shall have  offered to the  Trustee
reasonable  indemnity.  Subject to such  provisions for  indemnification  of the
Trustee,  the Indentures provide that the holders of not less than a majority in
aggregate  principal amount of the Debt Securities of each series affected (with
each such  series  voting as a class) may  direct the time,  method and place of
conducting  any  proceeding  for any remedy  available  to the  Trustee for such
series, or exercising any trust or power conferred on such Trustee.

     The Indentures  include a covenant that Continental will file annually with
the Trustee a certificate as to Continental's compliance with all conditions and
covenants of the applicable Indenture.


<PAGE>


     The holders of not less than a majority in  aggregate  principal  amount of
any  series of Debt  Securities  by notice to the  Trustee  for such  series may
waive, on behalf of the holders of all Debt Securities of such series,  any past
Default or Event of Default  with  respect to that series and its  consequences,
and may rescind and annul a  declaration  of  acceleration  with respect to that
series (unless a judgment or decree based on such acceleration has been obtained
and  entered),  except a  Default  or Event of  Default  in the  payment  of the
principal of,  premium,  if any, or interest,  if any, on any Debt Security (and
any acceleration resulting therefrom) and certain other defaults.

MODIFICATION OF THE INDENTURES

     The Indentures contain provisions permitting Continental and the Trustee to
enter  into one or more  supplemental  indentures  without  the  consent  of the
holders of any of the Debt Securities in order (i) to evidence the succession of
another  corporation  to  Continental  and the  assumption  of the  covenants of
Continental  by a  successor;  (ii) to add to the  covenants of  Continental  or
surrender any right or power of Continental;  (iii) to add additional  Events of
Default with respect to any series; (iv) to add or change any provisions to such
extent as necessary to permit or facilitate  the issuance of Debt  Securities in
bearer form or in global form; (v) under certain circumstances to add to, change
or eliminate any provision  affecting Debt  Securities  not yet issued;  (vi) to
secure  the  Debt  Securities;  (vii)  to  establish  the  form or terms of Debt
Securities;  (viii) to  evidence  and provide for  successor  Trustees;  (ix) if
allowed without penalty under applicable laws and regulations, to permit payment
in respect  of Debt  Securities  in bearer  form in the  United  States;  (x) to
correct  or  supplement  any  inconsistent  provisions  or  to  make  any  other
provisions  with respect to matters or questions  arising under the  Indentures,
PROVIDED that such action does not adversely  affect the interests of any holder
of Debt  Securities of any series  issued under such  Indentures in any material
respect; or (xi) to cure any ambiguity or correct any mistake.

     The  Indentures  also contain  provisions  permitting  Continental  and the
Trustee,  with the consent of the holders of a majority in  aggregate  principal
amount of the  outstanding  Debt  Securities  of each  series  affected  by such
supplemental indenture, to execute supplemental indentures adding any provisions
to or changing or  eliminating  any of the  provisions of the  Indentures or any
supplemental indenture or modifying the rights of the holders of Debt Securities
of such series,  except that no such  supplemental  indenture  may,  without the
consent of the holder of each Debt Security so affected, (i) change the time for
payment of principal or interest, if any, on any Debt Security;  (ii) reduce the
principal of, or any  installment  of principal of, or interest,  if any, on any
Debt  Security;  (iii)  reduce the amount of premium,  if any,  payable upon the
redemption  of any Debt  Security;  (iv) reduce the amount of principal  payable
upon  acceleration  of the maturity of an Original Issue Discount Debt Security;
(v) change the coin or  currency  in which any Debt  Security  or any premium or
interest  thereon is payable;  (vi) impair the right to  institute  suit for the
enforcement of any payment on or with respect to any Debt Security; (vii) reduce
the percentage in principal  amount of the  outstanding  Debt  Securities of any
series the consent of whose holders is required for modification or amendment of
the  Indentures  or for waiver of  compliance  with  certain  provisions  of the
Indentures or for waiver of certain  defaults;  (viii) change the  obligation of


<PAGE>


Continental  to maintain an office or agency in the places and for the  purposes
specified in the Indentures; or (ix) modify any of the foregoing provisions.

DEFEASANCE

     If indicated in the applicable Prospectus Supplement, Continental may elect
either  (i) to  defease  and be  discharged  from any and all  obligations  with
respect to the Debt  Securities  of or within any  series  (except as  described
below)  ("defeasance")  or (ii) to be released from its obligations with respect
to certain  covenants  applicable to the Debt Securities of or within any series
("covenant  defeasance"),  upon the deposit with the Trustee for such series (or
other qualifying trustee), in trust for such purpose, of money and/or Government
Obligations  which  through the payment of principal  and interest in accordance
with  their  terms  will  provide  money  in the  amount  sufficient  to pay the
principal of, premium, if any, and interest,  if any, on such Debt Securities to
Maturity or  redemption,  as the case may be, and any mandatory  sinking fund or
analogous  payments  thereon.  Upon the occurrence of a defeasance,  Continental
will be deemed to have paid and discharged the entire  indebtedness  represented
by  such  Debt  Securities  and any  coupons  appertaining  thereto  and to have
satisfied  all of its  other  obligations  under  such Debt  Securities  and any
coupons  appertaining thereto (except for (i) the rights of holders of such Debt
Securities  to receive,  solely from the trust funds  deposited  to defease such
Debt Securities,  payments in respect of the principal of, premium,  if any, and
interest,  if any, on such Debt Securities or any coupons  appertaining  thereto
when such payments are due and (ii) certain other obligations as provided in the
Indentures).  Upon the occurrence of a covenant defeasance,  Continental will be
released only from its obligations to comply with certain covenants contained in
the Indenture relating to such Debt Securities, will continue to be obligated in
all  other  respects  under  such  Debt  Securities  and  will  continue  to  be
contingently liable with respect to the payment of principal,  interest, if any,
and premium, if any, with respect to such Debt Securities.

     Unless  otherwise  specified in the  applicable  Prospectus  Supplement and
except as  described  below,  the  conditions  to both  defeasance  and covenant
defeasance are as follows:  (i) such defeasance or covenant  defeasance must not
result in a breach or violation  of, or constitute a Default or Event of Default
under, the applicable  Indenture;  (ii) certain  bankruptcy  related Defaults or
Events of Default  with  respect to  Continental  must not have  occurred and be
continuing  during the period commencing on the date of the deposit of the trust
funds to  defease  such Debt  Securities  and  ending on the 91st day after such
date; (iii) Continental must deliver to the Trustee an Opinion of Counsel to the
effect that the holders of such Debt Securities will not recognize income,  gain
or loss for  Federal  income  tax  purposes  as a result of such  defeasance  or
covenant  defeasance  and will be  subject  to  Federal  income  tax on the same
amounts  and in the same manner and at all the same times as would have been the
case if such defeasance or covenant defeasance had not occurred (such Opinion of
Counsel, in the case of defeasance,  must refer to and be based upon a ruling of
the Internal  Revenue  Service or a change in applicable  Federal income tax law
occurring after the date of the Indentures);  and (iv) any additional conditions
to such  defeasance or covenant  defeasance  which may be imposed on Continental
pursuant to the applicable  Indenture.  The Indentures require that a nationally
recognized  firm of  independent  public  accountants  deliver to the  Trustee a
written certification as to the sufficiency of the trust funds deposited for the
defeasance or covenant defeasance of such Debt Securities. The Indentures do not


<PAGE>


provide the holders of such Debt Securities with recourse  against such firm. If
indicated in the applicable Prospectus Supplement, in addition to obligations of
the  United  States  or  an  agency  or  instrumentality   thereof,   Government
Obligations  may  include  obligations  of  the  government  or  any  agency  or
instrumentality  of the government issuing the currency in which Debt Securities
of such series are payable. In the event that Government  Obligations  deposited
with the Trustee for the defeasance of such Debt Securities decrease in value or
default  subsequent to their being  deposited,  Continental will have no further
obligation,  and the  holders of such Debt  Securities  will have no  additional
recourse against Continental,  as a result of such decrease in value or default.
As described above, in the event of a covenant  defeasance,  Continental remains
contingently liable with respect to the payment of principal,  interest, if any,
and premium, if any, with respect to the Debt Securities.

     Continental  may exercise its  defeasance  option with respect to such Debt
Securities notwithstanding its prior exercise of its covenant defeasance option.
If Continental exercises its defeasance option,  payment of such Debt Securities
may  not be  accelerated  because  of a  Default  or an  Event  of  Default.  If
Continental  exercises  its  covenant  defeasance  option,  payment of such Debt
Securities  may not be accelerated by reason of a Default or an Event of Default
with respect to the covenants to which such covenant  defeasance is  applicable.
However,  if such  acceleration  were to  occur,  the  realizable  value  at the
acceleration  date of the money and  Government  Obligations  in the  defeasance
trust could be less than the principal  and  interest,  if any, then due on such
Debt  Securities,  in that the required deposit in the defeasance trust is based
upon  scheduled  cash flow rather than market value,  which will vary  depending
upon interest rates and other factors.

     The applicable  Prospectus  Supplement may further describe the provisions,
if any,  applicable to defeasance  or covenant  defeasance  with respect to Debt
Securities of a particular series.

THE TRUSTEE

     The  applicable  Prospectus  Supplement  relating  to each  series  of Debt
Securities  will identify the Trustee under the Indenture  relating to such Debt
Securities.  If more than one series of Debt Securities is outstanding  under an
Indenture,  a  Trustee  may  serve in such  capacity  with  respect  to the Debt
Securities  of one or more of such  series.  If more  than  one  series  of Debt
Securities  is  outstanding  under an  Indenture,  the  holders of a majority in
aggregate  principal  amount of each such  series  at any time  outstanding  may
remove the Trustee with respect to such series (but not as to any other  series)
by so notifying the Trustee and may appoint a successor  Trustee with respect to
such series. Each reference in this Prospectus to the Trustee under an Indenture
refers,  in the case of each series of Debt  Securities  outstanding  under such
Indenture, to the Trustee for such series.

                              PLAN OF DISTRIBUTION

     Continental  may sell Debt Securities in or outside of the United States to
one or more  underwriters  for public offering and sale by them or may sell Debt
Securities to investors or other persons directly or through one or more dealers
or agents. Any such underwriter,  dealer or agent involved in the offer and sale
of the Offered Securities will be named in an applicable Prospectus Supplement.


<PAGE>


     The Offered Securities may be sold at a fixed price or prices, which may be
changed,  or from time to time at market prices  prevailing at the time of sale,
at prices  related to such  prevailing  market prices or at  negotiated  prices.
Dealer  trading may take place in certain of the Offered  Securities,  including
Offered Securities not listed on any securities exchange.  Continental also may,
from time to time,  authorize  underwriters  acting as  Continental's  agents to
offer and sell the Offered  Securities upon the terms and conditions as shall be
set forth in any Prospectus  Supplement.  In connection with the sale of Offered
Securities,  underwriters  may be  deemed  to have  received  compensation  from
Continental in the form of  underwriting  discounts or commissions  and may also
receive  commissions from purchasers of Offered Securities for whom they may act
as agent.  Underwriters may sell Offered  Securities to or through dealers,  and
such dealers may receive  compensation in the form of discounts,  concessions or
commissions from the underwriters  and/or commissions (which may be changed from
time to time) from the purchasers for whom they may act as agent.

     If a  dealer  is used  directly  by  Continental  in the  sale  of  Offered
Securities in respect of which this  Prospectus is delivered,  Continental  will
sell such Offered  Securities to the dealer,  as principal.  The dealer may then
resell such Offered  Securities to the public at varying prices to be determined
by such dealer at the time of resale.  Any such dealer and the terms of any such
sale will be set forth in the Prospectus Supplement relating thereto.

     Offered  Securities  may be offered and sold through  agents  designated by
Continental  from time to time.  Any such agent involved in the offer or sale of
the Offered  Securities in respect of which this Prospectus is delivered will be
named in, and any  commissions  payable by Continental to such agent will be set
forth in, the applicable  Prospectus  Supplement.  Unless otherwise indicated in
the applicable  Prospectus  Supplement,  any such agent will be acting on a best
efforts basis for the period of its appointment.

     Offers  to  purchase  Offered  Securities  may  be  solicited  directly  by
Continental   and  sales  thereof  may  be  made  by  Continental   directly  to
institutional  investors or others who may be deemed to be  underwriters  within
the meaning of the Securities Act with respect to any resale thereof.  The terms
of any such  sales  will be  described  in the  Prospectus  Supplement  relating
thereto.  Except  as set  forth  in the  applicable  Prospectus  Supplement,  no
director,  officer  or  employee  of  Continental  will  solicit  or  receive  a
commission  in  connection  with  direct  sales by  Continental  of the  Offered
Securities,  although  such  persons  may  respond  to  inquiries  by  potential
purchasers and perform ministerial and clerical work in connection with any such
direct sales.

     Any underwriting compensation paid by Continental to underwriters,  dealers
or agents  in  connection  with the  offering  of  Offered  Securities,  and any
discounts,  concessions or commissions  allowed by underwriters to participating
dealers, will be set forth in an applicable Prospectus Supplement. Underwriters,


<PAGE>


dealers and agents  participating in the distribution of the Offered  Securities
may be deemed to be underwriters,  and any discounts and commissions received by
them and any profit realized by them on resale of the Offered  Securities may be
deemed to be underwriting  discounts and  commissions  under the Securities Act.
Underwriters,  dealers  and  agents  may  be  entitled,  under  agreements  with
Continental,  to indemnification  against and contribution  toward certain civil
liabilities,   including   liabilities   under  the   Securities   Act,  and  to
reimbursement by Continental for certain expenses.

     Underwriters,  dealers  and  agents  may engage in  transactions  with,  or
perform services for, Continental and its subsidiaries in the ordinary course of
business.

     If so  indicated  in an  applicable  Prospectus  Supplement  and subject to
existing  market  conditions,  Continental  will  authorize  dealers  acting  as
Continental's  agents to solicit  offers by  certain  institutions  to  purchase
Offered  Securities  from  Continental at the public offering price set forth in
such Prospectus Supplement pursuant to Delayed Delivery Contracts  ("Contracts")
providing  for  payment  and  delivery  on the  date  or  dates  stated  in such
Prospectus  Supplement.  Each Contract will be for an amount not less than,  and
the aggregate  principal amount of Offered Securities sold pursuant to Contracts
shall  not be  less  nor  more  than,  the  respective  amounts  stated  in such
Prospectus Supplement. Institutions with whom Contracts, when authorized, may be
made include commercial and savings banks,  insurance companies,  pension funds,
investment  companies,   educational  and  charitable   institutions  and  other
institutions,  but will in all cases be subject to the approval of  Continental.
Contracts  will not be  subject to any  conditions  except  the  purchase  by an
institution of the Offered  Securities covered by its Contracts shall not at the
time of delivery be prohibited  under the laws of any jurisdiction in the United
States to which such  institution  is subject.  A  commission  indicated  in the
applicable  Prospectus  Supplement  will be granted to  underwriters  and agents
soliciting  purchases of Offered  Securities  pursuant to Contracts  accepted by
Continental.  Agents and underwriters  will have no responsibility in respect of
the delivery or performance of Contracts.

     The Offered  Securities  may or may not be listed on a national  securities
exchange or a foreign securities exchange. If an underwriter or underwriters are
utilized  in the  sale of any  Offered  Securities,  the  applicable  Prospectus
Supplement  will  contain  a  statement  as to the  intention,  if any,  of such
underwriters at the date of such  Prospectus  Supplement to make a market in the
Offered  Securities.  No assurances can be given that there will be a market for
the Offered Securities.

     The place and time of  delivery  for the Offered  Securities  in respect of
which  this  Prospectus  is  delivered  will  be set  forth  in  the  applicable
Prospectus Supplement.

                                 LEGAL OPINIONS

     Unless otherwise  indicated in the applicable  Prospectus  Supplement,  the
validity  of the  Debt  Securities  offered  hereby  will  be  passed  upon  for
Continental by Hughes Hubbard & Reed LLP, New York, New York.



<PAGE>

                                     EXPERTS

     The  consolidated   financial  statements  (including  financial  statement
schedules) of Continental  Airlines,  Inc.  appearing in  Continental  Airlines,
Inc.'s Annual Report (Form 10-K) for the year ended  December 31, 1996 have been
audited  by  Ernst & Young  LLP,  independent  auditors,  as set  forth in their
reports thereon  included  therein and  incorporated  herein by reference.  Such
consolidated  financial  statements  are,  and  audited  consolidated  financial
statements to be included in subsequently filed documents will be,  incorporated
herein by reference in reliance upon the reports of Ernst & Young LLP pertaining
to such  consolidated  financial  statements  (to the extent covered by consents
filed with the  Commission)  given upon the authority of such firm as experts in
accounting and auditing.

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

     NO DEALER,  SALESPERSON  OR OTHER  PERSON HAS BEEN  AUTHORIZED  TO GIVE ANY
INFORMATION  OR TO MAKE  ANY  REPRESENTATIONS  OTHER  THAN  THOSE  CONTAINED  OR
INCORPORATED  BY  REFERENCE  IN  THIS  PROSPECTUS  OR  ANY  RELATED   PROSPECTUS
SUPPLEMENT  AND/OR PRICING  SUPPLEMENT IN CONNECTION WITH THE OFFER CONTAINED IN
THIS PROSPECTUS AND SUCH PROSPECTUS SUPPLEMENT AND/OR PRICING SUPPLEMENT AND, IF
GIVEN OR MADE, SUCH  INFORMATION OR  REPRESENTATIONS  MUST NOT BE RELIED UPON AS
HAVING BEEN  AUTHORIZED BY CONTINENTAL OR ANY  UNDERWRITERS,  AGENTS OR DEALERS.
THIS PROSPECTUS AND ANY RELATED PROSPECTUS  SUPPLEMENT AND/OR PRICING SUPPLEMENT
DO NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY SECURITIES
IN ANY  JURISDICTION  TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS AND ANY RELATED PROSPECTUS
SUPPLEMENT  AND/OR PRICING  SUPPLEMENT NOR ANY SALE MADE HEREUNDER OR THEREUNDER
SHALL,  UNDER ANY  CIRCUMSTANCES,  CREATE AN IMPLICATION  THAT THERE HAS BEEN NO
CHANGE IN THE  AFFAIRS OF  CONTINENTAL  SINCE THE DATE HEREOF OR THEREOF OR THAT
THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT AT ANY TIME SUBSEQUENT TO
THE DATE HEREOF OR THEREOF.

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



<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE


Available Information ........................................................2

Incorporation of Certain Documents by Reference ..............................2

The Company ..................................................................4

Use of Proceeds ..............................................................4

Ratio of Earnings to Fixed Charges ...........................................4

Description of Debt Securities ...............................................5

Plan of Distribution .........................................................16

Legal Opinions ...............................................................18

Experts ......................................................................19


<PAGE>





                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.   OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     The  estimated  expenses  in  connection  with this  offering,  other  than
underwriting discounts and commissions, are:

<TABLE>
<CAPTION>

<S>                                                                   <C>
Securities and Exchange Commission registration filing fee..........  $121,213
Printing and engraving expenses.....................................   20,000*
Trustee fees and expenses...........................................   15,000*
Accounting fees and expenses........................................   15,000*
Rating Agency fees..................................................   30,000*
Legal fees and expenses.............................................   50,000*
Miscellaneous.......................................................   23,787*
                                                                      --------
         Total......................................................  275,000*
                                                                      ========

<FN>
   -----------------
   * Estimates.
</FN>
</TABLE>


ITEM 15.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Company's  Certificate  of  Incorporation  and Bylaws  provide that the
Company will  indemnify  each of its  directors  and officers to the full extent
permitted by the laws of the State of Delaware and may  indemnify  certain other
persons as  authorized  by the  Delaware  General  Corporation  Law (the "GCL").
Section 145 of the GCL provides as follows:

          "(a) A corporation shall have power to indemnify any person who was or
     is a party or is threatened to be made a party to any  threatened,  pending
     or  completed  action,  suit  or  proceeding,   whether  civil,   criminal,
     administrative or investigative (other than an action by or in the right of
     the  corporation)  by  reason  of the  fact  that he is or was a  director,
     officer, employee or agent of the corporation,  or is or was serving at the
     request of the  corporation  as a director,  officer,  employee or agent of
     another corporation, partnership, joint venture, trust or other enterprise,
     against expenses (including attorneys' fees), judgments,  fines and amounts
     paid in settlement  actually and  reasonably  incurred by him in connection
     with such  action,  suit or  proceeding  if he acted in good faith and in a
     manner he reasonably believed to be in or not opposed to the best interests
     of the corporation, and, with respect to any criminal action or proceeding,
     had  no  reasonable  cause  to  believe  his  conduct  was  unlawful.   The
     termination  of  any  action,  suit  or  proceeding  by  judgment,   order,
     settlement,   conviction,  or  upon  a  plea  of  nolo  contendere  or  its
     equivalent,  shall not, of itself, create a presumption that the person did
     not act in good faith and in a manner which he reasonably believed to be in
     or not opposed to the best interests of the corporation,  and, with respect
     to any criminal action or proceeding,  had reasonable cause to believe that
     his conduct was unlawful.


<PAGE>


          (b) A corporation  shall have power to indemnify any person who was or
     is a party or is threatened to be made a party to any  threatened,  pending
     or  completed  action  or suit by or in the  right  of the  corporation  to
     procure a  judgment  in its favor by reason of the fact that he is or was a
     director,  officer,  employee  or  agent of the  corporation,  or is or was
     serving at the request of the corporation as a director,  officer, employee
     or agent of another corporation, partnership, joint venture, trust or other
     enterprise  against  expenses  (including  attorneys'  fees)  actually  and
     reasonably  incurred by him in connection with the defense or settlement of
     such action or suit if he acted in good faith and in a manner he reasonably
     believed to be in or not opposed to the best  interests of the  corporation
     and except that no  indemnification  shall be made in respect of any claim,
     issue or matter as to which  such  person  shall have been  adjudged  to be
     liable to the  corporation  unless and only to the extent that the Court of
     Chancery  or the  court in which  such  action  or suit was  brought  shall
     determine upon application that,  despite the adjudication of liability but
     in view of all the  circumstances  of the case,  such  person is fairly and
     reasonably  entitled  to  indemnity  for such  expenses  which the Court of
     Chancery or such other court shall deem proper.

          (c) To the extent  that a  director,  officer,  employee or agent of a
     corporation  has been  successful  on the merits or otherwise in defense of
     any action,  suit or proceeding  referred to in subsections  (a) and (b) of
     this section, or in defense of any claim, issue or matter therein, he shall
     be indemnified  against expenses  (including  attorneys' fees) actually and
     reasonably incurred by him in connection therewith.

          (d) Any indemnification  under subsections (a) and (b) of this section
     (unless  ordered  by a  court)  shall  be made by the  corporation  only as
     authorized in the specific case upon a determination  that  indemnification
     of the director,  officer, employee or agent is proper in the circumstances
     because  he has met  the  applicable  standard  of  conduct  set  forth  in
     subsections (a) and (b). Such determination shall be made (1) by a majority
     vote of the board of directors who are not parties to such action,  suit or
     proceeding,  even  though  less than a quorum,  or (2) if there are no such
     directors,  or if such directors so direct, by independent legal counsel in
     a written opinion, or (3) by the stockholders.

          (e) Expenses  (including  attorneys'  fees)  incurred by an officer or
     director in defending any civil, criminal, administrative, or investigative
     action, suit or proceeding may be paid by the corporation in advance of the
     final  disposition  of such  action,  suit or  proceeding  upon  receipt of
     undertaking  by or on behalf of such  director  or  officer  to repay  such
     amount if it shall  ultimately be determined  that he is not entitled to be
     indemnified by the corporation as authorized in this section. Such expenses
     (including  attorneys'  fees) incurred by other employees and agents may be
     so paid upon such terms and  conditions,  if any, as the board of directors
     deems appropriate.

          (f) The  indemnification  and advancement of expenses  provided by, or
     granted  pursuant to, the other  subsections  of this section  shall not be
     deemed exclusive of any other rights to which those seeking indemnification
     or advancement of expenses may be entitled under any bylaw, agreement, vote
     of stockholders or disinterested directors or otherwise,  both as to action
     in his official capacity and as to action in another capacity while holding
     such office.


<PAGE>


          (g) A corporation shall have power to purchase and maintain  insurance
     on behalf of any  person who is or was a  director,  officer,  employee  or
     agent  of the  corporation,  or is or was  serving  at the  request  of the
     corporation  as  a  director,   officer,   employee  or  agent  of  another
     corporation,  partnership, joint venture, trust or other enterprise against
     any  liability  asserted  against  him  and  incurred  by him  in any  such
     capacity,  or  arising  out of his  status  as  such,  whether  or not  the
     corporation  would have the power to indemnify  him against such  liability
     under this section.

          (h) For  purposes of this  section,  references  to "the  corporation"
     shall include,  in addition to the resulting  corporation,  any constituent
     corporation  (including any  constituent  of a  constituent)  absorbed in a
     consolidation  or merger which,  if its separate  existence had  continued,
     would have had power and  authority to indemnify its  directors,  officers,
     and  employees  or agents,  so that any  person  who is or was a  director,
     officer,  employee or agent for such constituent corporation,  or is or was
     serving  at the  request of such  constituent  corporation  as a  director,
     officer,  employee  or agent of  another  corporation,  partnership,  joint
     venture, trust or other enterprise,  shall stand in the same position under
     this section with respect to the resulting or surviving  corporation  as he
     would have with  respect to such  constituent  corporation  if its separate
     existence had continued.

          (i) For purposes of this section,  references  to "other  enterprises"
     shall include employee  benefit plans;  references to "fines" shall include
     any excise taxes  assessed on a person with respect to an employee  benefit
     plan; and references to "serving at the request of the  corporation"  shall
     include  any  service  as a  director,  officer,  employee  or agent of the
     corporation  which  imposes  duties  on,  or  involves  services  by,  such
     director,  officer,  employee, or agent with respect to an employee benefit
     plan, its participants,  or  beneficiaries;  and a person who acted in good
     faith and in a manner he  reasonably  believed to be in the interest of the
     participants and  beneficiaries of an employee benefit plan shall be deemed
     to have  acted in a  manner  "not  opposed  to the  best  interests  of the
     corporation" as referred to in this section.

          (j) The  indemnification  and advancement of expenses  provided by, or
     granted  pursuant to, this section shall,  unless  otherwise  provided when
     authorized  or  ratified,  continue  as to a person  who has ceased to be a
     director,  officer, employee or agent and shall inure to the benefit of the
     heirs, executors and administrators of such a person.

          (k) The Court of Chancery is hereby vested with exclusive jurisdiction
     to  hear  and  determine  all  actions  for   advancement  of  expenses  or
     indemnification  brought under this section or under any bylaw,  agreement,
     vote of stockholders or disinterested directors, or otherwise. The Court of
     Chancery may  summarily  determine a  corporation's  obligation  to advance
     expenses (including attorneys' fees)".


<PAGE>


     The  Certificate  of  Incorporation  and  Bylaws  also  limit the  personal
liability of directors to the Company and its  stockholders for monetary damages
resulting from certain breaches of the directors'  fiduciary duties.  The Bylaws
of the Company provide as follows:

          "No  Director of the  Corporation  shall be  personally  liable to the
     Corporation  or  its  stockholders  for  monetary  damages  for  breach  of
     fiduciary  duty as a Director,  except for  liability (i) for any breach of
     the Director's duty of loyalty to the Corporation or its stockholders, (ii)
     for  acts or  omissions  not in good  faith or  which  involve  intentional
     misconduct  or a knowing  violation of law,  (iii) under Section 174 of the
     GCL,  or (iv) for any  transaction  from  which the  Director  derived  any
     improper  personal  benefit.  If the GCL is amended to authorize  corporate
     action further eliminating or limiting the personal liability of Directors,
     then the liability of Directors of the  Corporation  shall be eliminated or
     limited to the full extent permitted by the GCL, as so amended".

     The Company maintains directors' and officers' liability insurance.

ITEM 16.   EXHIBITS.

     Reference  is made to the Exhibit  Index  which  immediately  precedes  the
exhibits filed with this Registration Statement, which is incorporated herein by
reference.

ITEM 17.   UNDERTAKINGS.

     The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this registration statement:

          (i)  To include any  prospectus  required  by Section  l0(a)(3) of the
               Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  registration  statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information   set   forth   in   the   registration    statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the  changes  in  volume  and price  represent  no more than a 20
               percent change in the maximum aggregate  offering price set forth
               in the  "Calculation of Registration  Fee" table in the effective
               registration statement;



<PAGE>


          (iii)To include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  or any  material  change  to such  information  in the
               registration statement;

PROVIDED,  HOWEVER,  that  paragraphs  (1)(i) and (1)(ii) shall not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
section  13 or section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
of  1933  and is,  therefore,  unenforceable.  In the  event  that a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding) is asserted by any such director,  officer or controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of  appropriate  jurisdiction  the  question of whether or not
such indemnification is against public policy as expressed in the Securities Act
of 1933 and will be governed by the final adjudication of such issue.

     The undersigned registrant hereby undertakes to file an application for the
purpose of determining  the  eligibility of the trustee to act under  subsection
(a) of section  310 of the Trust  Indenture  Act,  as amended  (the  "TIA"),  in
accordance  with the rules and  regulations  prescribed by the Commission  under
section 305(b)(2) of the TIA.




<PAGE>




                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-3 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in the City of Houston, State of Texas, on June 13, 1997.


                                        CONTINENTAL AIRLINES, INC.


                                        By:  /S/ JEFFERY A. SMISEK
                                             ----------------------------------
                                             Jeffery A. Smisek
                                             Executive Vice President, General
                                             Counsel and Secretary



     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated, on June 13, 1997.


<TABLE>
<CAPTION>

SIGNATURE                                           TITLE

<S>                           <C>    
          *                    Chairman of the Board and Chief Executive Officer (Principal Executive
- -----------------------        Officer) and Director
Gordon M. Bethune

          *                    Executive Vice President and Chief Financial Officer
- -----------------------        (Principal Financial Officer)
Lawrence W. Kellner            

          *                    Vice President and Controller
- -----------------------        (Principal Accounting Officer)
Michael P. Bonds                            

          *                    Director
- -----------------------        
Thomas J. Barrack, Jr.

          *                    President, Chief Operating Officer and Director
- -----------------------        
Gregory D. Brenneman

          *                    Director

- -----------------------        
Lloyd M. Bentsen, Jr.

          *                    Director
- -----------------------        
David Bonderman

                               Director
- -----------------------        
Patrick Foley

</TABLE>





<PAGE>


<TABLE>
<CAPTION>
<S>                           <C>

          *                    Director
- -----------------------        
Douglas H. McCorkindale

          *                    Director
- -----------------------        
George G. C. Parker

          *                    Director
- -----------------------        
Richard W. Pogue

          *                    Director
- -----------------------        
William S. Price III

          *                    Director
- -----------------------        
Donald L. Sturm

          *                    Director
- -----------------------        
Karen Hastie Williams

          *                    Director
- -----------------------        
Charles A. Yamarone

*By: /S/ SCOTT R. PETERSON
     -----------------------------------
     Scott R. Peterson, Attorney-in-fact

</TABLE>





                                  EXHIBIT INDEX


<TABLE>
<CAPTION>

       EXHIBIT NO.          EXHIBIT
       -----------          -------

          <S>               <C>                                      
           4.1              Form of Senior Indenture

           4.2              Form of Subordinated Indenture

           5.1              Opinion of Hughes Hubbard &  Reed LLP

           12.1             Computation of Ratio of Earnings to Fixed Charges

           23.1             Consent of Ernst & Young LLP

           23.2             Consent of Hughes Hubbard & Reed LLP (included in 
                            its opinion filed as Exhibit 5.1)

           24.1             Powers of Attorney

</TABLE>







                                                                    EXHIBIT 4.1


                            FORM OF SENIOR INDENTURE




<PAGE>







                       CONTINENTAL AIRLINES, INC., Issuer


                                       to


              [__________________________________________], Trustee


                                    INDENTURE


                            Dated as of June __, 1997








                            Providing for Issuance of
                        Senior Debt Securities in Series



<PAGE>


                                TABLE OF CONTENTS

                                                                          PAGE



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

   1.1        Definitions..................................................1
   1.2        Compliance Certificates and Opinions.........................9
   1.3        Form of Documents Delivered to Trustee......................10
   1.4        Acts of Holders.............................................11
   1.5        Notices, etc., to Trustee and Company.......................12
   1.6        Notice to Holders; Waiver...................................13
   1.7        Headings and Table of Contents..............................14
   1.8        Successors and Assigns......................................14
   1.9        Separability................................................14
   1.10       Benefits of Indenture.......................................14
   1.11       Governing Law...............................................14
   1.12       Legal Holidays..............................................14
   1.13       Trustee to Establish Record Dates...........................15
   1.14       No Security Interest Created................................15
   1.15       Liability Solely Corporate..................................15

ARTICLE 2     SECURITY FORMS..............................................15

   2.1        Forms Generally.............................................15
   2.2        Form of Trustee's Certificate of Authentication.............16
   2.3        Securities in Global Form...................................16

ARTICLE 3     THE SECURITIES..............................................17

   3.1        Amount Unlimited; Issuable in Series........................17
   3.2        Denominations...............................................21
   3.3        Execution, Authentication, Delivery and Dating..............21
   3.4        Temporary Securities........................................25
   3.5        Registration, Registration of Transfer and Exchange.........26
   3.6        Replacement Securities......................................30
   3.7        Payment of Interest; Interest Rights Preserved..............31
   3.8        Persons Deemed Owners.......................................33

   3.9        Cancellation................................................33
   3.10       Computation of Interest.....................................34
   3.11       Currency and Manner of Payment in Respect of Securities.....34
   3.12       Appointment and Resignation of Exchange Rate Agent..........38
   3.13       CUSIP Numbers...............................................39
   3.14       Judgments...................................................39

ARTICLE 4     SATISFACTION, DISCHARGE AND DEFEASANCE......................40

   4.1        Termination of Company's Obligations Under the Indenture....40
   4.2        Application of Trust Funds..................................41
   4.3        Applicability of Defeasance Provisions; Company
              Option to Effect Defeasance or Covenant Defeasance..........41
   4.4        Defeasance and Discharge....................................42
   4.5        Covenant Defeasance.........................................42
   4.6        Conditions to Defeasance or Covenant Defeasance.............43
   4.7        Deposited Money and Government Obligations To Be Held in
              Trust.......................................................44
   4.8        Transfers and Distribution at Company Request...............45
   4.9        Reinstatement...............................................46

ARTICLE 5     DEFAULTS AND REMEDIES.......................................46

   5.1        Events of Default...........................................46
   5.2        Acceleration; Rescission and Annulment......................47
   5.3        Collection of Indebtedness and Suits for Enforcement
              by Trustee..................................................48
   5.4        Trustee May File Proofs of Claim............................49
   5.5        Trustee May Enforce Claims Without Possession of Securities.49
   5.6        Delay or Omission Not Waiver................................50
   5.7        Waiver of Past Defaults.....................................50
   5.8        Control by Majority.........................................50
   5.9        Limitation on Suits by Holders..............................50
   5.10       Rights of Holders to Receive Payment........................51
   5.11       Application of Money Collected..............................51
   5.12       Restoration of Rights and Remedies..........................52
   5.13       Rights and Remedies Cumulative..............................52
   5.14       Undertaking for Costs.......................................52
   5.15       Waiver of Stay or Extension Laws............................52

ARTICLE 6     THE TRUSTEE.................................................53

   6.1        Certain Duties and Responsibilities.........................53
   6.2        Rights of Trustee...........................................53
   6.3        Trustee May Hold Securities.................................54
   6.4        Money Held in Trust.........................................54
   6.5        Trustee's Disclaimer........................................54
   6.6        Notice of Defaults..........................................54
   6.7        Reports by Trustee to Holders...............................55
   6.8        Securityholder Lists........................................55
   6.9        Compensation and Indemnity..................................55
   6.10       Replacement of Trustee......................................56
   6.11       Acceptance of Appointment by Successor......................57
   6.12       Eligibility; Disqualification...............................59
   6.13       Merger, Conversion, Consolidation or Succession to Business.59
   6.14       Appointment of Authenticating Agent.........................59
   6.15       Trustee's Application for Instructions from the Company.....61
   6.16       Preferential Collection of Claims Against Company...........61

ARTICLE 7     CONSOLIDATION, MERGER OR SALE BY THE COMPANY................61

   7.1        Consolidation, Merger or Sale of Assets by the Company
              Permitted...................................................61
   7.2        Successor Corporation Substituted...........................62

ARTICLE 8     SUPPLEMENTAL INDENTURES.....................................62

   8.1        Supplemental Indentures without Consent of Holders..........62
   8.2        Supplemental Indentures with Consent of Holders.............64
   8.3        Compliance with Trust Indenture Act.........................65
   8.4        Execution of Supplemental Indentures........................65
   8.5        Effect of Supplemental Indentures...........................65
   8.6        Reference in Securities to Supplemental Indentures..........65
   8.7        Notice of Supplemental Indenture............................65

ARTICLE 9     COVENANTS...................................................65

   9.1        Payment of Principal, Premium, if Any, and Interest,
              if Any......................................................65
   9.2        Maintenance of Office or Agency.............................66
   9.3        Money for Securities to Be Held in Trust; Unclaimed Money...67
   9.4        Corporate Existence.........................................68
   9.5        Reports by the Company......................................68
   9.6        Annual Review Certificate; Notice of Default................69
   9.7        Waiver of Certain Covenants and Conditions..................69

ARTICLE 10    REDEMPTION..................................................69

   10.1       Applicability of Article....................................69
   10.2       Election to Redeem; Notice to Trustee.......................70
   10.3       Selection of Securities To Be Redeemed......................70
   10.4       Notice of Redemption........................................70
   10.5       Deposit of Redemption Price.................................71
   10.6       Securities Payable on Redemption Date.......................72
   10.7       Securities Redeemed in Part.................................73

ARTICLE 11    SINKING FUNDS...............................................73

   11.1       Applicability of Article....................................73
   11.2       Satisfaction of Sinking Fund Payments with Securities.......73
   11.3       Redemption of Securities for Sinking Fund...................74

SIGNATURES    ............................................................75


<PAGE>


Reconciliation  and tie between  Indenture,  dated as of June __, 1997,  and the
Trust Indenture Act of 1939, as amended.

TRUST INDENTURE ACT
 OF 1939 SECTION                                      INDENTURE SECTION
- -------------------                                   -----------------

310(a)(1)                                                  6.12
      (a)(2)                                               6.12
      (a)(3)                                               TIA
      (a)(4)                                               Not Applicable
      (a)(5)                                               TIA
      (b)                                                  6.10; 6.12; TIA

311(a)                                                     TIA
      (b)                                                  TIA
      (c)                                                  Not Applicable

312(a)                                                     6.8
      (b)                                                  TIA
      (c)                                                  TIA

313(a)                                                     6.7; TIA
      (b)                                                  TIA
      (c)                                                  TIA
      (d)                                                  TIA

314(a)                                                     9.6; 9.7; TIA
      (b)                                                  Not Applicable
      (c)(1)                                               1.2
      (c)(2)                                               1.2
      (c)(3)                                               Not Applicable
      (d)                                                  Not Applicable
      (e)                                                  1.2
      (f)                                                  TIA

315(a)                                                     TIA
      (b)                                                  6.6
      (c)                                                  TIA
      (d)(1)                                               TIA
      (d)(2)                                               TIA
      (d)(3)                                               TIA
      (e)                                                  TIA



<PAGE>


316(a) (last sentence)                                     1.1
      (a)(1)(A)                                            5.2; 5.8
      (a)(1)(B)                                            5.7
      (b)                                                  5.9; 5.10
      (c)                                                  TIA

317(a)(1)                                                  5.3
      (a)(2)                                               5.4
      (b)                                                  9.3

318(a)                                                     1.11
      (b)                                                  TIA
      (c)                                                  1.11; TIA


- ----------------------------------
  This reconciliation and tie section does not constitute part of the Indenture.




<PAGE>

           INDENTURE,  dated as of June __, 1997,  among  CONTINENTAL  AIRLINES,
INC.,    a   Delaware    corporation    (the    "Company"),    as   issuer   and
[____________________], a [ ], as Trustee (the "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  unsecured
debentures, notes or other evidences of indebtedness ("Securities") to be issued
in one or more series as herein provided.

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

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


                                    ARTICLE 1

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

          Section 1.1. DEFINITIONS.

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

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

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

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

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

           "AFFILIATE"  of any  specified  Person  means any Person  directly or
indirectly  controlling  or  controlled  by, or under direct or indirect  common


<PAGE>


control with, such specified Person. For 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.

           "AGENT" means any Paying Agent or Registrar.

           "AUTHENTICATING AGENT" means  any  authenticating agent appointed  by
the Trustee pursuant to Section 6.14.

           "AUTHORIZED  NEWSPAPER" means a newspaper of general circulation,  in
the official  language of the country of publication or in the English language,
customarily  published  on  each  Business  Day  whether  or  not  published  on
Saturdays,  Sundays  or  holidays,  and of general  circulation  in the place in
connection  with which the term is used or in the  financial  community  of such
place. Whenever successive  publications in an Authorized Newspaper are required
hereunder they may be made (unless otherwise  expressly  provided herein) on any
Business Day and in the same or different Authorized Newspapers.

           "BEARER  SECURITY"  means  any  Security  in the form (to the  extent
applicable  thereto)  established  pursuant  to Section  2.1 which is payable to
bearer  (including  any  Security in global form payable to bearer) and title to
which passes by delivery only, but does not include any coupons.

           "BOARD" or "BOARD OF  DIRECTORS"  means the Board of Directors of the
Company,  the  Executive  Committee of the Company or any other duly  authorized
committee of such Board of Directors.

           "BOARD  RESOLUTION"  means a copy of a  resolution  of the  Board  of
Directors,  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, and delivered to the Trustee.

           "BUSINESS DAY", when used with respect to any Place of Payment or any
other  particular  location  referred to in this Indenture or in the Securities,
means,  unless  otherwise  specified with respect to any Securities  pursuant to
Section 3.1, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a
day on which  banking  institutions  in that  Place  of  Payment  or  particular
location are authorized or obligated by law or executive order to close.

           "CAPITAL LEASE" means any lease  obligation of a person incurred with
respect to real property or equipment acquired or leased by such person and used
in its  business  that is required  to be  recorded  on its  balance  sheet as a
capitalized lease in accordance with generally  accepted  accounting  principles
consistently applied.

           "COMMISSION"  means the Securities and Exchange  Commission,  as from
time to time constituted,  created under the Securities Exchange Act of 1934, as
amended,  or,  if at any  time  after  the  execution  of  this  Indenture  such


<PAGE>


Commission  is not existing and  performing  the duties now assigned to it under
the Trust Indenture Act, then the body performing such duties at such time.

           "COMPANY"  means  the  Person  named  as the  Company  in  the  first
paragraph of this Indenture until one or more successor  corporations shall have
become  such  pursuant  to the  applicable  provisions  of this  Indenture,  and
thereafter means such successor or successors.

           "COMPANY ORDER" and "COMPANY REQUEST" mean,  respectively,  a written
order or request signed in the name of the Company by the Chairman of the Board,
the President,  any Executive Vice  President,  any Senior Vice President or any
Vice  President,  signing alone,  or, with respect to Sections 3.3, 3.4, 3.5 and
6.1,  any  other  employee  of the  Company  named in an  Officer's  Certificate
delivered to the Trustee.

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

           "CORPORATE  TRUST OFFICE" means the principal  corporate trust office
of the Trustee at which at any  particular  time its  corporate  trust  business
shall be principally administered, which office at the date hereof is located at
[____________________].

           "CORPORATION" includes  corporations,   associations,  companies  and
business trusts.

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

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

           "DEPOSITARY",  when used with respect to the  Securities of or within
any  series  issuable  or issued in whole or in part in global  form,  means the
Person  designated as Depositary by the Company  pursuant to Section 3.1 until a
successor   Depositary  shall  have  become  such  pursuant  to  the  applicable
provisions of this Indenture,  and thereafter  shall mean or include each Person
which is then a Depositary hereunder,  and if at any time there is more than one
such Person, shall be a collective reference to such Persons.

           "DOLLAR"  and the sign "$" mean the coin or  currency  of the  United
States  which at the time of payment is legal  tender for the  payment of public
and private debts.

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

          "EUROPEAN COMMUNITIES" means European Economic Community, the European
Coal and Steel Community and the European Atomic Energy Community.


<PAGE>


           "EUROPEAN   MONETARY  SYSTEM"  means the  European   Monetary  System
established by the Resolution of December 5, 1978 of the Council of the European
Communities.

           "EXCHANGE  RATE AGENT",  when used with respect to  Securities  of or
within  any  series,  means,  unless  otherwise  specified  with  respect to any
Securities  pursuant to Section 3.1, a New York Clearing  House bank  designated
pursuant to Section 3.1 or Section 3.12.

           "EXCHANGE RATE  OFFICER'S  CERTIFICATE"  means a certificate  setting
forth (i) the  applicable  Market  Exchange Rate or the applicable bid quotation
and (ii) the Dollar or Foreign  Currency  amounts of principal (and premium,  if
any) and interest,  if any (of an aggregate basis and on the basis of a Security
having the lowest  denomination  principal  amount in the  relevant  currency or
currency unit), payable with respect to a Security of any series on the basis of
such  Market  Exchange  Rate or the  applicable  bid  quotation,  signed  by the
Treasurer,  any Executive Vice President,  any Senior Vice  President,  any Vice
President or any Assistant Treasurer of the Company.

           "FOREIGN CURRENCY" means any currency issued by the government of one
or  more   countries   other  than  the  United  States  or  by  any  recognized
confederation or association of such governments.

           "GOVERNMENT  OBLIGATIONS"  means  securities  which  are  (i)  direct
obligations  of the United  States or, if specified as  contemplated  by Section
3.1,  the  government  which issued the  currency in which the  Securities  of a
particular  series  are  payable,  for the  payment  of which its full faith and
credit is pledged or (ii)  obligations  of a Person  controlled or supervised by
and acting as an agency or instrumentality of the United States or, if specified
as  contemplated  by Section  3.1,  such  government  which  issued the  foreign
currency  in which the  Securities  of such series are  payable,  the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States or such other government,  which, in either case, are not callable
or  redeemable  at the option of the issuer  thereof,  and shall also  include a
depositary  receipt  issued by a bank or trust company as custodian with respect
to any such  Government  Obligation  or a  specific  payment of  interest  on or
principal  of any such  Government  Obligation  held by such  custodian  for the
account of the holder of a depositary 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 depositary receipt from any amount received by the
custodian in respect of the Government  Obligation  evidenced by such depositary
receipt.

           "HOLDER" means, with respect to a Bearer Security or coupon, a bearer
thereof and,  with respect to a  Registered  Security,  a person in whose name a
Security is registered on the Register.

           "INDENTURE" means this Indenture as originally executed or as amended
or supplemented from time to time and shall include the forms and terms (but not
defined terms  established  by or pursuant to a Board  Resolution) of particular
series of Securities established as contemplated by Sections 2.1 and 3.1.



<PAGE>


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

           "INTEREST  PAYMENT  DATE",  when used with  respect to any  Security,
means the Stated Maturity of an installment of interest on such Security.

           "MARKET EXCHANGE RATE" means, unless otherwise specified with respect
to any Securities  pursuant to Section 3.1, (i) for any  conversion  involving a
currency unit on the one hand and Dollars or any Foreign  Currency on the other,
the exchange rate between the relevant currency unit and Dollars or such Foreign
Currency  calculated  by the method  specified  pursuant  to Section 3.1 for the
Securities of the relevant  series,  (ii) for any conversion of Dollars into any
Foreign  Currency,  the noon buying  rate for such  Foreign  Currency  for cable
transfers  quoted in New York City as  certified  for  customs  purposes  by the
Federal  Reserve  Bank of New York and (iii) for any  conversion  of one Foreign
Currency into Dollars or another Foreign  Currency,  the spot rate at noon local
time in the  relevant  market  at  which,  in  accordance  with  normal  banking
procedures,  the Dollars or Foreign Currency into which conversion is being made
could be purchased with the Foreign Currency from which conversion is being made
from major banks located in New York City,  London or any other principal market
for Dollars or such purchased Foreign  Currency,  in each case determined by the
Exchange Rate Agent.  Unless otherwise  specified with respect to any Securities
pursuant  to  Section  3.1,  in the  event of the  unavailability  of any of the
exchange  rates provided for in the foregoing  clauses (i), (ii) and (iii),  the
Exchange Rate Agent shall use, in its sole  discretion and without  liability on
its part,  such quotation of the Federal Reserve Bank of New York as of the most
recent  available  date, or quotations  from one or more major banks in New York
City,  London or other  principal  market for such  currency or currency unit in
question  (which  may  include  any such  bank  acting  as  Trustee  under  this
Indenture),  or such other  quotations  as the  Exchange  Rate Agent  shall deem
appropriate.  Unless otherwise specified by the Exchange Rate Agent, if there is
more than one market for dealing in any  currency or currency  unit by reason of
foreign exchange  regulations or otherwise,  the market to be used in respect of
such currency or currency unit shall be that upon which a nonresident  issuer of
securities  designated  in such  currency or currency  unit would  purchase such
currency  or  currency  unit  in  order  to make  payments  in  respect  of such
securities.

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

           "OFFICER"  means  the  Chairman  of the  Board,  the  President,  any
Executive Vice  President,  any Senior Vice President,  any Vice President,  the
Treasurer or Secretary of the Company.




<PAGE>


           "OFFICER'S  CERTIFICATE"  means a certificate signed by an Officer of
the Company signing alone, and delivered to the Trustee.

           "OPINION OF COUNSEL" means a written  opinion of legal  counsel,  who
may be (a) an attorney employed by the Company, (b) Hughes Hubbard & Reed LLP or
(c) other  counsel  designated by the Company and who shall be acceptable to the
Trustee.

           "ORIGINAL ISSUE DISCOUNT  SECURITY" means any Security which provides
for an amount  less  than the  stated  principal  amount  thereof  to be due and
payable upon  declaration of  acceleration of the Maturity  thereof  pursuant to
Section 5.2.

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

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

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

               (iii)  Securities,  except to the extent provided in Sections 4.4
          and 4.5.,  with respect to which the Company has  effected  defeasance
          and/or covenant defeasance as provided in Article 4; and

               (iv)  Securities  which have been paid pursuant to Section 3.6 or
          in  exchange  for or in lieu  of  which  other  Securities  have  been
          authenticated and delivered pursuant to this Indenture, other than any
          such Securities in respect of which there shall have been presented to
          the Trustee proof  satisfactory to it that such Securities are held by
          a bona  fide  purchaser  in whose  hands  such  Securities  are  valid
          obligations of the Company;

PROVIDED,  HOWEVER,  that in  determining  whether the Holders of the  requisite
principal amount of the Outstanding  Securities have given any request,  demand,
authorization,  direction,  notice,  consent  or waiver  hereunder,  or  whether
sufficient funds are available for redemption or for any other purpose,  and for
the  purpose of making the  calculations  required  by Section  313 of the Trust
Indenture  Act,  (w)  the  principal  amount  of  any  Original  Issue  Discount
Securities that may be counted in making such  determination  or calculation and
that shall be deemed to be  Outstanding  for such purpose  shall be equal to the
amount of principal  thereof  that would be (or shall have been  declared to be)
due and  payable,  at the  time of such  determination,  upon a  declaration  of
acceleration of the Maturity  thereof pursuant to Section 5.2, (x) the principal
amount of any Security  denominated in a Foreign Currency that may be counted in


<PAGE>


making such  determination  or calculation and that shall be deemed  Outstanding
for such purpose shall be equal to the Dollar  equivalent,  determined as of the
date  such  Security  is  originally  issued by the  Company  as set forth in an
Exchange Rate Officer's  Certificate  delivered to the Trustee, of the principal
amount (or, in the case of the  Original  Issue  Discount  Security,  the Dollar
equivalent  as of such date of  original  issuance of the amount  determined  as
provided in clause (w) above) of such Security,  (y) the principal amount of any
Indexed Security that may be counted in making such determination or calculation
and that  shall be deemed  Outstanding  for such  purpose  shall be equal to the
principal  face amount of such  Indexed  Security at original  issuance,  unless
otherwise provided with respect to such Security pursuant to Section 3.1 and (z)
Securities  owned by the Company or any other obligor upon the Securities or any
Affiliate  of the  Company or of such other  obligor  shall be  disregarded  and
deemed not to be  Outstanding,  except that, in determining  whether the Trustee
shall be  protected  in making  such  calculation  or in  relying  upon any such
request,  demand,  authorization,  direction,  notice,  consent or waiver,  only
Securities  which  the  Trustee  knows to be so owned  shall be so  disregarded.
Securities  so owned  which have been  pledged in good faith may be  regarded as
Outstanding if the pledgee  establishes to the  satisfaction  of the Trustee the
pledgee's  right so to act with respect to such  Securities and that the pledgee
is not the Company or any other obligor upon the  Securities or any Affiliate of
the Company or such other obligor.

           "PAYING AGENT" means any person  authorized by the Company to pay the
principal of, premium, if any, or interest,  if any, on any Securities on behalf
of the Company.

           "PERIODIC  OFFERING" means an offering of Securities of a series from
time to  time,  the  specific  terms  of which  Securities,  including,  without
limitation, the rate or rates of interest or formula for determining the rate or
rates of interest  thereon,  if any,  the Stated  Maturity or Stated  Maturities
thereof, the original issue date or dates thereof, the redemption provisions, if
any, with respect  thereto,  and any other terms  specified as  contemplated  by
Section 3.1 with respect  thereto,  are to be determined by the Company upon the
issuance of such Securities.

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

           "PLACE OF PAYMENT",  when used with respect to the  Securities  of or
within any series, means the place or places where, subject to the provisions of
Section 9.2, the principal of,  premium,  if any, and interest,  if any, on such
Securities are payable as specified as contemplated by Section 3.1.

           "PREDECESSOR   SECURITY"  of  any  particular  Security  means  every
previous Security evidencing all or a portion of the same debt as that evidenced
by such  particular  Security;  and,  for the purposes of this  definition,  any
Security  authenticated  and  delivered  under Section 3.6 in exchange for or in
lieu of a  mutilated,  destroyed,  lost or  stolen  Security  shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

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





<PAGE>


           "REDEMPTION  PRICE",  when used with  respect to any  Security  to be
redeemed,  in whole or in part,  means the  price at which it is to be  redeemed
pursuant to this Indenture.

           "REGISTERED  SECURITY"  means any Security in the form (to the extent
applicable thereto)  established  pursuant to Section 2.1 which is registered as
to principal and interest in the Register.

           "REGULAR  RECORD  DATE"  for the  interest  payable  on any  Interest
Payment Date on the Registered Securities of or within any series means the date
specified for that purpose as contemplated by Section 3.1.

           "RESPONSIBLE  OFFICER",  when used with respect to the Trustee, shall
mean any vice president,  assistant vice president, any senior trust officer, or
any trust  officer,  in the  Corporate  Trust Office of the Trustee or any other
officer  of the  Trustee  customarily  performing  functions  similar  to  those
performed by the persons who at the time shall be such  officers,  respectively,
and also means, with respect to a particular  corporate trust matter,  any other
officer of the Trustee to whom such corporate  trust matter is referred  because
of his knowledge of and familiarity with the particular subject.

           "SECURITY"  or  "SECURITIES"  has the  meaning  stated  in the  first
recital of this Indenture and more particularly means any Security or Securities
of the Company issued, authenticated and delivered under this Indenture.

           "SPECIAL  RECORD DATE" for the payment of any  Defaulted  Interest on
the  Registered  Securities  of any  issue  means a date  fixed  by the  Trustee
pursuant to Section 3.7.

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

           "SUBSIDIARY"  means any  corporation of which the Company at the time
owns or  controls,  directly  or  indirectly,  more  than 50% of the  shares  of
outstanding  stock having general voting power under ordinary  circumstances  to
elect a majority of the Board of Directors of such corporation  (irrespective of
whether  or not at the  time  stock  of any  other  class  or  classes  of  such
corporation  shall have or might have voting power by reason of the happening of
any contingency).

           "TRUST  INDENTURE  ACT"  means the Trust  Indenture  Act of 1939,  as
amended,  as in effect on the date of this  Indenture,  except  as  provided  in
Section 8.3.

           "TRUSTEE"  means the party  named as such in the first  paragraph  of
this Indenture until a successor  Trustee replaces it pursuant to the applicable
provisions of this Indenture,  and thereafter  means such successor  Trustee and
if, at any time, there is more than one Trustee,  "Trustee" as used with respect
to the  Securities  of any series  shall mean the  Trustee  with  respect to the
Securities of that series.


<PAGE>


           "UNITED STATES" means, unless otherwise specified with respect to the
Securities  of any series as  contemplated  by Section 3.1, the United States of
America  (including the States and the District of Columbia),  its  territories,
its possessions and other areas subject to its jurisdiction.

           "U.S. PERSON" means,  unless otherwise  specified with respect to the
Securities of any series as contemplated by Section 3.1, a citizen,  national or
resident  of the United  States,  a  corporation,  partnership  or other  entity
created or organized in or under the laws of the United  States or any political
subdivision  thereof,  or an estate or trust the  income of which is  subject to
United States federal income taxation regardless of its source.

           "YIELD TO MATURITY"  means the yield to maturity,  calculated  by the
Company at the time of issuance of a series of Securities or, if applicable,  at
the most recent  determination  of interest on such series,  in accordance  with
accepted financial practice.

           (b) The  following  terms shall have the  meanings  specified  in the
Sections referred to opposite such term below:


<TABLE>
<CAPTION>

TERM                                                          SECTION
- ----                                                          -------
<S>                                                           <C>   
"Act"                                                         1.4(a)
"Bankruptcy Law"                                              5.1
"Component Currency"                                          3.11(h)
"Conversion Date"                                             3.11(d)
"Custodian"                                                   5.1
"Defaulted Interest"                                          3.7(b)
"defeasance"                                                  4.4
"Dollar Equivalent of the Foreign Currency"                   3.11(f)
"Dollar Equivalent of the Currency Unit"                      3.11(g)
"Election Date"                                               3.11(h)
"Event of Default"                                            5.1
"Register"                                                    3.5
"Registrar"                                                   3.5
"Specified Amount"                                            3.11(h)
"Valuation Date"                                              3.11(c)

</TABLE>


          Section  1.2.   COMPLIANCE   CERTIFICATES   AND  OPINIONS.   Upon  any
application  or request by the Company to the  Trustee to take any action  under
any  provision of this  Indenture,  the Company  shall furnish to the Trustee an
Officer's  Certificate stating that all conditions  precedent,  if any, provided
for in this  Indenture  relating to the proposed  action have been complied with
and an Opinion of Counsel  stating  that in the opinion of such counsel all such
conditions  precedent,  if any, have been complied with, except that in the case
of any such  application or request as to which the furnishing of such documents
is  specifically  required by any provision of this  Indenture  relating to such
particular  application or request, no additional certificate or opinion need be
furnished.


<PAGE>


          Every  certificate  or  opinion  with  respect  to  compliance  with a
condition or covenant  provided for in this  Indenture  (other than  pursuant to
Sections 2.3, 3.3 and 9.7) shall include:

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

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

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

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

          Section 1.3. FORM OF DOCUMENTS DELIVERED TO TRUSTEE. In any case where
several  matters are required to be  certified  by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or  covered by only one  document,  but one such  Person may  certify or give an
opinion  with  respect to some  matters and one or more other such Persons as to
other  matters,  and any such  person may  certify or give an opinion as to such
matters in one or several documents.

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

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

          Section 1.4. ACTS OF HOLDERS. (a) Any request, demand,  authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders  may be embodied  in and  evidenced  by one or more
instruments of  substantially  similar tenor signed by such Holders in person or
by agent  duly  appointed  in  writing.  Except  as herein  otherwise  expressly
provided, such action shall become effective when such instrument or instruments


<PAGE>


are delivered to the Trustee and, where it is hereby expressly required,  to the
Company.  Such instrument or instruments  (and the action  embodied  therein and
evidenced  thereby) are herein sometimes referred to as the "Act" of the Holders
signing  such  instrument  or  instruments.  Proof  of  execution  of  any  such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose  of this  Indenture  and  conclusive  in  favor of the  Trustee  and the
Company,  if made in the  manner  provided  in clause (b) of this  Section  1.4.
Whenever any action or Act is to be taken hereunder by the Holders of Securities
denominated  in different  currencies  or currency  units,  then for purposes of
determining  the  principal  amount  of  Securities  held by such  Holders,  the
aggregate  principal amount of the Securities  denominated in a foreign currency
or currency  unit shall be deemed to be the Dollar  equivalent  amounts  thereof
determined by the Company on the basis of the applicable  Market  Exchange Rates
in effect as of the date of the taking of such  action or Act by the  Holders of
the requisite  percentage  in principal  amount of the  Securities  (the "Action
Date"), except that if a Conversion Event has occurred with respect to a foreign
currency or currency unit and is continuing,  the Dollar  equivalent  amounts of
Securities  denominated  in such  foreign  currency  or  currency  unit shall be
determined on the basis of the Dollar  Equivalent of the Foreign Currency or the
Dollar  Equivalent  of the Currency Unit  (computed in accordance  with Sections
3.11(f) and (g), except that for purposes of computing the Dollar  Equivalent of
the Currency Unit,  references to the "Valuation  Date" shall be deemed to refer
to the date of the taking of such action or Act by the Holders of the  requisite
percentage in principal amount of the Securities).

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

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



<PAGE>


          (d) The  ownership  of  Registered  Securities  shall be proved by the
Register or by a certificate of the Registrar.

          (e) Any request, demand,  authorization,  direction,  notice, consent,
waiver or other Act of the Holder of any Security shall bind every future Holder
of the  same  Security  and  the  Holder  of  every  Security  issued  upon  the
registration of transfer  thereof or in exchange  therefor or in lieu thereof in
respect of anything  done,  omitted or suffered to be done by the Trustee or the
Company in reliance thereon, whether or not notation of such action is made upon
such Security.

          (f) If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may,
at its option,  by or  pursuant to an  Officer's  Certificate  delivered  to the
Trustee,  fix in advance a record date for the determination of Holders entitled
to give such request, demand, authorization,  direction, notice, consent, waiver
or other  Act,  but the  Company  shall have no  obligation  to do so. If such a
record date is fixed, such request, demand,  authorization,  direction,  notice,
consent,  waiver or other Act may be given before or after such record date, but
only the Holders of record at the close of business on such record date shall be
deemed to be Holders for the  purposes  of  determining  whether  Holders of the
requisite  proportion of  Outstanding  Securities  have  authorized or agreed or
consented to such request, demand,  authorization,  direction,  notice, consent,
waiver or other Act, and for that purpose the  Outstanding  Securities  shall be
computed as of such record date; PROVIDED, that no such authorization, agreement
or consent by the Holders on such record date shall be deemed effective
unless it shall become  effective  pursuant to the  provisions  of clause (a) of
this Section 1.4 no later than six months after the record date.

          (g) At any  time  prior  to (but  not  after)  the  evidencing  to the
Trustee, as provided in clause (a) of this Section 1.4, of the taking of any Act
by  the  Holders  of  the  percentage  in  aggregate  principal  amount  of  the
Outstanding  Securities specified in this Indenture in connection with such Act,
any Holder of a Security,  the number,  letter or other distinguishing symbol of
which is shown by the evidence to be included in the  Securities  the Holders of
which have consented to such Act, may, by filing written notice with the Trustee
at the  Corporate  Trust  Office and upon proof of ownership as provided in this
Section 1.4, revoke such Holder's consent to such Act so far as it concerns such
Security.

          (h) The Trustee may in any instance require further proof with respect
to any of the matters referred to in this Section 1.4 so long as this request is
a reasonable one.

          Section  1.5.  NOTICES,  ETC.,  TO TRUSTEE AND  COMPANY.  Any request,
demand,  authorization,  direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with

               (1)  the  Trustee  by any  Holder  or by  the  Company  shall  be
          sufficient for every purpose  hereunder if made,  given,  furnished or
          filed in writing to or with the Trustee at its Corporate Trust Office,
          Attention: [____________], or


<PAGE>


               (2)  the  Company  by the  Trustee  or by  any  Holder  shall  be
          sufficient  for  every  purpose  hereunder  (unless  otherwise  herein
          expressly  provided)  if in writing  and mailed,  first-class  postage
          prepaid,  to the Company addressed to it at 2929 Allen Parkway,  Suite
          2010,  Houston,  Texas 77019,  Attention:  Chief Executive Officer and
          General  Counsel or at any other  address  furnished in writing to the
          Trustee by the Company prior to the mailing thereof.

          Section 1.6. NOTICE TO HOLDERS;  WAIVER. Where this Indenture provides
for notice to Holders of any event,  (i) if any of the  Securities  affected  by
such event are Registered  Securities,  such notice to the Holders thereof shall
be sufficiently  given (unless otherwise herein expressly  provided or otherwise
agreed to by a Holder) if in writing and mailed, first-class postage prepaid, to
each such Holder  affected  by such  event,  at his address as it appears in the
Register,  within the time  prescribed for the giving of such notice and (ii) if
any of the Securities  affected by such event are Bearer  Securities,  notice to
the Holders thereof shall be sufficiently  given (unless  otherwise herein or in
the terms of such Bearer Securities  expressly provided) if published once in an
Authorized Newspaper in New York, New York, and in such other city or cities, if
any, as may be specified as contemplated by Section 3.1(5).

          In any case  where  notice to Holders  is given by mail,  neither  the
failure to mail such  notice,  nor any  defect in any  notice so mailed,  to any
particular  Holder shall affect the  sufficiency  of such notice with respect to
other  Holders of  Registered  Securities  or the  sufficiency  of any notice to
Holders of Bearer  Securities given as provided herein. In any case where notice
is given to Holders by publication,  neither the failure to publish such notice,
nor any defect in any notice so published,  shall affect the sufficiency of such
notice with respect to other Holders of Bearer  Securities or the sufficiency of
any notice to Holders of Registered  Securities  given as provided  herein.  Any
notice mailed to a Holder in the manner herein  prescribed shall be conclusively
deemed to have been received by such Holder, whether or not such Holder actually
receives such notice.

          If by reason of the suspension of regular mail service or by reason of
any other cause it shall be impracticable to give such notice as provided above,
then such  notification  as shall be made with the approval of the Trustee shall
constitute a  sufficient  notification  for every  purpose  hereunder.  If it is
impossible or, in the opinion of the Trustee,  impracticable  to give any notice
by  publication  in the manner herein  required,  then such  publication in lieu
thereof as shall be made with the  approval of the Trustee  shall  constitute  a
sufficient publication of such notice.

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

          Where this  Indenture  provides for notice in any manner,  such notice
may be waived in writing by the Person  entitled to receive such notice,  either
before or after the  event,  and such  waiver  shall be the  equivalent  of such
notice.  Waivers of notice by Holders shall be filed with the Trustee,  but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.



<PAGE>


          Section 1.7.  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 1.8.  SUCCESSORS AND ASSIGNS.  All covenants and agreements in
this Indenture by the Company shall bind its successors and assigns,  whether so
expressed or not.

          Section 1.9. SEPARABILITY.  In case any provision of this Indenture or
the  Securities  shall be  invalid,  illegal  or  unenforceable,  the  validity,
legality and enforceability of the remaining  provisions shall not in any way be
affected or impaired thereby.

          Section 1.10.  BENEFITS OF INDENTURE.  Nothing in this Indenture or in
the Securities,  expressed or implied,  shall give to any Person, other than the
parties hereto, any Registrar,  any Paying Agent and their successors  hereunder
and the Holders,  any benefit or any legal or equitable  right,  remedy or claim
under this Indenture.

          Section 1.11.  GOVERNING LAW. THIS  INDENTURE,  THE SECURITIES AND ANY
COUPONS  APPERTAINING  THERETO  SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.  This  Indenture is subject to the Trust
Indenture Act and if any provision  hereof  limits,  qualifies or conflicts with
the duties  imposed  on any  person by the  provision  of  Sections  310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

          Section 1.12. LEGAL HOLIDAYS.  Unless otherwise  specified pursuant to
Section 3.1 or in any  Security,  in any case where any Interest  Payment  Date,
Redemption Date,  sinking fund payment date,  Stated Maturity or Maturity of any
Security   shall  not  be  a  Business  Day  at  any  Place  of  Payment,   then
(notwithstanding any other provision of this Indenture or any Security or coupon
other than a provision in the Securities of any series which specifically states
that such provision  shall apply in lieu of this Section)  payment of principal,
premium,  if any, or interest  need not be made at such Place of Payment on such
date,  but may be made on the  next  succeeding  Business  Day at such  Place of
Payment with the same force and effect as if made on such date; PROVIDED that no
interest  shall  accrue on the amount so payable  for the period  from and after
such Interest Payment Date,  Redemption Date,  sinking fund payment date, Stated
Maturity or Maturity,  as the case may be, to such  Business Day if such payment
is made or duly provided for on such Business Day.

          Section 1.13. TRUSTEE TO ESTABLISH RECORD DATES. The Trustee shall fix
a record date for the purpose of determining the Holders  entitled to make, give
or take any request, demand,  authorization,  direction, notice, consent, waiver
or  other  action  provided  in this  Indenture  to be  made,  given or taken by
Holders.  If such a record  date is fixed,  the  Holders on such record date and
only such Holders, shall be entitled to make, give or take such request, demand,
authorization,  direction,  notice,  consent, waiver or other action, whether or
not such Holders remain Holders after such record date. No such request, demand,
authorization, direction, notice, consent, waiver or other action shall be valid
or effective if made, given or taken more than 90 days after such record date.





<PAGE>


          Section 1.14. NO SECURITY INTEREST CREATED.  Nothing in this Indenture
or in the Securities or coupons, if any, express or implied,  shall be construed
to constitute a security  interest under the Uniform  Commercial Code or similar
legislation, as now or hereafter enacted and in effect in any jurisdiction where
property of the Company or its Subsidiaries is or may be located.

          Section 1.15. LIABILITY SOLELY CORPORATE. No recourse shall be had for
the payment of the  principal  of (or  premium,  if any) or the  interest on any
Securities  or coupons,  if any,  or any part  thereof,  or of the  indebtedness
represented  thereby,  or upon any  obligation,  covenant or  agreement  of this
Indenture,  against any  incorporator,  or against any  stockholder,  officer or
director, as such, past, present or future, of the Company (or any incorporator,
stockholder,  officer or director of any predecessor or successor  corporation),
either  directly or through the Company (or any such  predecessor  or  successor
corporation),  whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise; it being expressly
agreed and understood that this Indenture and all the Securities and coupons, if
any, are solely corporate obligations, and that no personal liability whatsoever
shall attach to, or be incurred by, any such incorporator,  stockholder, officer
or  director,  past,  present or future,  of the Company  (or any  incorporator,
stockholder,   officer  or  director  of  any  such   predecessor  or  successor
corporation),  either  directly  or  indirectly  through the Company or any such
predecessor  or  successor  corporation,  because  of  the  indebtedness  hereby
authorized or under or by reason of any of the obligations,  covenants, promises
or  agreements  contained  in  this  Indenture  or in any of the  Securities  or
coupons,  if any,  or to be implied  herefrom  or  therefrom;  and that any such
personal  liability is hereby  expressly  waived and released as a condition of,
and as part of the  consideration  for, the execution of this  Indenture and the
issue of Securities; PROVIDED, HOWEVER, that nothing herein or in the Securities
or  coupons,  if any,  contained  shall be taken to prevent  recourse to and the
enforcement  of the  liability,  if any, of any  stockholder  or  subscriber  to
capital stock upon or in respect of the shares of capital stock not fully paid.


                                    ARTICLE 2

                                 SECURITY FORMS

          Section 2.1.  FORMS  GENERALLY.  The Securities of each series and the
coupons,  if any, to be attached  thereto  shall be in  substantially  such form
(including  global  form) as shall be  established  by or pursuant to  authority
granted in a Board Resolution or in one or more indentures  supplemental hereto,
in each case with such  appropriate  insertions,  omissions,  substitutions  and
other  variations as are required or permitted by this  Indenture,  and may have
such  letters,  numbers or other  marks of  identification  and such  legends or
endorsements  placed  thereon as may be required to comply with the rules of any
securities  exchange or as may,  consistently  herewith,  be  determined  by the
officers  executing such  Securities and coupons,  if any, as evidenced by their
execution of the Securities and coupons, if any. If temporary  Securities of any
series are issued as  permitted  by Section  3.4, the form thereof also shall be
established  as provided in the preceding  sentence.  If the forms of Securities
and  coupons,  if any, of any series are  established  by or pursuant to a Board
Resolution,  such Board Resolution (and, if applicable, an Officer's Certificate
certifying  the  action  taken  pursuant  to such  Board  Resolution)  shall  be




<PAGE>


delivered  to the  Trustee  at or prior to the  delivery  of the  Company  Order
contemplated  by  Section  3.3  for  the  authentication  and  delivery  of such
Securities.

          Unless  otherwise  specified as  contemplated  by Section 3.1,  Bearer
Securities shall have interest coupons attached.

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

          Section 2.2.  FORM OF TRUSTEE'S  CERTIFICATE  OF  AUTHENTICATION.  The
Trustee's  certificate of authentication shall be in substantially the following
form:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This  is  one  of  the   Securities  of  a  series  issued  under  the
within-mentioned Indenture.

Dated:                                 [___________________________], as Trustee

                                       By_______________________________________
                                         Authorized Signatory

          Section 2.3.  SECURITIES  IN GLOBAL FORM. If Securities of or within a
series are issuable in whole or in part in temporary or definitive  global form,
as specified as contemplated by Section 3.1, then, notwithstanding clause (8) of
Section  3.1(b) and the  provisions  of Section  3.2,  any such  Security  shall
represent  such  of the  Outstanding  Securities  of such  series  as  shall  be
specified  therein and may provide that it shall represent the aggregate  amount
of  Outstanding  Securities  from  time to time  endorsed  thereon  and that the
aggregate amount of Outstanding  Securities represented thereby may from time to
time be reduced to reflect  exchanges.  Any  endorsement of a 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 by the Trustee in such manner and upon instructions  given by such
Person or Persons as shall be  specified  therein or in the Company  Order to be
delivered  to the  Trustee  pursuant  to  Section  3.3 or  3.4.  Subject  to the
provisions  of Section 3.3 and, if  applicable,  Section 3.4, 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 in the
applicable  Company  Order.  Any  instructions  by the Company  with  respect to
endorsement  or delivery or  redelivery of a Security in global form shall be in
writing but need not comply with Section 1.2 hereof and need not be  accompanied
by an Opinion of Counsel.

          The provisions of the last paragraph of Section 3.3 shall apply to any
Security  in  global  form if such  Security  was never  issued  and sold by the
Company  and the Company  delivers  to the  Trustee the  Security in global form
together with written  instructions  (which need not comply with Section 1.2 and
need not be  accompanied  by an Opinion of Counsel) with regard to the reduction
in the principal  amount of Securities  represented  thereby,  together with the
written statement contemplated by the last paragraph of Section 3.3.

           Notwithstanding  the  provisions  of  Sections  2.1 and  3.7,  unless
otherwise  specified as  contemplated  by Section 3.1,  payment of principal of,
premium, if any, and interest, if any, on any Security in definitive global form
shall be made to the Person or Persons specified therein.



<PAGE>


                                    ARTICLE 3

                                 THE SECURITIES

          Section 3.1. AMOUNT UNLIMITED;  ISSUABLE IN SERIES.  (a) The aggregate
principal amount of Securities  which may be  authenticated  and delivered under
this  Indenture is unlimited.  The Securities may be issued from time to time in
one or more series.

          (b) The following matters shall be established and (subject to Section
3.3) set forth,  or determined in the manner  provided,  in a Board  Resolution,
and,  in the case of  matters  established  or  determined  pursuant  to a Board
Resolution,  set forth in an Officer's  Certificate  certifying the action taken
pursuant  to  such  Board  Resolution,  or one or more  indentures  supplemental
hereto:

               (1) the title of the  Securities of the series (which title shall
          distinguish the Securities of the series from all other Securities);

               (2)  any  limit  upon  the  aggregate  principal  amount  of  the
          Securities  of the series  which may be  authenticated  and  delivered
          under this Indenture  (which limit shall not pertain to (i) Securities
          authenticated  and delivered upon  registration  of transfer of, or in
          exchange for, or in lieu of, other  Securities of the series  pursuant
          to Section 3.4, 3.5, 3.6, 8.6 or 10.7 and (ii) any  Securities  which,
          pursuant to the last  paragraph  of Section  3.3,  are deemed never to
          have been authenticated and delivered hereunder);

               (3) the  date or  dates on which  or  periods  during  which  the
          Securities of the series may be issued,  and the date or dates (or the
          method  of  determination  thereof)  on which  the  principal  of (and
          premium,  if any,  on) the  Securities  of such  series  are or may be
          payable   (which,   if  so  provided  in  such  Board   Resolution  or
          supplemental indenture,  may be determined by the Company from time to
          time and set forth in the Securities of the series issued from time to
          time);

               (4) the rate or rates at which the Securities of the series shall
          bear interest, if any, or the method of calculating such rate or rates
          of interest,  the date or dates from which such interest  shall accrue
          (which,  if so  provided  in such  Board  Resolution  or  supplemental
          indenture,  may be determined by the Company from time to time and set
          forth in the Securities of the series issued from time to time) or the
          method by which such date or dates shall be  determined,  the Interest
          Payment  Dates on which any such  interest  shall be  payable  (or the
          method of  determination  thereof)  and,  with  respect to  Registered
          Securities,  the Regular Record Date, if any, for the interest payable
          on any Registered Security on any Interest Payment Date;





<PAGE>


               (5) the place or  places  where,  subject  to the  provisions  of
          Section 9.2, the principal of, premium, if any, and interest,  if any,
          on Securities of the series shall be payable;  the extent to which, or
          the manner in which,  any  interest  payable on any Security in global
          form on an Interest  Payment  Date will be paid,  if other than in the
          manner  provided in Section 3.7; and the manner in which any principal
          of, or premium,  if any, on, any Security in global form will be paid,
          if other than as set forth elsewhere herein;

               (6) the period or periods  within which,  or the date or dates on
          which,  the  price or  prices at which,  the  currency  or  currencies
          (including   currency  units)  in  which,  and  the  other  terms  and
          conditions  upon which,  Securities of the series may be redeemed,  in
          whole or in part,  at the option of the Company  and, if other than as
          provided  in  Section  10.3,   the  manner  in  which  the  particular
          Securities of such series (if less than all  Securities of such series
          are to be redeemed) are to be selected for redemption;

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

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

               (9) if other than Dollars, the currency or currencies  (including
          currency  units) in which  the  principal  of,  premium,  if any,  and
          interest, if any, on the Securities of the series shall be payable, or
          in which  the  Securities  of the  series  shall be  denominated,  the
          particular  provisions  applicable  thereto  in  accordance  with,  in
          addition to, or in lieu of the provisions of Section 3.11, and whether
          the  Securities  of the series may be satisfied and  discharged  other
          than as provided in Article 4;

               (10) if the  payments  of  principal  of,  premium,  if  any,  or
          interest,  if any, on the  Securities of the series are to be made, at
          the election of the Company or a Holder,  in a currency or  currencies
          (including  currency  units) other than that in which such  Securities
          are  denominated  or  designated  to  be  payable,   the  currency  or
          currencies (including currency units) in which such payments are to be
          made,  the terms and  conditions  of such  payments  and the manner in
          which  the  exchange  rate  with  respect  to such  payments  shall be
          determined, the particular provisions applicable thereto in accordance
          with,  in addition to, or in lieu of the  provisions  of Section 3.11,
          and  whether  the  Securities  of  the  series  may be  satisfied  and
          discharged other than as provided in Article 4;




<PAGE>


               (11) if the amount of payments of principal of, premium,  if any,
          and  interest,  if any,  on the  Securities  of the  series  shall  be
          determined with reference to an index,  formula or other method (which
          index,  formula  or method  may be  based,  without  limitation,  on a
          currency or currencies  (including  currency units) other than that in
          which the Securities of the series are denominated or designated to be
          payable),  the index,  formula or other  method by which such  amounts
          shall be determined;

               (12) if other than the principal  amount thereof,  the portion of
          the principal  amount of such  Securities of the series which shall be
          payable upon  declaration  of  acceleration  of the  Maturity  thereof
          pursuant to Section 5.2 or the method by which such  portion  shall be
          determined;

               (13) if other than as provided in Section 3,7, the Person to whom
          any  interest  on any  Registered  Security  of the  series  shall  be
          payable,  the manner in which,  or the Person to whom, any interest on
          any Bearer  Securities of the series shall be payable,  and the extent
          to  which,  or  the  manner  in  which  (including  any  certification
          requirement and other terms and conditions under which),  any interest
          payable on a temporary or  definitive  global  Security on an Interest
          Payment  Date will be paid if other  than in the  manner  provided  in
          Section 2.3 and Section 3.4, as applicable;

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

               (15) any  deletions  from,  modifications  of or additions to the
          Events of Default set forth in Section 5.1 or covenants of the Company
          set forth in Article 9 pertaining to the Securities of the series;

               (16) the circumstances,  if any, under which the Company will pay
          additional  amounts on the  Securities of that series held by a Person
          who is not a U.S.  Person  in  respect  of  taxes or  similar  charges
          withheld or deducted  and,  if so,  whether the Company  will have the
          option to  redeem  such  Securities  rather  than pay such  additional
          amounts (and the terms of any such option);

               (17)  whether  Securities  of the  series  shall be  issuable  as
          Registered  Securities or Bearer  Securities (with or without interest
          coupons),  or both, and any  restrictions  applicable to the offering,
          sale or delivery of Bearer  Securities  and, if other than as provided
          in Section 3.5, the terms upon which Bearer Securities of a series may
          be exchanged  for  Registered  Securities  of the same series and vice
          versa;

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

               (19) the  applicability,  if any, to the  Securities of or within
          the series of Sections 4.4 and 4.5, or such other means of  defeasance
          or covenant  defeasance  as may be specified  for the  Securities  and


<PAGE>


          coupons, if any, of such series, and whether,  for the purpose of such
          defeasance or covenant defeasance,  the term "Government  Obligations"
          shall include  obligations  referred to in the definition of such term
          which  are not  obligations  of the  United  States  or an  agency  or
          instrumentality of the United States;

               (20) if other than the Trustee, the identity of the Registrar and
          any Paying Agent;

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

               (22) whether Securities of the series shall be issued in whole or
          in part in  temporary  or  definitive  global form and, if so, (i) the
          initial  Depositary for such global Securities (which Depositary shall
          have the  qualifications  set forth in Section  3.3) and (ii) if other
          than as provided in Section 3.4 or 3.5, as applicable, whether and the
          circumstances  under  which  beneficial  owners  of  interests  in any
          Securities  of the series in temporary or  definitive  global form may
          exchange  such  interests  for  Securities  of such series and of like
          tenor of any authorized form and denomination;

               (23) if Bearer  Securities  of the series  are to be issued,  (x)
          whether interest in respect of any portion of a temporary  Security in
          global form  (representing all of the Outstanding Bearer Securities of
          the series)  payable in respect of any Interest  Payment Date prior to
          the exchange of such temporary  Security for definitive  Securities of
          the series shall be paid to any clearing  organization with respect to
          the portion of such  temporary  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, and (y) the terms upon
          which  interests  in such  temporary  Security  in global  form may be
          exchanged for interests in a definitive Security in global form or for
          definitive Securities of the series and the terms upon which interests
          in a definitive  Security in global form, if any, may be exchanged for
          definitive Securities of the series; and

               (24) any other  terms of the  series  (which  terms  shall not be
          inconsistent  with the  provisions of this  Indenture),  including any
          terms which may be required by or advisable  under United  States laws
          or  regulations  or  advisable  in  connection  with the  marketing of
          Securities of the series.

          (c) All Securities of any one series and coupons, if any, appertaining
to any Bearer Securities of such series shall be substantially  identical except
as to  denomination,  the terms of redemption  and the rate or rates of interest
(or method of determining  the rate of interest),  if any, and Stated  Maturity,
the date from which  interest,  if any, shall accrue and except as may otherwise
be  provided,  or  determined  pursuant  to the  authority  granted,  in a Board
Resolution pursuant to this Section 3.1 or in an indenture  supplemental hereto.
All Securities of any one series need not be issued at the same time and, unless
otherwise  provided,  a series  may be  reopened,  without  the  consent  of the
Holders,  for  issuances  of  additional  Securities  of such  series or for the
establishment of additional terms with respect to the Securities of such series.


<PAGE>


          (d)  If any  of  the  terms  of  the  Securities  of  any  series  are
established by action taken pursuant to a Board Resolution, a copy of such Board
Resolution  shall be delivered to the Trustee at or prior to the delivery of the
Officer's Certificate of the Company, setting forth, or providing the manner for
determining,  the terms of the  Securities  of such series,  and an  appropriate
record of any action taken pursuant  thereto in connection  with the issuance of
any  Securities  of such series shall be  delivered to the Trustee  prior to the
authentication  and delivery  thereof.  With respect to  Securities  of a series
subject  to  a  Periodic   Offering,   such  Board   Resolutions  and  Officer's
Certificates may provide general terms for Securities of such series and provide
either that the specific terms of particular  Securities of such series shall be
specified  in a Company  Order,  or that such terms shall be  determined  by the
Company, or one or more of its agents,  designated in its Officer's  Certificate
or Board  Resolution,  in accordance  with the Company Order, as contemplated by
the first proviso of the third paragraph of Section 3.3.

          Section 3.2. DENOMINATIONS.  Unless otherwise provided as contemplated
by Section  3.1,  any  Registered  Securities  of a series  shall be issuable in
denominations  of  $1,000  and any  integral  multiple  thereof  and any  Bearer
Securities of a series shall be issuable in denominations of $5,000.

          Section   3.3.   EXECUTION,   AUTHENTICATION,   DELIVERY  AND  DATING.
Securities  shall be executed  on behalf of the  Company by its  Chairman of the
Board or  President  and attested to by its  Secretary  or one of its  Assistant
Secretaries.  The  Company's  seal  shall be  affixed  to the  Securities,  or a
facsimile of such seal shall be engraved,  printed,  or otherwise  reproduced on
the Securities.  The signatures of such officers on the Securities may be manual
or facsimile. The coupons, if any, of Bearer Securities shall bear the facsimile
signature of the Chairman of the Board or President and shall be attested by the
Secretary of the Company.

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

          At any time and from time to time, the Company may deliver Securities,
together with any coupons  appertaining  thereto,  of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication  and delivery of such  Securities,  and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities; PROVIDED,
HOWEVER,  that in the case of  Securities  offered in a Periodic  Offering,  the
Trustee  shall  authenticate  and deliver such  Securities  from time to time in
accordance  with such  other  procedures  (including,  without  limitation,  the
receipt by the Trustee of oral or  electronic  instructions  from the Company or
its duly authorized  agents,  promptly  confirmed in writing)  acceptable to the
Trustee as may be specified by or pursuant to a Company  Order  delivered to the
Trustee  prior to the time of the first  authentication  of  Securities  of such
series;  PROVIDED,  FURTHER,  that,  in  connection  with  its sale  during  the
"restricted period" (as defined in Section  1.163-5(c)(2)(i)(D)(7) of the United
States  Treasury  Regulations),  no Bearer Security shall be mailed or otherwise
delivered  to any  location  in the  United  States.  If any  Security  shall be
represented by a definitive  Security in global form, then, for purposes of this


<PAGE>


Section and Section 3.4, the notation of a beneficial  owner's  interest therein
upon  original  issuance  of such  Security  or upon  exchange of a portion of a
temporary  Security in global form shall be deemed to be delivery in  connection
with  the  original  issuance  of  such  beneficial  owner's  interest  in  such
definitive  Security in global form.  Except as permitted by Section 3.6 or 3.7,
the Trustee shall not  authenticate  and deliver any Bearer  Security unless all
coupons for interest then matured have been detached and cancelled.

          If the  form  or  terms  of  the  Securities  of a  series  have  been
established  by or  pursuant  to one or  more  Board  Resolutions  or  Officer's
Certificates  as  permitted  by  Sections  2.1 and 3.1, in  authenticating  such
Securities and accepting the additional responsibilities under this Indenture in
relation  to such  Securities,  the Trustee  shall be  entitled to receive,  and
(subject  to Section  315(a)  through (d) of the Trust  Indenture  Act) shall be
fully protected in relying upon, an Opinion of Counsel stating,

               (1) all  instruments  furnished  by the Company to the Trustee in
          connection with the authentication and delivery of such Securities and
          coupons  conform to the  requirements of this Indenture and constitute
          sufficient  authority  hereunder for the Trustee to  authenticate  and
          deliver such Securities and coupons;

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

               (3) the  execution  and delivery of such  Securities  and coupons
          have been duly  authorized  by all necessary  corporate  action of the
          Company and such Securities and coupons have been duly executed by the
          Company,   and  that  such   Securities   together  with  any  coupons
          appertaining  thereto, when authenticated and delivered by the Trustee
          and issued by the Company in the manner and subject to any  conditions
          specified  in such  Opinion  of  Counsel,  will  constitute  valid and
          legally binding obligations of the Company,  enforceable in accordance
          with their terms,  subject to applicable  bankruptcy,  insolvency  and
          similar laws affecting  creditors' rights generally and subject, as to
          enforceability, to general principles of equity (regardless of whether
          enforcement is sought in a proceeding in equity or at law) and subject
          to other customary exceptions;

               (4) in the event that the forms or terms of such  Securities  and
          coupons  have  been  established  in  a  supplemental  indenture,  the
          execution  and delivery of such  supplemental  indenture has been duly
          authorized  by all  necessary  corporate  action of the Company,  such
          supplemental  indenture  has been duly  executed and  delivered by the
          Company and, assuming due authorization, execution and delivery by the
          Trustee,  is a valid and binding  obligation  enforceable  against the
          Company  in   accordance   with  its  terms,   subject  to  applicable
          bankruptcy,  insolvency and similar laws affecting  creditors'  rights
          generally and subject, as to enforceability,  to general principles of
          equity (regardless of whether enforcement is sought in a proceeding in
          equity or at law) and subject to other customary exceptions; and


<PAGE>


(5)     the amount of Securities  Outstanding of such series,  together with the
        amount of such Securities,  does not exceed any limit  established under
        the terms of this  Indenture on the amount of  Securities of such series
        that may be authenticated and delivered;

PROVIDED,  HOWEVER,  that,  with respect to Securities of a series  subject to a
Periodic  Offering,  the Trustee  shall be entitled to receive  such  Opinion of
Counsel  only  once at or  prior  to the  time of the  first  authentication  of
Securities of such series and that the Opinion of Counsel above may state:

               (x) that the forms of such Securities have been, and the terms of
          such  Securities  (when  established  by or in  accordance  with  such
          procedures as may be specified  from time to time in a Company  Order,
          all as contemplated by and in accordance with a Board Resolution or an
          Officer's  Certificate  pursuant  to Section  3.1, as the case may be)
          will have been,  established in conformity with the provisions of this
          Indenture; and

               (y) that such  Securities,  together  with the  coupons,  if any,
          appertaining thereto, when (1) executed by the Company, (2) completed,
          authenticated  and  delivered by the Trustee in  accordance  with this
          Indenture,  and (3) issued by the Company in the manner and subject to
          any conditions  specified in such Opinion of Counsel,  will constitute
          valid and legally binding  obligations of the Company,  enforceable in
          accordance  with  their  terms,  subject  to  applicable   bankruptcy,
          insolvency and similar laws affecting  creditors' rights generally and
          subject,  as  to  enforceability,  to  general  principles  of  equity
          (regardless of whether enforcement is sought in a proceeding in equity
          or at law) and subject to other customary exceptions.

          With respect to Securities of a series subject to a Periodic Offering,
the Trustee may conclusively rely, as to the authorization by the Company of any
of such  Securities,  the form and terms  thereof  and the  legality,  validity,
binding effect and enforceability thereof, upon the Opinion of Counsel and other
documents  delivered  pursuant  to  Sections  2.1 and 3.1 and this  Section,  as
applicable, at or prior to the time of the first authentication of Securities of
such series  unless and until it has  received  written  notification  that such
opinion or other documents have been  superseded or revoked.  In connection with
the  authentication and delivery of Securities of a series subject to a Periodic
Offering,   the  Trustee   shall  be  entitled  to  assume  that  the  Company's
instructions  to  authenticate  and deliver such  Securities  do not violate any
rules,  regulations or orders of any  governmental  agency or commission  having
jurisdiction over the Company.

          If the  form  or  terms  of  the  Securities  of a  series  have  been
established by or pursuant to one or more Officer's Certificates as permitted by
Sections  2.1  and  3.1,  the  Trustee  shall  have  the  right  to  decline  to
authenticate  such Securities if the issue of such  Securities  pursuant to this
Indenture will adversely  affect the Trustee's own rights,  duties or immunities
under this Indenture or otherwise in a manner which is not reasonably acceptable
to the Trustee.  Notwithstanding  the generality of the  foregoing,  the Trustee
will  not be  required  to  authenticate  Securities  denominated  in a  Foreign


<PAGE>


Currency if the Trustee  reasonably  believes that it would be unable to perform
its duties with respect to such Securities.

           Notwithstanding  the  provisions  of  Section  3.1  and  of  the  two
preceding  paragraphs,  if all of the  Securities  of any  series  are not to be
issued  at one  time,  it  shall  not be  necessary  to  deliver  the  Officer's
Certificate  otherwise  required pursuant to Section 3.1 at or prior to the time
of the  authentication  of each  Security  of  such  series  if  such  Officer's
Certificate  is  delivered  at or  prior  to the  authentication  upon  original
issuance of the first Security of such series to be issued.

           If the  Company  shall  establish  pursuant  to Section  3.1 that the
Securities of a series are to be issued in whole or in part in global form, then
the Company shall execute and the Trustee shall, in accordance with this Section
and the Company Order with respect to such series,  authenticate and deliver one
or more  Securities  in  global  form  that (i)  shall  represent  and  shall be
denominated  in an  amount  equal  to  the  aggregate  principal  amount  of the
Outstanding  Securities  of such series to be  represented  by such  Security or
Securities in global form, (ii) shall be registered,  if a Registered  Security,
in the name of the  Depositary for such Security or Securities in global form or
the nominee of such  Depositary  and (iii) shall be  delivered by the Trustee to
such Depositary or pursuant to such Depositary's instruction.

           Each Depositary  designated  pursuant to Section 3.1 for a Registered
Security in global form must, at the time of designation  and at all times while
it serves as Depositary,  be a clearing agency  registered  under the Securities
Exchange Act of 1934 and any other applicable statute or regulation. The Trustee
shall have no  responsibility  to determine if the  Depositary is so registered.
Each  Depositary  shall enter into an agreement  with the Trustee  governing the
respective  duties and rights of such  Depositary and the Trustee with regard to
Securities issued in global form.

           Each   Registered   Security   shall  be   dated   the  date  of  its
authentication and each Bearer Security (including a Bearer Security represented
by a  temporary  global  Security)  shall be dated as of the date  specified  as
contemplated by Section 3.1.

           No Security or coupon  appertaining  thereto shall be entitled to any
benefits  under this  Indenture or be valid or obligatory  for any purpose until
such Security is  authenticated by the manual signature of one of the authorized
signatories of the Trustee or an  Authenticating  Agent. Such signature upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly  authenticated  and delivered under this Indenture and is entitled
to the  benefits of this  Indenture.  Except as permitted by Section 3.6 or 3.7,
the Trustee shall not  authenticate  and deliver any Bearer  Security unless all
appurtenant coupons for interest then matured have been detached and cancelled.

           Notwithstanding  the  foregoing,  if any  Security  shall  have  been
authenticated and delivered  hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for  cancellation  as
provided in Section 3.9 together with a written statement (which need not comply
with Section 1.2 and need not be accompanied  by an Opinion of Counsel)  stating
that such  Security  has never  been  issued  and sold by the  Company,  for all
purposes of this  Indenture  such  Security  shall be deemed  never to have been
authenticated and delivered  hereunder and shall not be entitled to the benefits
of this Indenture.



<PAGE>


          Section  3.4.  TEMPORARY   SECURITIES.   Pending  the  preparation  of
definitive  Securities of any series,  the Company may execute and, upon Company
Order, the Trustee shall  authenticate and deliver temporary  Securities of such
series which are printed, lithographed,  typewritten,  mimeographed or otherwise
produced, in any authorized  denomination,  substantially of the tenor and form,
with or without coupons, of the definitive  Securities in lieu of which they are
issued and with such appropriate insertions, omissions,  substitutions and other
variations  as  the  officers  executing  such  Securities  may  determine,   as
conclusively  evidenced by their  execution of such  Securities and coupons,  if
any. In the case of Securities of any series,  such temporary  Securities may be
in a global form.

          Except in the case of temporary  Securities  in global  form,  each of
which shall be exchanged in accordance with the provisions thereof, if temporary
Securities  of  any  series  are  issued,  the  Company  will  cause  definitive
Securities  of such  series to be prepared  without  unreasonable  delay.  After
preparation of such definitive  Securities,  the temporary  Securities  shall be
exchangeable for such definitive  Securities of like tenor upon surrender of the
temporary  Securities  of such  series at the  office  or agency of the  Company
maintained  pursuant  to  Section  9.2 in a Place of  Payment  for such  series,
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary  Securities  of  any  series  (accompanied  by any  unmatured  coupons
appertaining   thereto),  the  Company  shall  execute  and  the  Trustee  shall
authenticate  and  deliver  in  exchange  therefor  a like  principal  amount of
definitive Securities of the same series of authorized denominations and of like
tenor; PROVIDED,  HOWEVER, that no definitive Bearer Security shall be delivered
in exchange for a temporary Registered Security;  and PROVIDED,  FURTHER that no
definitive Bearer Security shall be delivered in exchange for a temporary Bearer
Security  unless the Trustee  shall have  received  from the person  entitled to
receive the definitive  Bearer Security a certificate  substantially in the form
approved in the Board Resolution or Officer's  Certificate  relating thereto and
such deliver shall occur only outside the United States. 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 except as
otherwise specified as contemplated by Section 3.1.

          Section 3.5. REGISTRATION,  REGISTRATION OF TRANSFER AND EXCHANGE. (a)
The Company shall cause to be kept at the Corporate  Trust Office of the Trustee
or in any office or agency to be maintained  by the Company in  accordance  with
Section 9.2 in a Place of Payment a register (the "Register") in which,  subject
to such  reasonable  regulations as it may prescribe,  the Company shall provide
for the registration of Registered  Securities and the registration of transfers
of  Registered  Securities.  The Register  shall be in written form or any other
form capable of being converted into written form within a reasonable  time. The
Trustee  is  hereby  appointed   "Registrar"  for  the  purpose  of  registering
Registered Securities and transfers of Registered Securities as herein provided.

          Upon surrender for registration of transfer of any Registered Security
of any series at the office or agency  maintained  pursuant  to Section 9.2 in a


<PAGE>


Place of Payment for that series,  the Company  shall  execute,  and the Trustee
shall  authenticate  and deliver,  in the name of the  designated  transferee or
transferees,  one or more new Registered  Securities of the same series,  of any
authorized  denominations,  of a like aggregate  principal  amount and tenor and
with like terms and conditions.

           Bearer  Securities  or any  coupons  appertaining  thereto  shall  be
transferable by delivery.

           At the  option of the  Holder,  Registered  Securities  of any series
(except a  Registered  Security  in  global  form)  may be  exchanged  for other
Registered Securities of the same series, of any authorized denominations and of
a like aggregate  principal  amount  containing  identical terms and provisions,
upon  surrender of the  Registered  Securities to be exchanged at such office or
agency.  Whenever any Registered Securities are so surrendered for exchange, the
Company shall  execute,  and the Trustee  shall  authenticate  and deliver,  the
Registered  Securities  which the Holder  making the  exchange  is  entitled  to
receive.  Unless  otherwise  specified as  contemplated  by Section 3.1,  Bearer
Securities may not be issued in exchange for Registered Securities.

          (b) Unless otherwise  specified as contemplated by Section 3.1, to the
extent  permitted by law, at the option of the Holder,  Bearer  Securities  of a
series may be exchanged for  Registered  Securities  (if the  Securities of such
series  are  issuable  in  registered  form) or  Bearer  Securities  (if  Bearer
Securities  of such series are issuable in more than one  denomination  and such
changes are  permitted  by such series) of the same  series,  of any  authorized
denominations and of like tenor and aggregate  principal amount,  upon surrender
of the Bearer Securities to be exchanged at any such office or agency,  with all
unmatured  coupons and all matured coupons in default thereto  appertaining.  If
the Holder of a Bearer  Security is unable to produce any such unmatured  coupon
or coupons  or  matured  coupon or coupons  in  default,  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 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 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 9.2,
interest  represented  by coupons  shall be payable only upon  presentation  and
surrender  of those  coupons at an office or agency  located  outside the United
States. Notwithstanding the foregoing, in case any Bearer Security of any series
is  surrendered  at any such  office  or  agency in  exchange  for a  Registered
Security of the same series 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, will
not be payable on such Interest  Payment Date or proposed  date for payment,  as


<PAGE>


the case may be, in respect of the  Registered  Security  issued in exchange for
such Bearer  Security,  but will be payable  only to the Holder of such  coupon,
when due in accordance with the provisions of this Indenture.  The Company shall
execute, and the Trustee shall authenticate and deliver, the Registered Security
or Securities which the Holder making the exchange is entitled to receive.

           Notwithstanding the foregoing,  the exchange of Bearer Securities for
Registered  Securities will be subject to the provisions of United States income
tax laws and regulations  applicable to Securities in effect at the time of such
exchange.

          (c) Except as otherwise specified pursuant to Section 3.1, in no event
may Registered Securities,  including Registered Securities received in exchange
for Bearer Securities, be exchanged for Bearer Securities.

          (d) If the Company  shall  establish  pursuant to Section 3.1 that the
Registered  Securities  of a series  are to be issued in whole or in part in the
form of one or more  Securities  in global form,  then the Company shall execute
and the Trustee shall, in accordance with Section 3.3 and the Company Order with
respect to such  series,  authenticate  and  deliver one or more  Securities  in
global form in temporary or definitive  form that (i) shall  represent and shall
be  denominated  in an amount  equal to the  aggregate  principal  amount of the
Outstanding  Securities  of  such  series  to be  represented  by  one  or  more
Securities  in  global  form,  (ii)  shall  be  registered  in the  name  of the
Depositary for such Security or Securities in global form or the nominee of such
Depositary, and (iii) shall bear a legend substantially to the following effect:
"This Security may not be  transferred  except as a whole by the Depositary to a
nominee of the Depositary or by a nominee of the Depositary to the Depositary or
another  nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary, unless and until
this  Security is exchanged  in whole or in part for  Securities  in  definitive
form."

           Notwithstanding  any other  provision  (other than the provisions set
forth in the seventh and eighth  paragraphs  of this  Section) of this  Section,
unless  and  until  it is  exchanged  in  whole  or in part  for  Securities  in
certificated  form, a Security in global form  representing  all or a portion of
the  Securities  of a series  may not be  transferred  except  as a whole by the
Depositary  for such series to a nominee of such  Depositary  or by a nominee of
such  Depositary to such  Depositary or another nominee of such Depositary or by
such Depositary or any such nominee to a successor Depositary for such series or
a nominee of such successor Depositary.

           If at any time the Depositary for the Securities of a series notifies
the Company  that it is unwilling  or unable to continue as  Depositary  for the
Securities of such series or if at any time the Depositary for the Securities of
such series shall no longer be eligible  under  Section  3.3, the Company  shall
appoint a successor Depositary with respect to the Securities of such series. If
a successor Depositary for the Securities of such series is not appointed by the
Company within 90 days after the issuer receives such notice or becomes aware of
such  ineligibility,  the  Company's  election  pursuant to Section 3.1 shall no
longer be  effective  with  respect  to the  Securities  of such  series and the
Company shall execute, and the Trustee,  upon receipt of a Company Order for the



<PAGE>

authentication  and delivery of  certificated  Securities of such series of like
tenor, shall authenticate and deliver Securities of such series of like tenor in
certificated  form, in authorized  denominations  and in an aggregate  principal
amount  equal to the  principal  amount of the  Security or  Securities  of such
series of like tenor in global form in exchange for such  Security or Securities
in global form.

           The Company  may at any time in its sole  discretion  determine  that
Securities of a series issued in global form shall no longer be  represented  by
such a Security or Securities  in global form. In such event,  the Company shall
execute, and the Trustee, upon receipt of a Company Order for the authentication
and  delivery of  certificated  Securities  of such series of like tenor,  shall
authenticate   and  deliver,   Securities  of  such  series  of  like  tenor  in
certificated  form, in authorized  denominations  and in an aggregate  principal
amount  equal to the  principal  amount of the  Security or  Securities  of such
series of like tenor in global form in exchange for such  Security or Securities
in global form.

           If specified by the Company pursuant to Section 3.1 with respect to a
series of Securities, the Depositary for such series may surrender a Security in
global form of such series in  exchange  in whole or in part for  Securities  of
such series in certificated  form on such terms as are acceptable to the Company
and such Depositary. Thereupon, the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge:

               (i)  to  each  person   specified   by  such   Depositary  a  new
          certificated  Security or Securities of the same series of like tenor,
          of  any  authorized  denomination  as  requested  by  such  Person  in
          aggregate  principal amount equal to and in exchange for such Person's
          beneficial interest in the Security in global form; and

               (ii) to such  Depositary  a new  Security  in global form of like
          tenor in a denomination  equal to the difference,  if any, between the
          principal  amount of the  surrendered  Security in global form and the
          aggregate  principal  amount of certificated  Securities  delivered to
          Holders thereof.

           Upon the  exchange  of a Security in global  form for  Securities  in
certificated  form,  such  Security  in global  form shall be  cancelled  by the
Trustee.  Unless expressly provided with respect to the Securities of any series
that such  Security  may be  exchanged  for  Bearer  Securities,  Securities  in
certificated  form issued in exchange for a Security in global form  pursuant to
this  Section  shall  be  registered  in  such  names  and  in  such  authorized
denominations  as the Depositary  for such Security in global form,  pursuant to
instructions  from its  direct or  indirect  participants  or  otherwise,  shall
instruct the Trustee.  The Trustee shall deliver such  Securities to the Persons
in whose names such Securities are so registered.

           Whenever any Securities  are  surrendered  for exchange,  the Company
shall execute,  and the Trustee shall  authenticate and deliver,  the Securities
which the Holder making the exchange is entitled to receive.


<PAGE>



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

           Every Registered  Security  presented or surrendered for registration
of transfer or for exchange shall (if so required by the Company,  the Registrar
or the Trustee) be duly endorsed,  or be accompanied by a written  instrument of
transfer in form  satisfactory  to those of the Company,  the  Registrar and the
Trustee  requiring  such written  instrument  of transfer  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
for any  exchange of  Securities,  but the Company may require  payment of a sum
sufficient to cover any tax or other governmental  charge that may be imposed in
connection with any  registration  of transfer or exchange of Securities,  other
than exchanges pursuant to Section 3.4 or 10.7 not involving any transfer.

           The Company shall not be required (i) to issue, register the transfer
of, or exchange any Securities of any  particular  series and tenor for a period
beginning at the opening of business 15 days before any selection for redemption
of  Securities  of such  series  and of like  tenor  and  ending at the close of
business on the earliest  date on which the  relevant  notice of  redemption  is
deemed to have been given to all Holders of Securities of like tenor and of such
series  to be  redeemed;  (ii) to  register  the  transfer  of or  exchange  any
Registered Security so selected for redemption,  in whole or in part, except the
unredeemed  portion of any Security being redeemed in part; or (iii) to exchange
any Bearer  Security  so  selected  for  redemption,  except  that such a Bearer
Security  may be  exchanged  for a  Registered  Security of that series and like
tenor;   PROVIDED  that  such  Registered   Security  shall  be   simultaneously
surrendered for redemption.

          Section  3.6.  REPLACEMENT  SECURITIES.  If a mutilated  Security or a
Security  with a  mutilated  coupon  appertaining  to it is  surrendered  to the
Trustee,  together  with, in proper cases,  such security or indemnity as may be
required  by the  Company  or the  Trustee  to save each of them  harmless,  the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a replacement  Registered Security, if such surrendered Bearer Security
was a  Registered  Security,  or a  replacement  Bearer  Security  with  coupons
corresponding to the coupons appertaining to the surrendered  Security,  if such
surrendered Security was a Bearer Security, of the same series, principal amount
and Stated  Maturity,  containing  identical  terms and provisions and bearing a
number not contemporaneously Outstanding if the Trustee's requirements are met.

          If  there  shall be  delivered  to the  Company  and the  Trustee  (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
or Security with a destroyed,  lost or stolen 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 the Trustee shall authenticate and deliver in lieu
of any such  destroyed,  lost or stolen Security or in exchange for the Security
to which a destroyed,  lost or stolen coupon  appertains  (with all  appurtenant
coupons not destroyed,  lost or stolen),  a replacement  Registered  Security if
such Holder's claim appertains to a Registered Security, or a replacement Bearer
Security  with  coupons   corresponding  to  the  coupons  appertaining  to  the


<PAGE>


destroyed,  lost or stolen Bearer  Security or the Bearer Security to which such
lost,  destroyed or stolen coupon appertains,  if such Holder's claim appertains
to a Bearer Security, of the same series,  principal amount and Stated Maturity,
containing   identical   terms  and   provisions   and   bearing  a  number  not
contemporaneously Outstanding, if the Trustee's requirements are met.

           In case any such  mutilated,  destroyed,  lost or stolen  Security or
coupon  has  become or is about to become due and  payable,  the  Company in its
discretion may,  instead of issuing a new Security or coupon,  pay such Security
or coupon;  PROVIDED,  HOWEVER,  that payment of principal of and any premium or
interest on Bearer  Securities  shall,  except as otherwise  provided in Section
9.2, be payable only at an office or agency  located  outside the United  States
and, unless otherwise  specified as contemplated by Section 3.1, any interest on
Bearer  Securities shall be payable only upon  presentation and surrender of the
coupons appertaining thereto.

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

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

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

          Section  3.7.  PAYMENT OF INTEREST;  INTEREST  RIGHTS  PRESERVED.  (a)
Unless otherwise provided as contemplated by Section 3.1,  interest,  if any, on
any  Registered  Security  which  is  payable,  and is  punctually  paid or duly
provided for, on any Interest  Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor  Securities) is registered at the
close of business on the Regular  Record Date for such interest at the office or
agency maintained for such purpose pursuant to Section 9.2;  PROVIDED,  HOWEVER,
that,  at the  option of the  Company,  interest  on any  series  of  Registered
Securities  that bear interest may be paid (i) by check mailed to the address of
the Person  entitled  thereto as it shall  appear on the  Register of Holders of
Securities  of such series or (ii) to the extent  specified as  contemplated  by
Section 3.1, by wire transfer to an account  maintained  by the Person  entitled
thereto as specified in the Register of Holders of Securities of such series.



<PAGE>


           Unless  otherwise  provided  as  contemplated  by  Section  3.1,  (i)
interest,  if any, on Bearer Securities shall be paid only against  presentation
and  surrender of the coupons for such  interest  installments  as are evidenced
thereby as they  mature and (ii)  original  issue  discount,  if any,  on Bearer
Securities  shall  be paid  only  against  presentation  and  surrender  of such
Securities;  in either case at the office of a Paying Agent located  outside the
United States, unless the Company shall have otherwise instructed the Trustee in
writing provided that any such instruction for payment in the United States does
not  cause  any  Bearer  Security  to  be  treated  as a  "registration-required
obligation" under the United States law and regulations.  The interest,  if any,
on any  temporary  Bearer  Security  shall be  paid,  as to any  installment  of
interest  evidenced by a coupon attached  thereto,  only upon  presentation  and
surrender of such coupon and, as to other  installments  of interest,  only upon
presentation  of such  Security  for  notation  thereon  of the  payment of such
interest.  If at the time a payment of principal  of or  interest,  if any, on a
Bearer  Security or coupon  shall  become due, the payment of the full amount so
payable at the office or offices  of all the Paying  Agents  outside  the United
States is illegal or effectively precluded because of the imposition of exchange
controls or other similar restrictions on the payment of such amount in Dollars,
then the Company  may  instruct  the  Trustee to make such  payments at a Paying
Agent located in the United States,  provided that provision for such payment in
the  United  States  would not cause  such  Bearer  Security  to be treated as a
"registration-required obligation" under the United States law and regulations.

          (b) Unless  otherwise  provided as  contemplated  by Section  3.1, any
interest on any Registered  Security of any series which is payable,  but is not
punctually  paid or duly  provided  for, on any  interest  payment  date (herein
called  "Defaulted  Interest") shall forthwith cease to be payable to the Holder
on the relevant  Regular  Record Date by virtue of having been such Holder,  and
such Defaulted Interest may be paid by the Company at its election in each case,
as provided in clause (1) or (2) below:

               (1) The  Company  may  elect  to make  payment  of any  Defaulted
          Interest to the Persons in whose names the  Registered  Securities  of
          such  series  (or  their   respective   Predecessor   Securities)  are
          registered  at the close of business on a Special  Record Date for the
          payment  of such  Defaulted  Interest,  which  shall  be  fixed in the
          following  manner.  The Company shall notify the Trustee in writing of
          the amount of Defaulted  Interest proposed to be paid on each Security
          of such series and the date of the proposed  payment,  and at the same
          time the  Company  shall  deposit  with the Trustee an amount of money
          equal to the aggregate  amount  proposed to be paid in respect of such
          Defaulted  Interest  or shall make  arrangements  satisfactory  to the
          Trustee for such deposit  prior to the date of the  proposed  payment,
          such money when  deposited  to be held in trust for the benefit of the
          Persons  entitled  to  such  Defaulted  Interest  in this  clause  (1)
          provided.  Thereupon the Trustee  shall fix a Special  Record Date for
          the payment of such Defaulted Interest which shall be not more than 15
          days and not  less  than 10 days  prior  to the  date of the  proposed
          payment  and not less than 10 days after the receipt by the Trustee of
          the notice of the proposed payment.  The Trustee shall promptly notify
          the  Company in writing 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


<PAGE>


          therefor to be mailed,  first-class postage prepaid, to each Holder of
          Registered  Securities  of such series at his address as it appears in
          the Register, not less than 10 days prior to such Special Record Date.
          Notice of the  proposed  payment of such  Defaulted  Interest  and the
          Special  Record Date therefor  having been so mailed,  such  Defaulted
          Interest shall be paid to the Persons in whose names the Securities of
          such  series  (or  their   respective   Predecessor   Securities)  are
          registered  at the close of business on such  Special  Record Date and
          shall be no longer payable pursuant to the following clause (2).

               (2) The Company may make payment of any Defaulted Interest to the
          Persons in whose names the  Registered  Securities  of such series (or
          their respective  Predecessor  Securities) are registered at the close
          of  business  on a  specified  date in any  other  lawful  manner  not
          inconsistent with the requirements of any securities exchange on which
          such Securities may be listed, and upon such notice as may be required
          by such exchange, if, after notice given by the Company to the Trustee
          of the proposed  payment  pursuant to this clause (2),  such manner of
          payment shall be deemed practicable by the Trustee.

          (c) Subject to the  foregoing  provisions  of this Section and Section
3.5, 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.

          (d) Any Defaulted  Interest payable in respect of Bearer Securities of
any series shall be payable  pursuant to such  procedures as may be satisfactory
to the  Trustee in such  manner  that  there is no  discrimination  between  the
Holders of Registered  Securities (if any) and Bearer Securities of such series,
and notice of the payment date  therefor  shall be given by the Trustee,  in the
name and at the expense of the  Company,  in the manner  provided in Section 1.6
not  more  than 25 days  and not  less  than 20 days  prior  to the  date of the
proposed payment.

          Section 3.8.  PERSONS DEEMED  OWNERS.  Prior to and at the time of due
presentment  of any  Registered  Security  for  registration  of  transfer,  the
Company,  the  Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Registered Security is registered as the owner of such
Registered  Security  for the  purpose of  receiving  payment of  principal  of,
premium,  if any,  and  (subject to Section  3.7)  interest  on such  Registered
Security and for all other purposes  whatsoever,  whether or not such Registered
Security be overdue,  and neither the Company,  the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary.

          The  Company,  the Trustee and any agent of the Company or the Trustee
may treat the bearer of any Bearer  Security and the bearer of any coupon as the
absolute  owner of such Bearer  Security or coupon for the purpose of  receiving
payment  thereof or on account  thereof and for all other  purposes  whatsoever,
whether or not such  Bearer  Security  or coupon be  overdue,  and  neither  the
Company,  the  Trustee  nor any agent of the  Company  or the  Trustee  shall be
affected by notice to the contrary. All payments made to any Holder, or upon his
order, shall be valid, and, to the extent of the sum or sums paid,  effectual to


<PAGE>

satisfy and discharge  the  liability  for moneys  payable upon such Security or
coupon.

           None  of the  Company,  the  Trustee  or any  Agent  shall  have  any
responsibility  or  liability  for any  aspect  of the  records  relating  to or
payments  made on account of  beneficial  ownership  interests  of a Security in
global form, or for  maintaining,  supervising or reviewing any records relating
to such beneficial  ownership  interests.  Notwithstanding  the foregoing,  with
respect to any Security in global form, nothing herein shall prevent the Company
or the Trustee,  or any agent of the Company or the Trustee,  from giving effect
to any written  certification,  proxy or other  authorization  furnished  by any
Depositary  (or its  nominee),  as a Holder,  with  respect to such  Security in
global  form or impair,  as between  such  Depositary  and Owners of  beneficial
interests in such Security in global form, the operation of customary  practices
governing  the  exercise of the rights of such  Depositary  (or its  nominee) as
Holder of such Security in global form.

           The Company  shall have the right to require a Holder,  in connection
with the payment of the principal of, premium, if any, and interest,  if any, on
any Security,  to certify  information to the Company or, in the absence of such
certification,  the Company will be entitled to rely on any legal presumption to
enable the Company to determine its duties and liabilities, if any, to deduct or
withhold taxes, assessments or governmental charges for such payment.

          Section 3.9. CANCELLATION.  The Company at any time may deliver to the
Trustee for cancellation any Securities or coupons previously  authenticated and
delivered   hereunder  which  the  Company  may  have  acquired  in  any  manner
whatsoever,  and may deliver to the Trustee (or to any other Person for delivery
to  the  Trustee)  for  cancellation   any  Securities  or  coupons   previously
authenticated  hereunder which the Company has not issued, and all Securities or
coupons so delivered shall be promptly  cancelled by the Trustee.  The Registrar
and any Paying  Agent shall  forward to the Trustee any  Securities  and coupons
surrendered  to them for  replacement,  for  registration  of  transfer,  or for
exchange or payment.  The Trustee  shall cancel all  Registered  Securities  and
matured coupons  surrendered for replacement,  for registration of transfer,  or
for exchange,  payment,  redemption or cancellation and may dispose of cancelled
Securities  and coupons and issue a certificate  of  destruction to the Company.
All Bearer  Securities and unmatured  coupons so delivered  shall be held by the
Trustee and, upon  instruction by the Company Order,  shall be cancelled or held
for reissuance.  Bearer Securities and unmatured coupons held for reissuance may
be reissued  only in exchange  for Bearer  Securities  of the same series and of
like Stated Maturity and with like terms and conditions  pursuant to Section 3.5
or in replacement of mutilated,  lost stolen or destroyed  Bearer  Securities of
the same series and of like Stated  Maturity and with like terms and  conditions
or the  related  coupons  pursuant to Section  3.6.  All Bearer  Securities  and
unmatured  coupons held by the Trustee  pending such  cancellation or reissuance
shall be  deemed to be  delivered  for  cancellation  for all  purposes  of this
Indenture  and the  Securities.  The  Company  may not issue new  Securities  to
replace   Securities   that  it  has  paid  or  delivered  to  the  Trustee  for
cancellation,  except as expressly  permitted by the terms of Securities for any
particular series or as permitted  pursuant to the terms of this Indenture.  All
cancelled  Securities  and coupons held by the Trustee shall be delivered to the
Company upon Company  Request.  The  acquisition of any Securities or coupons by
the  Company  shall  not  operate  as  a  redemption  or   satisfaction  of  the


<PAGE>


indebtedness represented thereby unless and until such Securities or coupons are
surrendered  to the Trustee for  cancellation.  Definitive  Securities in global
form shall not be destroyed until exchanged in full for definitive Securities in
certificated form or until payment thereon is made in full.

          Section 3.10.  COMPUTATION OF INTEREST.  Except as otherwise specified
as  contemplated  by Section  3.1,  (i)  interest  on any  Securities  that bear
interest  at a fixed rate shall be  computed  on the basis of a 360-day  year of
twelve 30-day months and (ii) interest on any Securities that bear interest at a
variable  rate shall be computed on the basis of the actual number of days in an
interest period divided by 360.

          Section 3.11. CURRENCY AND MANNER OF PAYMENT IN RESPECT OF SECURITIES.

           (a)  Unless  otherwise  specified  with  respect  to  any  Securities
pursuant to Section 3.1, with respect to Registered Securities of any series not
permitting  the election  provided for in paragraph  (b) below or the Holders of
which have not made the election  provided for in paragraph (b) below,  and with
respect to Bearer Securities of any series,  except as provided in paragraph (d)
below,  payment of the principal of, premium,  if any, and interest,  if any, on
any Registered or Bearer Security of such series will be made in the currency or
currencies or currency unit or units in which such Registered Security or Bearer
Security,  as the case may be, is payable.  The  provisions of this Section 3.11
may be  modified  or  superseded  pursuant  to Section  3.1 with  respect to any
Securities. For all purposes of this Indenture, currency units shall include any
composite currency.

           (b) It may be  provided  pursuant  to Section  3.1,  with  respect to
Registered Securities of any series, that Holders shall have the option, subject
to paragraphs (d) and (e) below,  to receive  payments of principal of, premium,
if any,  or  interest,  if  any,  on such  Registered  Securities  in any of the
currencies  or  currency  units  which may be  designated  for such  election by
delivering to the Trustee (or the  applicable  Paying Agent) a written  election
with signature  guarantees and in the applicable  form  established  pursuant to
Section  3.1,  not  later  than  the  close of  business  on the  Election  Date
immediately  preceding  the  applicable  payment  date. If a Holder so elects to
receive such payments in any such currency or currency unit,  such election will
remain in effect for such Holder or any  transferee of such Holder until changed
by such  Holder or such  transferee  by written  notice to the  Trustee  (or any
applicable Paying Agent) for such series of Registered  Securities (but any such
change must be made not later than the close of business  on the  Election  Date
immediately  preceding  the next payment date to be effective for the payment to
be made on such  payment  date,  and no such change of election may be made with
respect to  payments to be made on any  Registered  Security of such series with
respect to which an Event of Default has  occurred or with  respect to which the
Company has  deposited  funds  pursuant to Article 4 or with  respect to which a
notice of  redemption  has been  given by the  Company).  Any Holder of any such
Registered  Security  who  shall not have  delivered  any such  election  to the
Trustee (or any applicable Paying Agent) not later than the close of business on
the  applicable  Election  Date will be paid the  amount  due on the  applicable
payment  date in the relevant  currency or currency  unit as provided in Section
3.11(a).  The Trustee (or the applicable Paying Agent) shall notify the Exchange
Rate  Agent as soon as  practicable  after the  Election  Date of the  aggregate
principal  amount of  Registered  Securities  for which  Holders  have made such
written decision.



<PAGE>

           (c) If the  election  referred  to in  paragraph  (b)  above has been
provided for with respect to any Registered  Securities of a series  pursuant to
Section  3.1,  then,  unless  otherwise  specified  pursuant to Section 3.1 with
respect to any such  Registered  Securities,  not later than the fourth Business
Day  after  the  Election  Date  for  each  payment  date  for  such  Registered
Securities,  the  Exchange  Rate Agent  shall  deliver to the  Company a written
notice  specifying,  in the currency or  currencies or currency unit or units in
which Registered Securities of such series are payable, the respective aggregate
amounts  of  principal  of,  premium,  if any,  and  interest,  if any,  on such
Registered  Securities  to be paid on such  payment  date,  and  specifying  the
amounts in such  currency or  currencies or currency unit or units so payable in
respect of such  Registered  Securities  as to which the  Holders of  Registered
Securities  denominated  in any currency or currencies or currency unit or units
shall have elected to be paid in another  currency or currency  unit as provided
in paragraph (b) above.  If the election  referred to in paragraph (b) above has
been provided for with respect to any Registered Securities of a series pursuant
to Section 3.1, and if at least one Holder has made such election,  then, unless
otherwise  specified  pursuant  to  Section  3.1,  on the  second  Business  Day
preceding  such  payment  date the Company  will  deliver to the Trustee (or the
applicable  Paying Agent) an Exchange Rate  Officer's  Certificate in respect of
the Dollar, Foreign Currency or Currencies,  ECU or other currency unit payments
to be made on such date. Unless otherwise specified pursuant to Section 3.1, the
Dollar,  Foreign  Currency  or  Currencies,  ECU or other  currency  unit amount
receivable by Holders of  Registered  Securities  who have elected  payment in a
currency or currency unit as provided in paragraph (b) above shall be determined
by the Company on the basis of the applicable  Market Exchange Rate in effect on
the second  Business  Day (the  "Valuation  Date")  immediately  preceding  each
payment date,  and such  determination  shall be conclusive  and binding for all
purposes, absent manifest error.

           (d) If a Conversion Event occurs with respect to a Foreign  Currency,
ECU or any other currency unit in which any of the Securities are denominated or
payable  otherwise  than  pursuant  to an  election  provided  for  pursuant  to
paragraph  (b)  above,  then,  with  respect  to each  date for the  payment  of
principal  of,  premium,  if  any,  and  interest,  if  any,  on the  applicable
Securities  denominated or payable in such Foreign  Currency,  ECU or such other
currency unit occurring after the last date on which such Foreign Currency,  ECU
or such other currency unit was used (the "Conversion  Date"),  the Dollar shall
be the  currency of payment for use on each such  payment date (but such Foreign
Currency,  ECU or such other  currency unit that was  previously the currency of
payment shall, at the Company's  election,  resume being the currency of payment
on the first such  payment  date  preceded by 15 Business  Days during which the
circumstances  which gave rise to the Dollar  becoming  such  currency no longer
prevail).  Unless otherwise specified pursuant to Section 3.1, the Dollar amount
to be paid by the Company to the Trustee or any  applicable  Paying Agent and by
the Trustee or any  applicable  Paying  Agent to the Holders of such  Securities
with respect to such payment date shall be determined,  in the case of a Foreign
Currency  other than a currency  unit, on the basis of the Dollar  Equivalent of
the Foreign  Currency or, in the case of a Foreign  Currency  that is a currency
unit, on the basis of the Dollar  Equivalent of the Currency  Unit, in each case


<PAGE>


as determined by the Exchange Rate Agent in the manner provided in paragraph (f)
or (g) below.

           (e) Unless otherwise specified pursuant to Section 3.1, if the Holder
of a Registered Security denominated in any currency or currency unit shall have
elected to be paid in another  currency or currency unit or in other  currencies
are provided in  paragraph  (b) above,  and (i) a  Conversion  Event occurs with
respect to any such elected currency or currency unit, such Holder shall receive
payment in the currency or currency  unit in which  payment would have been made
in the  absence of such  election  and (ii) if a  Conversion  Event  occurs with
respect to the currency or currency  unit in which  payment would have been made
in the absence of such election, such Holder shall receive payment in Dollars as
provided in paragraph (d) of this Section 3.11 (but, subject to any contravening
valid election  pursuant to paragraph (b) above, the elected payment currency or
currency unit, in the case of the  circumstances  described in clause (i) above,
or the payment currency or currency unit in the absence of such election, in the
case  of the  circumstances  described  in  clause  (ii)  above,  shall,  at the
Company's  election,  resume being the currency or currency unit of payment with
respect to Holders  who have so  elected,  but only with  respect to payments on
payment dates preceded by 15 Business Days during which the circumstances  which
gave rise to such currency or currency  unit,  in the case of the  circumstances
described in clause (i) above, or the Dollar,  in the case of the  circumstances
described  in clause (ii) above,  becoming  the  currency or currency  unit,  as
applicable, of payment, no longer prevail).

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

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

          (h) For purposes of this Section 3.11 the  following  terms shall have
the following meanings:

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

           "Election Date" shall mean the Regular Date for the applicable series
of  Registered  Securities  as  specified  pursuant  to Section 3.1 by which the
written election referred to in Section 3.11(b) may be made.



<PAGE>


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

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

           In the  event  that  the  Company  determines  in good  faith  that a
Conversion  Event has occurred with respect to a Foreign  Currency,  the Company
will  promptly  give written  notice  thereof to the Trustee (or any  applicable
Paying  Agent) and to the  Exchange  Rate Agent (and the Trustee (or such Paying
Agent) will promptly  thereafter  give notice in the manner  provided in Section
1.6 to the affected  Holders)  specifying the Conversion  Date. In the event the
Company so determines  that a Conversion  Event has occurred with respect to ECU
or any other currency unit in which  Securities are denominated or payable,  the
Company  will  promptly  give  written  notice  thereof to the  Trustee  (or any
applicable  Paying  Agent) and to the  Exchange  Rate Agent (and the Trustee (or
such Paying Agent) will promptly  thereafter  give notice in the manner provided
in Section 1.6 to the affected  Holders)  specifying the Conversion Date and the
Specified Amount of each Component Currency on the Conversion Date. In the event
the Company determines in good faith that any subsequent change in any Component
Currency as set forth in the definition of Specified  Amount above has occurred,
the Company will similarly give written notice to the Trustee (or any applicable
Paying Agent) and to the Exchange Rate Agent.



<PAGE>


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

          Section 3.12. APPOINTMENT AND RESIGNATION OF EXCHANGE RATE AGENT.

           (a) Unless  otherwise  specified  pursuant to Section  3.1, if and so
long as the  Securities  of any series  (i) are  denominated  in a  currency  or
currency  unit  other than  Dollars  or (ii) may be  payable  in a  currency  or
currency unit other than Dollars,  or so long as it is required  under any other
provision of this Indenture, then the Company will maintain with respect to each
such series of Securities,  or as so required,  at least on Exchange Rate Agent.
The Company will cause the  Exchange  Rate Agent to make the  necessary  foreign
exchange  determinations  at the time and in the manner  specified  pursuant  to
Section 3.11 for the purpose of determining the applicable rate of exchange and,
if applicable,  for the purpose of converting the issued  currency or currencies
or currency unit or units into the applicable  payment currency or currency unit
for the payment of principal, premium, if any, and interest, if any, pursuant to
Section 3.11.

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

           (c) If the  Exchange  Rate Agent shall  resign,  be removed or become
incapable of acting,  or if a vacancy  shall occur in the office of the Exchange
Rate Agency for any cause, with respect to the Securities of one or more series,
the Company shall promptly  appoint a successor  Exchange Rate Agent or Exchange
Rate Agents with  respect to the  Securities  of that or those  series (it being
understood  that any such  successor  Exchange Rate Agent may be appointed  with
respect to the Securities of one or more or all of such series and that,  unless
otherwise specified pursuant to Section 3.1, at any time there shall only be one
Exchange Rate Agent with respect to the Securities of any particular series that
are  originally  issued by the  Company on the same date and that are  initially
denominated  and/or  payable in the same currency or currencies or currency unit
or units).

           Section 3.13.  CUSIP  NUMBERS.  The Company in issuing the Securities
may use "CUSIP"  numbers  (if then  generally  in use),  and, if so, the Trustee
shall use "CUSIP"  numbers  (in  addition  to the other  identification  numbers
printed on the Securities) in notices of redemption as a convenience to Holders;
PROVIDED that any such notice may state that no representation is made as to the
correctness  of such numbers either as printed on the Securities or as contained
in any notice of a redemption  and that reliance may be placed only on the other


<PAGE>


identification numbers printed on the Securities,  and any such redemption shall
not be affected by any defect in or omission of such numbers.

          Section 3.14. JUDGMENTS. If for the purpose of obtaining a judgment in
any court with respect to any  obligation of the Company  hereunder or under any
Security,  it shall  become  necessary  to convert  into any other  currency any
amount  in the  currency  due  hereunder  or  under  such  Security,  then  such
conversion  shall be made at the Market  Exchange  Rate as in effect on the date
the Company shall make payment to any Person in  satisfaction  of such judgment.
If pursuant to any such judgment,  conversion shall be made on a date other than
the date  payment is made and there  shall  occur a change  between  such Market
Exchange Rate and the Market  Exchange Rate as in effect on the date of payment,
the Company agrees to pay such  additional  amounts (if any) as may be necessary
to ensure  that the amount  paid is equal to the  amount in such other  currency
which,  when  converted at the Market  Exchange Rate as in effect on the date of
payment  or  distribution,  is the  amount  then due  hereunder  or  under  such
Security.  Any amount due from the Company  under this Section 3.14 shall be due
as a separate  debt and is not to be  affected  by or merged  into any  judgment
being  obtained for any other sums due  hereunder or in respect of any Security.
In no event, however,  shall the Company be required to pay more in the currency
or currency  unit due  hereunder or under such  Security at the Market  Exchange
Rate as in effect when payment is made than the amount of currency  stated to be
due  hereunder  or  under  such  Security  so that in any  event  the  Company's
obligations  hereunder or under such Security will be effectively  maintained as
obligations in such currency,  and the Company shall be entitled to withhold (or
be  reimbursed  for,  as the  case may be) any  excess  of the  amount  actually
realized upon any such conversion over the amount due and payable on the date of
payment or distribution.


                                    ARTICLE 4

                     SATISFACTION, DISCHARGE AND DEFEASANCE

          Section 4.1. TERMINATION OF COMPANY'S OBLIGATIONS UNDER THE INDENTURE.
Except as otherwise  provided as  contemplated  by Section 3.1,  this  Indenture
shall  upon  Company  Request  cease to be of  further  effect  with  respect to
Securities of or within any series and any coupons  appertaining thereto (except
as to any  surviving  rights of  registration  of  transfer  or exchange of such
Securities and replacement of such Securities  which may have been lost,  stolen
or mutilated as herein expressly  provided for) and the Trustee,  at the expense
of the Company, shall execute proper instruments acknowledging  satisfaction and
discharge  of this  Indenture  with respect to such  Securities  and any coupons
appertaining thereto when

          (1) either

               (A) all such Securities  previously  authenticated  and delivered
          and all coupons  appertaining  thereto  (other  than (i) such  coupons
          appertaining  to  Bearer   Securities   surrendered  in  exchange  for
          Registered Securities, and maturing after such exchange,  surrender of
          which is not  required or has been waived as provided in Section  3.5,
          (ii) such  Securities and coupons which have been  destroyed,  lost or


<PAGE>


          stolen and which have been  replaced  or paid as  provided  in Section
          3.6, (iii) such coupons  appertaining to Bearer  Securities called for
          redemption and maturing after the relevant Redemption Date,  surrender
          of which has been  waived as  provided  in Section  10.6 and (iv) such
          Securities  and coupons 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  9.3) have been  delivered  to the  Trustee  for
          cancellation; or

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

                    (i) have become due and payable, or

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

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

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

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

          (3) the Company has delivered to the Trustee an Officer's  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.

Notwithstanding   the  satisfaction   and  discharge  of  this  Indenture,   the
obligations  of the  Company to the Trustee and any  predecessor  Trustee  under
Section 6.9, the  obligations of the Company to any  Authenticating  Agent under
Section 6.14 and, if money shall have been deposited  with the Trustee  pursuant
to subclause (B) of clause (1) of this Section,  the  obligations of the Trustee
under Section 4.2 and the last paragraph of Section 9.3 shall survive. If, after
the  deposit  referred  to in  Section  4.1 has been  made,  (x) the Holder of a
Security is entitled to, and does, elect pursuant to Section 3.11(b), to receive


<PAGE>


payment in a currency  other than that in which the deposit  pursuant to Section
4.1 was made,  or (y) if a Conversion  Event occurs with respect to the currency
in which the deposit  was made or elected to be received by the Holder  pursuant
to Section 3.11(b), then the indebtedness  represented by such Security shall be
fully  discharged  to the  extent  that the  deposit  made with  respect to such
Security shall be converted into the currency in which such payment is made.

          Section 4.2.  APPLICATION OF TRUST FUNDS. Subject to the provisions of
the last paragraph of Section 9.3, all money deposited with the Trustee pursuant
to Section 4.1 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, if any, and any interest for whose payment such money
has been  deposited  with or  received  by the  Trustee.  Such money need not be
segregated from other funds except to the extent required by law and except that
the Trustee shall  segregate  moneys,  funds and accounts held by the Trustee in
one  currency or currency  unit from any moneys,  funds or accounts  held in any
other currencies or currency units.

          Section 4.3. APPLICABILITY OF DEFEASANCE PROVISIONS; COMPANY OPTION TO
EFFECT DEFEASANCE OR COVENANT  DEFEASANCE.  If pursuant to Section 3.1 provision
is made for either or both of (i)  defeasance  of the  Securities of or within a
series under  Section 4.4 or (ii) covenant  defeasance  of the  Securities of or
within a series  under  Section  4.5,  then the  provisions  of such  Section or
Sections,  as the case may be,  together  with the  provisions  of Sections  4.6
through  4.9  inclusive,  with such  modifications  thereto as may be  specified
pursuant to Section 3.1 with respect to such Securities,  shall be applicable to
such Securities and any coupons appertaining thereto, and the Company may at its
option,   at  any  time,  with  respect  to  such  Securities  and  any  coupons
appertaining  thereto,  elect to have Section 4.4 (if applicable) or Section 4.5
(if  applicable)  be applied to such  Securities  and any  coupons  appertaining
thereto upon compliance with the conditions set forth below in this Article.

          Section 4.4. DEFEASANCE AND DISCHARGE.  Upon the Company's exercise of
the option  specified in Section 4.3  applicable to this Section with respect to
the  Securities of or within a series,  the Company shall be deemed to have been
discharged from its obligations  with respect to such Securities and any coupons
appertaining  thereto on the date the  conditions  set forth in Section  4.6 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 Securities and any coupons appertaining thereto
which shall  thereafter be deemed to be  "Outstanding"  only for the purposes of
Section 4.7 and the other Sections of this Indenture  referred to in clause (ii)
of this  Section,  and to have  satisfied all its other  obligations  under such
Securities and any coupons  appertaining  thereto and this Indenture  insofar as
such  Securities  and any coupons  appertaining  thereto are concerned  (and the
Trustee,  at the expense of the Company,  shall on Company Order execute  proper
instruments  acknowledging  the same),  except the following which shall survive
until otherwise terminated or discharged hereunder: (i) the rights of Holders of
such Securities and any coupons appertaining thereto to receive, solely from the
trust  funds  described  in  Section  4.6(a) and as more fully set forth in such
Section, payments in respect of the principal of, premium, if any, and interest,


<PAGE>


if any,  on such  Securities  or any  coupons  appertaining  thereto  when  such
payments are due; (ii) the Company's obligations with respect to such Securities
under  Sections 3.5, 3.6,  6.10,  9.2 and 9.3 and with respect to the payment of
additional amounts, if any, payable with respect to such Securities as specified
pursuant to Section 3.1(b)(16);  (iii) the rights,  powers,  trusts,  duties and
immunities  of the  Trustee  hereunder,  and (iv) this  Article  4.  Subject  to
compliance  with this  Article 4, the Company may exercise its option under this
Section  notwithstanding the prior exercise of its option under Section 4.5 with
respect to such  Securities and any coupons  appertaining  thereto.  Following a
defeasance,  payment of such  Securities  may not be  accelerated  because of an
Event of Default.

          Section 4.5. COVENANT  DEFEASANCE.  Upon the Company's exercise of the
option specified in Section 4.3,  applicable to this Section with respect to any
Securities  of or  within a  series,  the  Company  shall be  released  from its
obligations  under  Sections  7.1, 9.4 and 9.5,  and, if  specified  pursuant to
Section  3.1, its  obligations  under any other  covenant,  with respect to such
Securities  and any  coupons  appertaining  thereto  on and  after  the date the
conditions  set  forth in  Section  4.6 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 Sections 7.1, 9.4 and 9.5, or such other  covenant,
but shall continue to be deemed  "Outstanding" for all other purposes hereunder.
For this purpose,  such  covenant  defeasance  means that,  with respect to such
Securities and any coupons appertaining  thereto, the Company may omit to comply
with and shall have no  liability in respect of any term,  provision,  covenant,
condition or  limitation  set forth in any such Section or such other  covenant,
whether directly or indirectly,  by reason of any reference  elsewhere herein to
any such  Section or such other  covenant or by reason of any  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  5.1(3) or 5.1(6) or otherwise,  as the case may
be, but,  except as specified  above,  the remainder of this  Indenture and such
Securities and any coupons appertaining thereto shall be unaffected thereby.

          Section 4.6.  CONDITIONS  TO DEFEASANCE  OR COVENANT  DEFEASANCE.  The
following  shall be the  conditions to application of Section 4.4 or Section 4.5
to any Securities of or within a series and any coupons appertaining thereto:

          (a) The  Company  shall  have  deposited  or  caused  to be  deposited
irrevocably with the Trustee (or another trustee  satisfying the requirements of
Section  6.12 who shall  agree to comply  with,  and  shall be  entitled  to the
benefits of, the  provisions  of Section 4.3 through 4.9  inclusive and the last
paragraph  of Section  9.3  applicable  to the  Trustee,  for  purposes  of such
Sections also a "Trustee") as trust funds in trust for the purpose of making the
payments referred to in clauses (x) and (y) of this Section 4.6(a), specifically
pledged as security for, and dedicated  solely to, the benefit of the Holders of
such Securities and any coupons appertaining  thereto,  with instructions to the
Trustee as to the application thereof, (A) money in an amount (in such currency,
currencies  or currency unit or units in which such  Securities  and any coupons
appertaining  thereto  are then  specified  as payable at  Maturity),  or (B) if
Securities of such series are not subject to repayment at the option of Holders,
Government  Obligations  which  through the payment of principal and interest in


<PAGE>


respect thereof in accordance with their terms will provide,  not later than one
day before the due date of any payment  referred to in clause (x) or (y) of this
Section  4.6(a),  money in an amount or (C) a combination  thereof in an amount,
sufficient,  in the  opinion  of a  nationally  recognized  firm of  independent
certified  public  accountants  expressed  in a  written  certification  thereof
delivered to the Trustee,  to pay and  discharge,  and which shall be applied by
the Trustee to pay and  discharge,  (x) the principal of,  premium,  if any, and
interest, if any, on such Securities and any coupons appertaining thereto on the
Maturity of such  principal or  installment of principal or interest and (y) any
mandatory  sinking fund  payments  applicable  to such  Securities on the day on
which such  payments  are due and payable in  accordance  with the terms of this
Indenture and such Securities and any coupons appertaining thereto.  Before such
a deposit the Company may make arrangements  satisfactory to the Trustee for the
redemption of Securities at a future date or dates in accordance with Article 10
which shall be given effect in applying the foregoing.

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

          (c) No Default or Event under Section 5.1(4) or 5.1(5) with respect to
such Securities and any coupons  appertaining thereto shall have occurred and be
continuing  during the period  commencing on the date of such deposit and ending
on the 91st day after such date (it being  understood  that this condition shall
not be deemed satisfied until the expiration of such period).

          (d) In the case of an election  under  Section 4.4, the Company  shall
have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel
stating that (i) the Company has received  from, or there has been published by,
the Internal  Revenue  Service a ruling,  or (ii) since the date of execution of
this  Indenture,  there has been a change in the  applicable  Federal income tax
law, in either case to the effect that,  and based  thereon  such opinion  shall
confirm  that,  the  Holders of such  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 and in the same  manner and at the same times,  as would have been
the case if such deposit, defeasance and discharge had not occurred.

          (e) In the case of an election  under  Section 4.5, the Company  shall
have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel
to the effect that the Holders of such  Securities and any coupons  appertaining
thereto will not recognize income,  gain or loss for Federal income tax purposes
as a result of such covenant  defeasance  and will be subject to Federal  income
tax on the same amounts,  in the same manner and at the same times as would have
been the case if such covenant defeasance had not occurred.

          (f) The  Company  shall have  delivered  to the  Trustee an  Officer's
Certificate  and an  Opinion  of  Counsel,  each  stating  that  all  conditions


<PAGE>


precedent to the defeasance  under Section 4.4 or the covenant  defeasance under
Section 4.5 (as the case may be) have been complied with.

          (g) Such  defeasance or covenant shall be effected in compliance  with
any  additional or substitute  terms,  conditions  or  limitations  which may be
imposed on the Company in connection therewith as contemplated by Section 3.1.

          Section 4.7. DEPOSITED MONEY AND GOVERNMENT  OBLIGATIONS TO BE HELD IN
TRUST. Subject to the provisions of the last paragraph of Section 9.3, all money
and Government  Obligations  (or other  property as may be provided  pursuant to
Section 3.1, including the proceeds thereof) deposited with the Trustee pursuant
to  Section  4.6 in  respect of any  Securities  of any  series and any  coupons
appertaining  thereto  shall be held in trust and  applied  by the  Trustee,  in
accordance with the provisions of such  Securities and any coupons  appertaining
thereto  and this  Indenture,  to the  payment,  either  directly or through any
Paying  Agent  (including  the  Company  acting as its own Paying  Agent) as the
Trustee  may  determine,  to the  Holders  of such  Securities  and any  coupons
appertaining  thereto  of all sums due and to become  due  thereon in respect of
principal,  premium,  if any,  and  interest,  if any.  Such  money  need not be
segregated from other funds except to the extent required by law and except that
the Trustee shall  segregate  moneys,  funds and accounts held by the Trustee in
one  currency or currency  unit from any moneys,  funds or accounts  held in any
other currencies or currency units.

          The Company shall pay and  indemnify the Trustee  against any tax, fee
or other  charge  imposed on or  assessed  against  the  Government  Obligations
deposited  pursuant to Section 4.6 or the  principal  and  interest  received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of such Securities.

          Unless  otherwise  specified with respect to any Security  pursuant to
Section 3.1, if,  after a deposit  referred to in Section  4.6(a) has been made,
(i) the Holder of a  Security  in  respect  of which  such  deposit  was made is
entitled to, and does,  elect  pursuant to Section  3.11(b) or the terms of such
Security to receive  payment in a currency  or currency  unit other than that in
which the deposit  pursuant  to Section  4.6(a) has been made in respect of such
Security,  or (ii) a Conversion  Event occurs as contemplated in Section 3.11(d)
or 3.11(e)  or by the terms of any  Security  in  respect  of which the  deposit
pursuant to Section 4.6(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,
premium, if any, and interest,  if any, on such Security as the same becomes due
out of the proceeds  yielded by converting (from time to time specified below in
the case of any such election) the amount or other property deposited in respect
of such  Security  into the  currency  or currency  unit in which such  Security
becomes  payable as a result of such election or  Conversion  Event based on the
applicable  Market Exchange Rate for such currency or currency unit in effect on
the  second  Business  Day  prior to each  payment  date or,  in the case of the
occurrence and  continuance of a Conversion  Event with respect to such currency
or currency unit, based on the applicable Market Exchange Rate for such currency
or currency unit which is in effect at the time of the Conversion Event.



<PAGE>


          Section 4.8.  TRANSFERS AND  DISTRIBUTION AT COMPANY  REQUEST.  To the
extent  permitted  by the  Financial  Accounting  Standards  Board  Statement of
Financial  Accounting  Standards  No.  76,  as  amended  or  interpreted  by the
Financial Accounting Standards Board from time to time, or any successor thereto
("Standard No. 76"), or to the extent  permitted by the Commission,  the Trustee
shall, from time to time, take one or more of the following actions as specified
in a Company Request.

          (a)  Retransfer,  assign and  deliver to the  Company  any  securities
deposited with the Trustee pursuant to Section 4.6(a), provided that the Company
shall, in substitution therefor, simultaneously transfer, assign, and deliver to
the Trustee other  Government  Obligations  appropriate to satisfy the Company's
obligations in respect of the relevant Securities; and

          (b) The  Trustee  (and any Paying  Agent)  shall  promptly  pay to the
Company,  upon Company  Request,  any excess money or securities held by them at
any time, including,  without limitation,  any assets deposited with the Trustee
pursuant to Section 4.6(a) exceeding those necessary for the purposes of Section
4.6(a).

The Trustee shall not take the actions  described in subsections  (a) and (b) of
this Section 4.8 unless it shall have first received a written report of Ernst &
Young L.L.P., or another  nationally  recognized  independent  public accounting
firm (i) expressing their opinion that the  contemplated  action is permitted by
Standard  No.  76  or  the  Commission,   for  transactions   accounted  for  as
extinguishment  of debt under the  circumstances  described in paragraph  3.c of
Standard No. 76 or any  successor  provision  and (ii)  verifying  the accuracy,
after  giving  effect  to such  action or  actions,  of the  computations  which
demonstrate  that  the  amounts   remaining  to  be  earned  on  the  Government
Obligations  deposited  with the  Trustee  pursuant  to Section  4.6(a)  will be
sufficient for purposes of Section 4.6(a).

          Section  4.9.  REINSTATEMENT.  If the  Trustee or the Paying  Agent is
unable to apply any money in accordance  with Section 4.7 by reason of any order
or judgment of any court or  governmental  authority  enjoining,  restraining or
otherwise  prohibiting such  application,  then the Company's  obligations under
this Indenture and the Securities of the series with respect to which such money
was deposited  shall be revived and reinstated as though no deposit had occurred
pursuant  to this  Article 4 until such time as the  Trustee or Paying  Agent is
permitted to apply all such money in  accordance  with  Section  4.7;  PROVIDED,
however,  that if the Company makes any payment of principal of (or premium,  if
any, on) or interest on any Securities of any series following the reinstatement
of the Company's  obligations,  the Company shall be subrogated to the rights of
the Holders of such  Securities  to receive  such payment from the money held by
the Trustee or the Paying Agent with respect to such Securities.


<PAGE>

                                    ARTICLE 5

                              DEFAULTS AND REMEDIES

          Section  5.1.  EVENTS OF DEFAULT.  An "Event of  Default"  occurs with
respect to the  Securities of any series if  (regardless  of the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

               (1) the  Company  defaults  in the  payment  of  interest  on any
          Security  of that  series or any  coupon  appertaining  thereto or any
          additional  amount payable with respect to any Security of that series
          as specified  pursuant to Section 3.1(b)(16) when the same becomes due
          and payable and such default continues for a period of 30 days;

               (2) the Company  defaults in the payment of the  principal  of or
          any premium on any  Security of that series when the same  becomes due
          and payable at its Maturity or on redemption  or otherwise,  or in the
          payment of a mandatory  sinking  fund  payment  when and as due by the
          terms of the Securities of that series;

               (3) the Company defaults in the performance of, or breaches,  any
          covenant or warranty of the Company in this  Indenture with respect to
          any  Security  of that  series  (other  than a covenant  or warranty a
          default in whose  performance  or whose  breach is  elsewhere  in this
          Section specifically dealt with), and such default or breach continues
          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  aggregate  principal
          amount of the Outstanding  Securities of that series, a written notice
          specifying  such default or breach and requiring it to be remedied and
          stating that such notice is a "Notice of Default" hereunder;

               (4)  the  Company  pursuant  to or  within  the  meaning  of  any
          Bankruptcy  Law (A)  commences a voluntary  case,  (B) consents to the
          entry of an order for relief  against it in an  involuntary  case, (C)
          consents  to  the  appointment  of a  Custodian  of it or  for  all or
          substantially all of its property,  or (D) makes a general  assignment
          for the benefit of its creditors;

               (5) a court of competent  jurisdiction  enters an order or decree
          under any Bankruptcy Law that (A) is for relief against the Company in
          any  involuntary  case, (B) appoints a Custodian of the Company or for
          all  or  substantially  all  of  its  property,   or  (C)  orders  the
          liquidation  of the Company and the order or decree  remains  unstayed
          and in effect for 90 days; or


<PAGE>

               (6) any  other  Event of  Default  provided  as  contemplated  by
          Section 3.1 with respect to Securities of that series.

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

          Section 5.2.  ACCELERATION;  RESCISSION AND ANNULMENT.  If an Event of
Default with  respect to the  Securities  of any series at the time  Outstanding
occurs  and is  continuing,  the  Trustee  or the  Holders  of at  least  25% in
aggregate principal amount of all of the Outstanding  Securities of that series,
by written notice to the Company (and, if given by the Holders, to the Trustee),
may declare the  principal  (or, if the  Securities  of that series are Original
Issue Discount Securities or Indexed  Securities,  such portion of the principal
amount as may be specified in the terms of that series) of all the Securities of
that series to be due and payable and upon any such  declaration  such principal
(or, in the case of Original  Issue Discount  Securities or Indexed  Securities,
such specified amount) shall be immediately due and payable.

           At any time after such a declaration of acceleration  with respect to
Securities  of any  series  has been made and  before a  judgment  or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in aggregate principal amount of the
Outstanding  Securities of that series, by written notice to the Company and the
Trustee,  may rescind and annul such  declaration  and its  consequences  if all
existing  Defaults  and Events of Default  with  respect to  Securities  of that
series, other than the non-payment of the principal of Securities of that series
which have  become due solely by such  declaration  of  acceleration,  have been
cured or waived as provided in Section 5.7. No such rescission  shall affect any
subsequent default or impair any right consequent thereon.

          Section 5.3.  COLLECTION OF INDEBTEDNESS  AND SUITS FOR ENFORCEMENT BY
TRUSTEE. The Company covenants
that if

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

               (2)  default  is  made in the  payment  of the  principal  of (or
          premium,  if any, on) any  Security at the  Maturity  thereof and such
          default continues for a period of 10 days, or

               (3) default is made in the making or  satisfaction of any sinking
          fund  payment  or  analogous  obligation  when  the same  becomes  due
          pursuant to the terms of the Securities of any series,

the Company will, upon demand of the Trustee,  pay to it, for the benefit of the
Holders of such  Securities  or coupons,  if any,  the whole amount then due and
payable on such Securities for principal, premium, if any, and interest, if any,
and, to the extent that payment of such interest  shall be legally  enforceable,
interest on any overdue principal, premium, if any, and on any overdue interest,


<PAGE>


at the rate or rates prescribed  therefor in such Securities or coupons, if any,
and, in addition  thereto,  such further  amount as shall be sufficient to cover
the costs and expenses of  collection,  including the  reasonable  compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

           If the Company fails to pay such amounts  forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial  proceeding  for the  collection  of the  sums so due and  unpaid,  may
prosecute such proceeding to judgment or final decree,  and may enforce the same
against the Company or any other obligor upon such  Securities  and coupons,  if
any,  and  collect  the moneys  adjudged  or decreed to be payable in the manner
provided by law out of the  property of the  Company or any other  obligor  upon
such Securities and coupons, if any, 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 by such appropriate  judicial  proceedings as the Trustee shall deem most
effectual  to protect  and  enforce any such  rights,  whether for the  specific
enforcement  of any  covenant or  agreement  in this  Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

          Section 5.4. TRUSTEE MAY FILE PROOFS OF CLAIM. In case of the pendency
of  any  receivership,   insolvency,  liquidation,  bankruptcy,  reorganization,
arrangement,  adjustment,  composition  or other  judicial  proceedings,  or any
voluntary  or  involuntary  case under the Federal  bankruptcy  laws,  as now or
hereafter  constituted,  relative to the Company or any other  obligor  upon the
Securities  and coupons,  if any, of a particular  series or the property of the
Company or of such other  obligor,  the  Trustee  (irrespective  of whether  the
principal of such Securities shall then be due and payable as therein  expressed
or by declaration of acceleration  or otherwise and  irrespective of whether the
Trustee  shall have made any demand on the  Company  for the  payment of overdue
principal or interest) shall be entitled and empowered,  by intervention in such
proceeding or otherwise,

               (i) to file and prove a claim for the whole  amount of  principal
          (or, if the  Securities  of such series are  Original  Issue  Discount
          Securities,  such  portion of the  principal  amount as may be due and
          payable  with  respect to such  series  pursuant to a  declaration  in
          accordance with Section 5.2) (and premium,  if any) and interest owing
          and unpaid in respect of the Securities and any coupons of such series
          and to file such other  papers or  documents  as may be  necessary  or
          advisable  in order to have the claims of the Trustee  (including  any
          claim for the reasonable  compensation,  expenses,  disbursements  and
          advances of the Trustee, its agents and counsel) and of the Holders of
          such Securities and any coupons  allowed in such judicial  proceeding,
          and

               (ii) to collect and receive any moneys or other property  payable
          or deliverable on any such claims and to distribute the same;

and any receiver,  assignee,  trustee, custodian,  liquidator,  sequestrator (or
other similar official) in any such proceeding is hereby authorized by each such


<PAGE>


Holder to make such  payments to the Trustee,  and in the event that the Trustee
shall consent to the making of such payments directly to such Holders, to pay to
the  Trustee  any  amount  due it for  the  reasonable  compensation,  expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.9.

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

          Section  5.5.  TRUSTEE  MAY  ENFORCE  CLAIMS  WITHOUT   POSSESSION  OF
SECURITIES.  All  rights  of action  and  claims  under  this  Indenture  or the
Securities may be prosecuted and enforced by the Trustee  without the possession
of any of the  Securities or the production  thereof in any proceeding  relating
thereto,  and any such proceeding  instituted by the Trustee shall be brought in
its own name,  as trustee of an express  trust,  and any  recovery  of  judgment
shall, after provision for the payment of the reasonable compensation, expenses,
disbursements  and advances of the Trustee,  its agents and counsel,  be for the
ratable  benefit of the Holders of the  Securities  or any coupons in respect of
which such judgment has been recovered.

          Section 5.6. DELAY OR OMISSION NOT WAIVER. No delay or omission by the
Trustee or any Holder of any Security to exercise  any right or remedy  accruing
upon any Event of Default  shall impair any such right or remedy or constitute a
waiver of or acquiescence  in any such Event of Default.  Every right and remedy
given  by this  Indenture  or by law to the  Trustee  or to the  Holders  may be
exercised  from time to time,  and as often as may be deemed  expedient,  by the
Trustee or by the Holders, as the case may be.

          Section 5.7.  WAIVER OF PAST DEFAULTS.  The Holders of not less than a
majority in aggregate  principal  amount of the  Outstanding  Securities  of any
series by  notice to the  Trustee  may  waive on  behalf of the  Holders  of all
Securities  of such series a past  Default or Event of Default  with  respect to
such series and its consequences except (i) a Default or Event of Default in the
payment of the  principal  of,  premium,  if any, or interest on any Security of
such series or any coupon appertaining  thereto or (ii) in respect of a covenant
or provision  hereof which pursuant to Section 8.2 cannot be amended or modified
without  the consent of the Holder of each  Outstanding  Security of such series
adversely 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  5.8.  CONTROL  BY  MAJORITY.  The  Holders of not less than a
majority in aggregate  principal  amount of the  Outstanding  Securities of each
series  affected  (with each such series voting as a class) 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 Securities of such series;  PROVIDED,  HOWEVER, that (i)
the Trustee may refuse to follow any direction  that  conflicts with law or this
Indenture,  (ii)  subject to Section  6.1,  the Trustee may refuse to follow any


<PAGE>


direction that is unduly  prejudicial to the rights of the Holders of Securities
of any such series not  consenting,  or that would in the good faith judgment of
the Trustee have a  substantial  likelihood of involving the Trustee in personal
liability  and (iii) the Trustee may take any other action  deemed proper by the
Trustee which is not inconsistent with such direction.

          Section 5.9. LIMITATION ON SUITS BY HOLDERS. No Holder of any Security
of any  series or any  related  coupons  shall have any right to  institute  any
proceeding,  judicial or otherwise,  with respect to this Indenture,  or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:

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

               (2) the Holders of at least 25% in aggregate  principal amount of
          the Outstanding  Securities of that series have made a 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  indemnity
          satisfactory  to the Trustee  against  any loss,  cost,  liability  or
          expense to be, or which may be,  incurred  by the  Trustee in pursuing
          the remedy;

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

               (5) during  such  60-day  period,  the  Holders of a majority  in
          aggregate  principal  amount  of the  Outstanding  Securities  of that
          series  have not given to the Trustee a  direction  inconsistent  with
          such written request.

           No one or more Holders shall have any right in any manner whatever by
virtue of, or by availing of, any provision of this Indenture to affect, disturb
or prejudice the rights of any other of such Holders, or to obtain or to seek to
obtain  priority or preference  over any other of such Holders or to enforce any
right under this  Indenture,  except in the manner  herein  provided and for the
equal  and  ratable  benefit  of all of such  Holders.  For the  protection  and
enforcement  of the  provisions  of this Section  5.9,  each and every Holder of
Securities or any coupons of any series and the Trustee for such series shall be
entitled to such relief as can be given at law or in equity.

          Section 5.10.  RIGHTS OF HOLDERS TO RECEIVE  PAYMENT.  Notwithstanding
any other provision of this Indenture,  but subject to Section 9.2, the right of
any Holder of a Security or coupon to receive  payment of principal of, premium,
if any, and, subject to Sections 3.5 and 3.7,  interest on such Security,  on or
after the  respective  due dates  expressed  in such  Security  (or,  in case of
redemption,  on the Redemption Dates) and the right of any Holder of a coupon to
receive  payment of  interest  due as provided in such  coupon,  or,  subject to
Section 5.9, to bring suit for the  enforcement  of any such payment on or after


<PAGE>


such respective dates,  shall not be impaired or affected without the consent of
such Holder.

          Section 5.11. APPLICATION OF MONEY COLLECTED.  If the Trustee collects
any money pursuant to this Article,  it shall pay out the money in the following
order,  at the  date  or  dates  fixed  by  the  Trustee  and,  in  case  of the
distribution  of such  money  on  account  of  principal,  premium,  if any,  or
interest,  upon  presentation of the Securities and the notation  thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

               FIRST: to the Trustee for amounts due under Section 6.9;

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

               THIRD: to the Person or Persons entitled thereto.

          Section 5.12.  RESTORATION  OF RIGHTS AND REMEDIES.  If the Trustee or
any Holder has  instituted  any  proceeding to enforce any right or remedy under
this Indenture and such  proceeding has been  discontinued  or abandoned for any
reason, or has been determined  adversely to the Trustee or to such Holder, then
and in every such case,  subject to any  determination in such  proceeding,  the
Company,   the  Trustee  and  the  Holders  shall  be  restored   severally  and
respectively to their former  positions  hereunder and thereafter all rights and
remedies  of the  Trustee  and the  Holders  shall  continue  as  though no such
proceeding had been instituted.

          Section  5.13.  RIGHTS AND  REMEDIES  CUMULATIVE.  Except as otherwise
provided with respect to the  replacement  or payment of  mutilated,  destroyed,
lost or stolen  Securities  in the last  paragraph  of Section  3.6, no right or
remedy  herein  conferred  upon or  reserved  to the  Trustee or the  Holders is
intended  to be  exclusive  of any other  right or remedy,  and every  right and
remedy shall,  to the extent  permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or  otherwise.  The  assertion or employment of any right or remedy
hereunder,  or  otherwise,   shall  not  prevent  the  concurrent  assertion  or
employment of any other appropriate right or remedy.

          Section 5.14.  UNDERTAKING  FOR COSTS. In any suit for the enforcement
of any right or remedy under this Indenture,  or in any suit against the Trustee
for any action taken,  suffered or omitted by it as Trustee, a court may require
any party  litigant in such suit to file an undertaking to pay the costs of such
suit, and may assess costs against any such party litigant, in the manner and to
the extent  provided in the Trust  Indenture  Act;  PROVIDED  that  neither this
Section nor the Trust  Indenture  Act shall be deemed to authorize  any court to
require such an undertaking or to make such an assessment in any suit instituted
by the Company.



<PAGE>


          Section 5.15.  WAIVER OF STAY OR EXTENSION LAWS. The Company covenants
(to the extent  that it may  lawfully do so) that it will not at any time insist
upon,  or  plead,  or in any  manner  whatsoever  claim or take the  benefit  or
advantage  of, any stay or extension  law wherever  enacted,  now or at any time
hereafter in force,  which may affect the covenants or the  performance  of this
Indenture;  and the Company  (to the extent  that it may  lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
will not hinder,  delay or impede the  execution of any power herein  granted to
the  Trustee,  but will suffer and permit the  execution  of every such power as
though no such law had been enacted.


                                    ARTICLE 6

                                   THE TRUSTEE

          Section  6.1.  CERTAIN  DUTIES  AND  RESPONSIBILITIES.  The duties and
responsibilities of the Trustee shall be as provided by the Trust Indenture Act.
Notwithstanding the foregoing,  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. Whether or not therein  expressly
so  provided,  every  provision  of this  Indenture  relating  to the conduct or
affecting  the  liability of or  affording  protection  to the Trustee  shall be
subject to the provisions of this Section.

          Section 6.2. RIGHTS OF TRUSTEE. Subject to the provisions of the Trust
Indenture Act:

          (a) 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 or other  paper or  document  believed  by it to be
     genuine  and to have  been  signed  or  presented  by the  proper  party or
     parties.

          (b) Any request or direction of the Company  mentioned herein shall be
     sufficiently  evidenced by a Company  Request or Company  Order (other than
     delivery of any Security,  together with any coupons appertaining  thereto,
     to the Trustee for  authentication  and  delivery  pursuant to Section 3.3,
     which  shall  be  sufficiently  evidenced  as  provided  therein),  and any
     resolution  of the Board of Directors  may be  sufficiently  evidenced by a
     Board Resolution.

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

          (d) The Trustee  may consult  with  counsel of its  selection  and the
     written  advice of such counsel or any Opinion of Counsel shall be full and


<PAGE>


complete  authorization and protection in respect of any action taken,  suffered
or omitted by it hereunder in good faith and in reliance thereon.

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

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

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

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

          Section  6.3.   TRUSTEE  MAY  HOLD   SECURITIES.   The  Trustee,   any
Authenticating  Agent, any Paying Agent, any Registrar or any other agent of the
Company,  in its  individual  or any other  capacity,  may  become  the owner or
pledgee of Securities and coupons and, subject to Sections 310(b) and 311 of the
Trust  Indenture  Act,  may  otherwise  deal with the  Company,  an Affiliate or
Subsidiary  with  the  same  rights  it  would  have  if it  were  not  Trustee,
Authenticating Agent, Paying Agent, Registrar or such other agent.

          Section  6.4.  MONEY HELD IN TRUST.  Money held by the  Trustee or any
Paying Agent in trust  hereunder need not be segregated  from other funds except
to the extent required by law. Neither the Trustee nor any Paying Agent shall be
under any liability for interest on any money received by it hereunder except as
otherwise set forth in this Indenture or as otherwise agreed with the Company.

          Section 6.5. TRUSTEE'S  DISCLAIMER.  The recitals contained herein and
in the Securities, except the Trustee's certificate of authentication,  shall be
taken  as the  statements  of the  Company,  and  neither  the  Trustee  nor the
Authenticating  Agent assumes any responsibility for their correctness.  Neither
the Trustee nor the  Authenticating  Agent  makes any  representation  as to the
validity  or adequacy  of this  Indenture,  the  Securities  or any coupon.  The
Trustee shall not be accountable  for the Company's use of the proceeds from the
Securities or for monies paid over to the Company pursuant to the Indenture.


<PAGE>


          Section 6.6. NOTICE OF DEFAULTS. If a Default occurs and is continuing
with respect to the  Securities of any series and if it is known to the Trustee,
the Trustee shall, within 90 days after it occurs,  transmit,  in the manner and
to the extent  provided in Section 313(c) of the Trust  Indenture Act, notice of
all uncured  Defaults  known to it;  PROVIDED,  HOWEVER,  that, in the case of a
Default in payment on the Securities of any series, the Trustee may withhold the
notice if and so long as the board of directors,  the  executive  committee or a
committee of its Responsible  Officers in good faith determines that withholding
such notice is in the  interests  of the Holders of  Securities  of such series;
PROVIDED  FURTHER  that,  in the case of any Default or breach of the  character
specified in Section  5.1(3) with respect to the  Securities and coupons of such
series,  no such  notice to Holders  shall be given until at least 60 days after
the occurrence thereof.

          Section 6.7.  REPORTS BY TRUSTEE TO HOLDERS.  (a) Within 60 days after
each May 15 of each  year  commencing  with the  first  May 15 after  the  first
issuance of Securities pursuant to this Indenture, the Trustee shall transmit by
mail to all Holders of  Securities  as  provided in Section  313(c) of the Trust
Indenture  Act a brief  report  dated as of such May 15 if  required  by Section
313(a) of the Trust  Indenture  Act.  The Trustee also shall comply with Section
313(b) and (d) of the Trust Indenture Act and shall transmit to the Holders,  in
the  manner  and to the  extent  provided  in said  Section  313(c) of the Trust
Indenture  Act, such other reports,  if any, as may be required  pursuant to the
Trust Indenture Act.

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

          Section 6.8.  SECURITYHOLDER  LISTS.  The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and  addresses  of Holders of  Securities  of each  series.  If the
Trustee  is not  the  Registrar,  the  Company  shall  furnish  to  the  Trustee
semiannually on or before the last day of June and December in each year, and at
such other times as the Trustee may request in writing, a list, in such form and
as of such  date as the  Trustee  may  reasonably  require,  containing  all the
information in the possession of the Registrar, the Company or any of its Paying
Agents  other  than the  Trustee  as to the names and  addresses  of  Holders of
Securities  of each such series.  If there are Bearer  Securities  of any series
Outstanding,  even if the Trustee is the Registrar, the Company shall furnish to
the Trustee such a list containing such  information  with respect to Holders of
such Bearer Securities only.

          Section 6.9. COMPENSATION AND INDEMNITY.

          (a) The  Company  shall  pay to the  Trustee  from  time to time  such
compensation  as shall be agreed  between  the  Company  and the Trustee for all
services rendered by the Trustee hereunder. The Trustee's compensation shall not
be limited by any law on  compensation  of a trustee  of an express  trust.  The
Company  shall  reimburse  the  Trustee  upon  its  request  for all  reasonable
out-of-pocket  expenses incurred by it in connection with the performance of its
duties under this  Indenture,  except any such expense as may be attributable to


<PAGE>


its  negligence  or bad  faith.  Such  expenses  shall  include  the  reasonable
compensation and expenses of the Trustee's agents and counsel.

          (b) The Company shall  indemnify the Trustee for, and hold it harmless
against, any loss, liability or expense incurred by it without negligence or bad
faith  on its part  arising  out of or in  connection  with  its  acceptance  or
administration  of the trust or trusts  hereunder.  The Trustee shall notify the
Company promptly of any claim for which it may seek indemnity. The Company shall
defend the claim and the Trustee shall cooperate in the defense. The Trustee may
have separate counsel and the Company shall pay the reasonable fees and expenses
of such counsel.  The Company need not pay for any  settlement  made without its
consent.

          (c) The Company need not  reimburse  any expense or indemnify  against
any loss or liability incurred by the Trustee through negligence or bad faith.

          (d) To secure the payment  obligations of the Company pursuant to this
Section,  the Trustee shall have a lien prior to the Securities of any series on
all money or property  held or  collected  by the  Trustee,  except that held in
trust to pay  principal,  premium,  if any, and interest,  if any, on particular
Securities.

          (e) When the Trustee incurs expenses or renders services in connection
with an Event of Default  specified  in Section  5.1(4) or Section  5.1(5),  the
expenses  (including the reasonable charges and expenses of its counsel) and the
compensation   for  the  services  are  intended  to   constitute   expenses  of
administration  under any applicable Federal or state bankruptcy,  insolvency or
other similar law.

          (f) The  provisions of this Section shall survive the  termination  of
this Indenture.

          Section 6.10. REPLACEMENT OF TRUSTEE.

          (a) The resignation or removal of the Trustee and the appointment of a
successor  Trustee  shall become  effective  only upon the  successor  Trustee's
acceptance of appointment as provided in Section 6.11

          (b) The Trustee may resign at any time with respect to the  Securities
of any series by giving written notice thereof to the Company. If the instrument
of  acceptance  by a successor  Trustee  required by Section 6.11 shall not have
been  delivered to the Trustee within 30 days after the giving of such notice of
resignation,   the  resigning  Trustee  may  petition  any  court  of  competent
jurisdiction  for the  appointment  of a successor  Trustee  with respect to the
Securities of such series.

          (c) The Holders of a majority  in  aggregate  principal  amount of the
Outstanding Securities of any series may remove the Trustee with respect to that
series by so  notifying  the Trustee and the Company and may appoint a successor
Trustee for such series with the Company's consent.


<PAGE>


          (d) If at any time:

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

               (2) the Trustee shall cease to be eligible  under Section  310(a)
          of the Trust  Indenture  Act and shall  fail to resign  after  written
          request therefor by the Company or by any Holder of a Security who has
          been a bona fide Holder of a Security for at least six months; or

               (3) the  Trustee  becomes  incapable  of  acting,  is  adjudged a
          bankrupt or an insolvent or a receiver or public  officer takes charge
          of the  Trustee  or  its  property  or  affairs  for  the  purpose  of
          rehabilitation, conservation or liquidation,

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

          (e) If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee  for any reason,  with  respect to  Securities  of one or more
series,  the Company shall promptly appoint a successor  Trustee 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  6.11.  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
6.11, 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 such  Securities and accepted
appointment  in the manner  required by Section 6.11,  the resigning or retiring
Trustee,  or any  Holder who has been a bona fide  Holder of a Security  of such
series  for at least  six  months  may,  on  behalf of  himself  and all  others
similarly  situated,  petition  any  court  of  competent  jurisdiction  for the
appointment  of a  successor  Trustee  with  respect to the  Securities  of such
series.

          Section 6.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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


<PAGE>


its charges,  execute and deliver an instrument  transferring  to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly
assign,  transfer and deliver to such  successor  Trustee all property and money
held by such retiring Trustee hereunder.

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

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

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

     (e) The Company shall give notice of each  resignation  and each removal of
the Trustee with respect to the Securities of any series and each appointment of
a successor  Trustee with respect to the  Securities of any series in the manner


<PAGE>


provided for notices to the Holders of  Securities  in Section 1.6.  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 6.12. ELIGIBILITY;  DISQUALIFICATION. There shall at all times
be a Trustee  hereunder  which shall be eligible to act as Trustee under Section
310(a)(1)  of the Trust  Indenture  Act and shall  have a combined  capital  and
surplus of at least  $50,000,000  (or having a combined  capital  and surplus in
excess of $5,000,000 and the  obligations of which,  whether now in existence or
hereafter incurred,  are fully and  unconditionally  guaranteed by a corporation
organized and doing business  under the laws of the United States,  any State or
Territory  thereof or of the District of Columbia and having a combined  capital
and  surplus  of at  least  $50,000,000).  If the  Trustee  or such  corporation
publishes  reports  of  condition  at  least  annually,  pursuant  to law or the
requirements of Federal, State,  Territorial or District of Columbia supervising
or  examining  authority,  then for the purposes of this  Section,  the combined
capital and surplus of such the Trustee or corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so  published.  If at any  time  the  Trustee  shall  cease  to be  eligible  in
accordance with the provisions of this Section,  it shall resign  immediately in
the manner and with the effect  hereinafter  specified in this  Article.  If the
Trustee has or shall acquire any conflicting  interest within the meaning of the
Trust  Indenture  Act, the Trustee  shall  comply with the  relevant  provisions
thereof.

          Section  6.13.  MERGER,  CONVERSION,  CONSOLIDATION  OR  SUCCESSION TO
BUSINESS.  Any corporation  into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion  or  consolidation  to which  the  Trustee  shall be a party,  or any
corporation  succeeding to all or substantially all the corporate trust business
of the Trustee,  shall be the successor of the Trustee hereunder,  provided such
corporation  shall be  otherwise  qualified  and  eligible  under this  Article,
without the  execution  or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not  delivered,  by the Trustee  then in office,  any  successor  by merger,
conversion  or  consolidation  to such  authenticating  Trustee  may adopt  such
authentication  and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

          Section 6.14.  APPOINTMENT OF  AUTHENTICATING  AGENT.  The Trustee may
appoint an Authenticating  Agent or Agents with respect to one or more series of
Securities  which  shall  be  authorized  to act on  behalf  of the  Trustee  to
authenticate  Securities of such series issued upon  original  issue,  exchange,
registration  of transfer  or partial  redemption  thereof,  and  Securities  so
authenticated  shall be entitled to the benefits of this  Indenture and shall be
valid  and  obligatory  for all  purposes  as if  authenticated  by the  Trustee
hereunder.  Any such appointment  shall be evidenced by an instrument in writing
signed by a Responsible Officer of the Trustee, a copy of which instrument shall
be  promptly  furnished  to the  Company.  Wherever  reference  is  made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's  certificate  of  authentication,  such  reference  shall be deemed to
include   authentication   and   delivery   on  behalf  of  the  Trustee  by  an
Authenticating  Agent and a certificate of authentication  executed on behalf of
the  Trustee by an  Authenticating  Agent.  Each  Authenticating  Agent shall be
acceptable to the Company and,  except as may otherwise be provided  pursuant to


<PAGE>


Section  3.1,  shall  at all  times be a bank or trust  company  or  corporation
organized and doing  business and in good standing  under the laws of the United
States of America or of any State or the District of Columbia,  authorized under
such laws to act as Authenticating Agent. If such Authenticating Agent publishes
reports of condition at least annually,  pursuant to law or the  requirements of
such supervising or examining authority,  then for the purposes of this Section,
the combined capital and surplus of such Authenticating Agent shall be deemed to
be its  combined  capital and surplus as set forth in its most recent  report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section,  such Authenticating
Agent shall resign  immediately  in the manner and with the effect  specified in
this Section.

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

          An  Authenticating  Agent for any series of Securities may at any time
resign by giving  written  notice of  resignation to the Trustee for such series
and to the  Company.  The Trustee for any series of  Securities  may at any time
terminate  the agency of an  Authenticating  Agent by giving  written  notice of
termination to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination,  or in case at any time such
Authenticating  Agent  shall  cease  to  be  eligible  in  accordance  with  the
provisions of this Section,  the Trustee for such series may appoint a successor
Authenticating  Agent  which shall be  acceptable  to the Company and shall give
notice of such  appointment  to all  Holders of  Securities  of the series  with
respect to which such  Authenticating  Agent upon  acceptance of its appointment
hereunder  shall  become  vested with all the  rights,  powers and duties of its
predecessor   hereunder,   with  like  effect  as  if  originally  named  as  an
Authenticating  Agent  herein.  No  successor   Authenticating  Agent  shall  be
appointed unless eligible under the provisions of this Section.

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

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


<PAGE>


          This  is  one  of  the   Securities  of  a  series  issued  under  the
within-mentioned Indenture.

Dated:
                                          [_____________________________]
                                                     as Trustee


                                           By__________________________________
                                                as Authenticating Agent


                                           By__________________________________
                                                Authorized Signatory


Sections 6.2, 6.3, 6.5 and 6.9 shall be applicable to any Authenticating Agent.

          Section 6.15. TRUSTEE'S APPLICATION FOR INSTRUCTIONS FROM THE COMPANY.
Any application by the Trustee for written instructions from the Company may, at
the option of the Trustee,  set forth in writing any action proposed to be taken
or omitted by the  Trustee  under this  Indenture  and the date on and/or  after
which  such  action  shall be taken or such  omission  shall be  effective.  The
Trustee shall not be liable for any action taken by, or omission of, the Trustee
in accordance with a proposal  included in such application on or after the date
specified  in such  application  (which  date  shall  not be less  than  fifteen
Business Days after the date any officer of the Company  actually  receives such
application,  unless any such  officer  shall have  consented  in writing to any
earlier date) unless prior to taking any such action (or the  effective  date in
the case of an omission),  the Trustee shall have received written  instructions
in response to such application specifying the action to be taken or omitted.

          Section 6.16.  PREFERENTIAL  COLLECTION OF CLAIMS AGAINST COMPANY.  If
and when the Trustee  shall be or become a creditor of the Company (or any other
obligor  upon the  Securities  or the  coupons,  if any),  the Trustee  shall be
subject to the provisions of the Trust Indenture Act regarding the collection of
claims against the Company (or any such other obligor).


                                    ARTICLE 7

                  CONSOLIDATION, MERGER OR SALE BY THE COMPANY

          Section  7.1.  CONSOLIDATION,  MERGER OR SALE OF ASSETS BY THE COMPANY
PERMITTED.  The  Company  may  merge  or  consolidate  with  or into  any  other
corporation  or sell,  convey,  transfer,  lease or otherwise  dispose of all or
substantially all of its assets to any Person, if (i)(A) in the case of a merger
or consolidation, the Company is the surviving corporation or (B) in the case of


<PAGE>


a merger or consolidation where the Company is not the surviving corporation and
in the case of any such sale,  conveyance or other  disposition,  the resulting,
successor or acquiring Person is a corporation  organized and existing under the
laws of the  United  States,  any State or the  District  of  Columbia  and such
corporation  expressly assumes by supplemental  indenture all the obligations of
the Company under the Securities and any coupons  appertaining thereto and under
this Indenture,  (ii)  immediately  thereafter,  giving effect to such merger or
consolidation,  or such sale, conveyance,  transfer,  lease or other disposition
(including, without limitation, any indebtedness directly or indirectly incurred
or  anticipated  to be  incurred  in  connection  with  or in  respect  of  such
transactions),  no  Default  or Event of  Default  shall  have  occurred  and be
continuing  and (iii) the Company  has  delivered  to the  Trustee an  Officer's
Certificate  and an  Opinion  of  Counsel  each  stating  that  such  merger  or
consolidation,  or such sale, conveyance,  transfer, lease or other disposition,
complies with this Article and that all  conditions  precedent  relating to such
transaction have been complied with as herein provided.

          Section 7.2.  SUCCESSOR  CORPORATION  SUBSTITUTED.  Upon any merger or
consolidation  of the Company  with or into any other  corporation  or any sale,
conveyance,  transfer, lease or other disposition of all or substantially all of
the assets of the Company to any other Person, the successor  corporation formed
by such consolidation or into which the Company is merged or the Person to which
such conveyance,  transfer or lease is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this Indenture
with the same effect as if such  successor  Person had been named as the Company
herein,  and thereafter,  except in the case of a lease to another  Person,  the
predecessor Person shall be relieved of all obligations and covenants under this
Indenture and the Securities.


                                    ARTICLE 8

                             SUPPLEMENTAL INDENTURES

          Section  8.1.  SUPPLEMENTAL  INDENTURES  WITHOUT  CONSENT OF  HOLDERS.
Without the consent of any Holders,  the  Company,  when  authorized  by a Board
Resolution,  and the Trustee,  at any time and from time to time, may enter into
one or more indentures  supplemental hereto, in form reasonably  satisfactory to
the Trustee, for any of the following purposes:

               (1) to evidence  the  succession  of another  corporation  to the
          Company and the  assumption by any such  successor of the covenants of
          the Company 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  (and if such covenants are
          to be for the benefit of less than all series of  Securities,  stating
          that such  covenants  are  expressly  being  included  solely  for the
          benefit of such  series)  or to  surrender  any right or power  herein
          conferred upon the Company; or

               (3) to add any  additional  Events of Default with respect to all
          or any series of Securities; or


<PAGE>


               (4) to add to or change any of the  provisions of this  Indenture
          to such extent as shall be  necessary  to  facilitate  the issuance of
          Bearer  Securities  (including,  without  limitation,  to provide that
          Bearer  Securities  may be  registrable  as to  principal  only) or to
          facilitate  the issuance of Securities  in global form,  PROVIDED that
          any such  action  shall not  adversely  affect  the  interests  of the
          Holders  of  Securities  of any series or any  related  coupons in any
          material respect; or

               (5) to add to, change or eliminate any of the  provisions of this
          Indenture,  PROVIDED  that any such  addition,  change or  elimination
          shall become  effective only when there is no Security  Outstanding of
          any  series  created  prior  to the  execution  of  such  supplemental
          indenture which is entitled to the benefit of such provision and as to
          which such supplemental indenture would apply; or

               (6) to secure the Securities; or

               (7) to establish the form or terms of Securities of any series as
          permitted by Sections 2.1 and 3.1; or

               (8) to evidence  and provide for the  acceptance  of  appointment
          hereunder by a successor Trustee with respect to the Securities of one
          or more series and to add to or change any of the  provisions  of this
          Indenture  as shall be  necessary  to provide  for or  facilitate  the
          administration  of the  trusts  hereunder  by more  than one  Trustee,
          pursuant to the requirements of Section 6.10; or

               (9)  if  allowed  without  penalty  under   applicable  laws  and
          regulations,  to permit payment in the United States (including any of
          the  states  and the  District  of  Columbia),  its  territories,  its
          possessions and other areas subject to its  jurisdiction of principal,
          premium, if any, or interest, if any, on Bearer Securities or coupons,
          if any; or

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

               (11) to supplement  any of the  provisions  of this  Indenture to
          such  extent  as  shall be  necessary  to  permit  or  facilitate  the
          defeasance  and  discharge  of any series of  Securities  pursuant  to
          Article 4, PROVIDED  that any such action shall not  adversely  affect
          the interests of the Holders of Securities of such series or any other
          series of Securities or any related coupons in any material respect.

          Section 8.2. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. With the
written  consent of the  Holders of not less than a  majority  of the  aggregate
principal amount of the Outstanding Securities of each series adversely affected
by such  supplemental  indenture,  the Company and the Trustee may enter into an
indenture  or  indentures  supplemental  hereto to add any  provisions  to or to
change or eliminate any provisions of this  Indenture or of any other  indenture


                                       1

<PAGE>


supplemental hereto or to modify the rights of the Holders of Securities of each
such series;  PROVIDED,  HOWEVER, that without the consent of the Holder of each
Outstanding Security affected thereby, an amendment under this Section may not:

               (1)  change  the  Stated  Maturity  of the  principal  of, or any
          installment  of principal of or interest on, any  Security,  or reduce
          the principal  amount  thereof or the rate of interest  thereon or any
          premium payable upon the redemption  thereof,  or reduce the amount of
          the principal of an Original Issue Discount Security that would be due
          and payable upon a declaration of acceleration of the Maturity thereof
          pursuant  to Section  5.2, or change the coin or currency in which any
          Securities  or any premium or interest  thereon is payable,  or impair
          the right to institute suit for the enforcement of any such payment on
          or after the Stated  Maturity  thereof (or, in the case of redemption,
          on or after the Redemption Date);

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

               (3) change any obligation of the Company to maintain an office or
          agency in the places and for the purposes specified in Section 9.2; or

               (4) make any change in Section 5.7 or this  Section 8.2 except to
          increase any percentage or to provide that certain other provisions of
          this Indenture cannot be modified or waived without the consent of the
          Holders of each Outstanding Security affected thereby.

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

           Upon the  request of the  Company,  accompanied  by a copy of a Board
Resolution  authorizing the execution of any such  supplemental  indenture,  and
upon the filing  with the  Trustee of  evidence of the consent of the Holders as
aforesaid,  the  Trustee  shall join with the Company in the  execution  of such
supplemental  indenture.  It is not  necessary  under this  Section  8.2 for the
Holders  to  consent  to  the  particular  form  of  any  proposed  supplemental
indenture, but it is sufficient if they consent to the substance thereof.

          Section 8.3.  COMPLIANCE WITH TRUST INDENTURE ACT. Every  supplemental
indenture  executed  pursuant to this Article shall comply with the requirements
of the Trust Indenture Act as then in effect.



<PAGE>


          Section 8.4. EXECUTION OF SUPPLEMENTAL  INDENTURES.  In executing,  or
accepting the additional trusts created by, any supplemental indenture permitted
by this  Article  or the  modification  thereby  of the  trusts  created by this
Indenture,  the  Trustee  shall  be  entitled  to  receive,  and  shall be fully
protected in relying upon,  an Opinion of Counsel  stating that the execution of
such  supplemental  indenture is authorized or permitted by this Indenture.  The
Trustee  may, but shall not be  obligated  to, enter into any such  supplemental
indenture  which affects the Trustee's  own rights,  duties or immunities  under
this Indenture or otherwise.

          Section 8.5. EFFECT OF SUPPLEMENTAL INDENTURES.  Upon the execution of
any supplemental  indenture under this Article, this Indenture shall be modified
in accordance  therewith,  and such supplemental  indenture shall form a part of
this Indenture for all purposes;  and every Holder of Securities  theretofore or
thereafter  authenticated and delivered hereunder and of any coupon appertaining
thereto shall be bound thereby.

          Section  8.6.  REFERENCE IN  SECURITIES  TO  SUPPLEMENTAL  INDENTURES.
Securities,  including any coupons,  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  including any coupons 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 including any coupons of such series.

          Section 8.7.  NOTICE OF  SUPPLEMENTAL  INDENTURE.  Promptly  after the
execution  by the  Company  and  the  appropriate  Trustee  of any  supplemental
indenture pursuant to Section 8.2, the Company shall transmit, in the manner and
to the extent  provided  in  Section  1.6,  to all  Holders of any series of the
Securities  affected  thereby,  a notice  setting  forth in  general  terms  the
substance of such supplemental indenture.


                                    ARTICLE 9

                                    COVENANTS

          Section 9.1. PAYMENT OF PRINCIPAL,  PREMIUM, IF ANY, AND INTEREST,  IF
ANY.  The  Company  covenants  and agrees for the benefit of the Holders of each
series of  Securities  that it will duly and  punctually  pay the  principal of,
premium,  if any,  and  interest,  if any, on the  Securities  of that series in
accordance  with  the  terms  of the  Securities  of such  series,  any  coupons
appertaining thereto and this Indenture. An installment of principal or interest
shall be  considered  paid on the date it is due if the Trustee or Paying  Agent
holds on that date money  designated for and sufficient to pay the  installment.
Unless  otherwise  specified as  contemplated by Section 3.1 with respect to any
series of  Securities  or except as  otherwise  provided  in  Section  3.7,  any
interest due on Bearer  Securities on or before  Maturity  shall be payable only
upon  presentation  and  surrender  of the  several  coupons  for such  interest
installments as are evidenced  thereby as they severally  mature. If so provided


<PAGE>


in the terms of any series of Securities established as provided in Section 3.1,
the interest,  if any, due in respect of any temporary Securities in global form
or  definitive  Security in global form,  together with any  additional  amounts
payable in respect  thereof,  as  provided in the terms and  conditions  of such
Security,  shall be  payable  only upon  presentation  of such  Security  to the
Trustee for notation thereon of the payment of such interest.

          Section  9.2.  MAINTENANCE  OF OFFICE OR AGENCY.  If  Securities  of a
series are issued as  Registered  Securities,  the Company will maintain in each
Place of  Payment  for any  series of  Securities  an  office  or  agency  where
Securities  of that series may be presented or  surrendered  for payment,  where
Securities of that series may be  surrendered  for  registration  of transfer or
exchange and where  notices and demands to or upon the Company in respect of the
Securities of that series and this  Indenture may be served.  If Securities of a
series are issuable as Bearer Securities, the Company will maintain, (i) subject
to any laws or regulations applicable thereto, an office or agency in a Place of
Payment  for that  series  which is located  outside  the United  States,  where
Securities of that series and related  coupons may be presented and  surrendered
for payment; PROVIDED, HOWEVER, that if the Securities of that series are listed
on any stock exchange  located outside the United States and such stock exchange
shall so require, the Company will maintain a Paying Agent for the Securities of
that series in any required city located outside the United States,  as the case
may be, so long as the  Securities  of that series are listed on such  exchange,
and (ii) subject to any laws or regulations  applicable  thereto,  in a Place of
Payment for that series located outside the United States,  where  Securities of
that series may be surrendered  for exchange and where notices and demands to or
upon the Company in respect of the  Securities of that series and this Indenture
may be served. The Company will give prompt written notice to the Trustee of the
location,  and any change in the location,  of any such office or agency.  If at
any time the Company shall fail to maintain any such  required  office or agency
or  shall  fail  to  furnish  the  Trustee  with  the  address   thereof,   such
presentations,  surrenders,  notices  and  demands  may be made or served at the
Corporate  Trust  Office of the  Trustee,  and the Company  hereby  appoints the
Trustee as its agent to receive all such presentations,  surrenders, notices and
demands.

          Unless otherwise  specified as contemplated by Section 3.1, no payment
of  principal,  premium or  interest on Bearer  Securities  shall be made at any
office or agency of the  Company in the United  States,  by check  mailed to any
address in the United  States,  by transfer to an account  located in the United
States  or upon  presentation  or  surrender  in the  United  States of a Bearer
Security  or coupon for  payment,  even if the  payment  would be credited to an
account  located  outside the United  States;  provided,  however,  that, if the
Securities  of a series  are  denominated  and  payable in  Dollars,  payment of
principal  of and any premium or interest on any such Bearer  Security  shall be
made at the office of the  Company's  Paying Agent in the Borough of  Manhattan,
The City of New York,  if (but only if) payment in Dollars of the full amount of
such  principal,  premium  or  interest,  as the case may be, at all  offices or
agencies outside the United States  maintained for the purpose of 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  (including any coupons, if any) of one


<PAGE>


or more series may be presented or surrendered  for any or all such purposes and
may from time to time rescind any such designation;  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 (including any coupons, if any) of any series for such purposes.  The
Company will give prompt written  notice to the Trustee of any such  designation
or  rescission  and of any change in the  location  of any such other  office or
agency.

           Unless  otherwise  specified  as  contemplated  by Section  3.1,  the
Trustee shall initially serve as Paying Agent.

          Section  9.3.  MONEY FOR  SECURITIES  TO BE HELD IN  TRUST;  UNCLAIMED
MONEY. If the Company shall at any time act as its own Paying Agent with respect
to any  series  of  Securities,  it  will,  on or  before  each  due date of the
principal  of,  premium,  if any, or interest on any of the  Securities  of that
series,  segregate  and hold in trust for the  benefit of the  Persons  entitled
thereto a sum sufficient to pay the principal,  premium,  if any, or interest so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein  provided  and will  promptly  notify the Trustee in writing of its
action or failure so to act.

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

               (1) hold all sums held by it for the payment of the principal of,
          premium, if any, or interest on Securities of that 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 herein provided;

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

               (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; and

               (4) acknowledge,  accept and agree to comply in all respects with
          the  provisions of this Indenture  relating to the duties,  rights and
          disabilities of the Paying Agent.

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



<PAGE>



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

           Section 9.4. CORPORATE  EXISTENCE.  Subject to Article 7, the Company
will at all times do or cause to be done all things  necessary  to preserve  and
keep in full  force and  effect  its  corporate  existence  and its  rights  and
franchises;  PROVIDED  that  nothing  in this  Section  9.4  shall  prevent  the
abandonment or termination of any right or franchise of the Company,  if, in the
opinion of the Company, such abandonment or termination is in the best interests
of the  Company  and does not  materially  adversely  affect the  ability of the
Company to operate its business or to fulfill its obligations hereunder.

          Section 9.5. REPORTS BY THE COMPANY. The Company covenants:

          (a) to file with the  Trustee,  within 30 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 it may be  required  to file with the  Commission
pursuant to Section 13 or Section 15(d) of the Securities  Exchange Act of 1934,
as amended;  or if it is not required to file information,  documents or reports
pursuant  to either of such  sections,  then to file  with the  Trustee  and the
Commission,  in accordance  with rules and  regulations  prescribed from time to
time by the  Commission,  such of the  supplementary  and periodic  information,
documents  and  reports  which may be  required  pursuant  to  Section 13 of the
Securities Exchange Act of 1934, as amended, 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;

          (b) to file with the Trustee and the  Commission,  in accordance  with
the rules and regulations  prescribed from time to time by the Commission,  such
additional  information,  documents and reports with respect to compliance by it
with the conditions and covenants  contained or provided for in this  Indenture,
as may be required from time to time by such rules and regulations; and


<PAGE>


          (c) to transmit to all Holder of Securities,  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 it pursuant to subsections (a) and
(b) of this Section 9.5, as may be required by rules and regulations  prescribed
from time to time by the Commission.

          Section 9.6. ANNUAL REVIEW CERTIFICATE; NOTICE OF DEFAULT. The Company
covenants and agrees to deliver to the Trustee, within 120 days after the end of
each  fiscal  year  of the  Company,  a brief  certificate  from  the  principal
executive officer,  principal financial officer, or principal accounting officer
as to his or her knowledge of the Company's  compliance  with all conditions and
covenants  under this  Indenture.  For purposes of Section 9.7, such  compliance
shall be  determined  without  regard to any period of grace or  requirement  of
notice  provided under this  Indenture.  The Company shall file with the Trustee
written notice of occurrence of any Event of Default within thirty Business Days
of its becoming aware of any such Event of Default.

          Section 9.7. WAIVER OF CERTAIN  COVENANTS AND CONDITIONS.  The Company
may omit in any particular instance to comply with any term, covenant, provision
or condition set forth in Sections 9.4 through 9.6,  inclusive,  or  established
pursuant to Section 3.1 with respect to the  Securities  of any series if before
or after the time for such compliance the Holders of not less than a majority in
principal  amount of the Outstanding  Securities of such series shall, by Act of
such Holders,  either waiver such compliance in such instance or generally waive
compliance with such term, covenant,  provision or condition, but no such waiver
shall extend to or affect such term, covenant,  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,  covenant,  provision  or  condition  shall  remain in full force and
effect.


                                   ARTICLE 10

                                   REDEMPTION

          Section 10.1. APPLICABILITY OF ARTICLE. Securities (including coupons,
if any) of any series which are redeemable before their Stated Maturity shall be
redeemable in accordance with their terms and (except as otherwise  specified as
contemplated  by Section 3.1 for  Securities of any series) in  accordance  with
this Article.

          Section 10.2. ELECTION TO REDEEM;  NOTICE TO TRUSTEE.  The election of
the  Company to redeem  any  Securities,  including  coupons,  if any,  shall be
evidenced by a Board  Resolution or, in the case of an election made pursuant to
authority granted in a Board Resolution,  an Officer's Certificate.  In the case
of any redemption at the election of the Company of less than all the Securities
of coupons,  if any, 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, of the
principal amount of Securities of such series to be redeemed and, if applicable,
to the tenor of the Securities to be redeemed.  In the case of any redemption of
Securities  (i) prior to the expiration of any  restriction  on such  redemption


<PAGE>


provided in the terms of such  Securities or elsewhere in this Indenture or (ii)
pursuant to an election of the Company which is subject to a condition specified
in the terms of such  Securities,  the Company shall furnish the Trustee with an
Officer's Certificate evidencing compliance with such restriction or condition.

          Section 10.3. SELECTION OF SECURITIES TO BE REDEEMED. Unless otherwise
specified  as  contemplated  by  Section  3.1,  if less than all the  Securities
(including  coupons,  if any) of a series  with the same  original  issue  date,
interest rate and Stated Maturity are to be redeemed, the Trustee, not more than
45 days prior to the Redemption  Date, shall select the Securities of the series
to be redeemed in such  manner as the Trustee  shall deem fair and  appropriate.
The Trustee  shall make the  selection  from  Securities  of the series that are
Outstanding  and that have not  previously  been called for  redemption  and may
provide for the  selection  for  redemption  of  portions  (equal to the minimum
authorized denomination for Securities including coupons, if any, of that series
or any  integral  multiple  thereof)  of the  principal  amount  of  Securities,
including  coupons,  if any,  of such series of a  denomination  larger than the
minimum authorized denomination for Securities of that series. The Trustee shall
promptly notify the Company in writing of the Securities selected by the Trustee
for  redemption  and,  in  the  case  of any  Securities  selected  for  partial
redemption, the principal amount thereof to be redeemed.

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

          Section 10.4.  NOTICE OF  REDEMPTION.  Unless  otherwise  specified as
contemplated by Section 3.1,  notice of redemption  shall be given in the manner
provided in Section 1.6 not less than 30 days nor more than 60 days prior to the
Redemption Date to the Holders of the Securities to be redeemed.

          All notices of redemption shall state:

               (1) the Redemption Date;

               (2) the Redemption Price;

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

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



<PAGE>

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

               (6) that  Securities of the series called for  redemption and all
          unmatured coupons, if any, appertaining thereto must be surrendered to
          the Paying Agent to collect the redemption price;

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

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

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

               (10) CUSIP number (if any).

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

          Section 10.5.  DEPOSIT OF REDEMPTION  PRICE. On or prior to 12:00 Noon
New York City time on any  Redemption  Date,  the Company shall deposit with the
Trustee or with a Paying  Agent (or,  if the Company is acting as its own Paying
Agent,  segregate  and hold in trust as  provided  in Section  9.3) an amount of
money in the  currency or  currencies  (including  currency  units or  composite
currencies)  in which the  Securities  of such  series  are  payable  (except as
otherwise  specified  pursuant to Section 3.1 for the Securities of such series)
sufficient to pay on the Redemption  Date the  Redemption  Price of, and (unless
the Redemption Date shall be an Interest  Payment Date) interest  accrued to the
Redemption Date on, all Securities or portions  thereof which are to be redeemed
on that date.

          Unless any  Security by its terms  prohibits  any sinking fund payment
obligation  from  being   satisfied  by  delivering  and  crediting   Securities
(including  Securities  redeemed  otherwise  than through a sinking  fund),  the
Company may deliver such  Securities to the Trustee for  crediting  against such
payment  obligation in  accordance  with the terms of such  Securities  and this
Indenture.

          Section  10.6.  SECURITIES  PAYABLE  ON  REDEMPTION  DATE.  Notice  of
redemption  having been given as  aforesaid,  the  Securities  so to be redeemed
shall, on the Redemption  Date,  become due and payable at the Redemption  Price
therein  specified,  and from and after  such date  (unless  the  Company  shall
default in the  payment  of the  Redemption  Price and  accrued  interest)  such
Securities  shall cease to bear  interest and the coupons for any such  interest


<PAGE>


appertaining  to any Bearer  Security  so to be  redeemed,  except to the extent
provided  below,  shall be  void.  Except  as  provided  in the next  succeeding
paragraph,  upon surrender of any such Security,  including coupons, if any, for
redemption in accordance  with said notice,  such Security  shall be paid by the
Company  at  the  Redemption  Price,  together  with  accrued  interest  to  the
Redemption  Date;  PROVIDED,  HOWEVER,  that  installments of interest on Bearer
Securities  whose Stated Maturity is on or prior to the Redemption Date shall be
payable only at an office or agency  located  outside the United  States and its
possessions  (except as otherwise provided in Section 9.2) and, unless otherwise
specified as contemplated by Section 3.1, only upon  presentation  and surrender
of coupons for such  interest;  and  PROVIDED  FURTHER  that,  unless  otherwise
specified as contemplated by Section 3.1, installments of interest on Registered
Securities  whose  Stated  Maturity  is prior to the  Redemption  Date  shall be
payable to the Holder of such Securities, or one or more Predecessor Securities,
registered  as such at the  close  of  business  on the  relevant  Record  Dates
according to their terms and the provisions of Section 3.7.

           If any  Bearer  Security  surrendered  for  redemption  shall  not be
accompanied by all appurtenant  coupons maturing after the Redemption Date, such
Bearer Security may be paid after deducting from the Redemption  Price an amount
equal to the face amount of all such missing  coupons,  or the surrender of such
missing  coupon or coupons may be waived by the Company and the Trustee if there
be furnished to them such security or indemnity as they may require to save each
of them and any Paying Agent  harmless.  If thereafter the Holder of such Bearer
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 interest represented by coupons shall be payable only at
an office or agency  located  outside of the United States  (except as otherwise
provided   pursuant  to  Section  9.2)  and,  unless   otherwise   specified  as
contemplated  by Section  3.1,  only upon  presentation  and  surrender of those
coupons.

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

          Section  10.7.  SECURITIES  REDEEMED  IN  PART.  Upon  surrender  of a
Security that is redeemed in part at any Place of Payment therefor (with, if the
Company or the Trustee so requires,  due endorsement by, or a written instrument
of transfer in form  satisfactory  to the Company and the Trustee duly  executed
by, the Holder thereof or his attorney duly authorized in writing),  the Company
shall  execute and the Trustee shall  authenticate  and deliver to the Holder of
that Security,  without service charge, a new Security or Securities of the same
series  and of like  tenor  with the same  form  and the  same  Maturity  in any
authorized  denomination  equal in aggregate  principal amount to the unredeemed
portion of the principal of the Security  surrendered;  provided,  however, that
the  Depositary  need not  surrender  a  Security  in global  form for a partial
redemption  and may be  authorized  to make a notation on such  Security of such
partial redemption.  In the case of a partial redemption of a Security in global
form, the Depositary,  and in turn, the  participants  in the Depositary,  shall
have the responsibility to select any Securities to be redeemed by random lot.


<PAGE>

                                   ARTICLE 11

                                  SINKING FUNDS

          Section 11.1. APPLICABILITY OF ARTICLE. The provisions of this Article
shall be  applicable  to any sinking fund for the  retirement of Securities of a
series  except  as  otherwise  specified  as  contemplated  by  Section  3.1 for
Securities of such series.

          The minimum  amount of any sinking  fund  payment  provided for by the
terms of Securities of any series is herein referred to as a "mandatory  sinking
fund payment," and any payment in excess of such minimum amount  provided for by
the terms of  Securities  of any series is herein  referred  to as an  "optional
sinking fund payment." If provided for by the terms of Securities of any series,
the cash  amount of any sinking  fund  payment  may be subject to  reduction  as
provided in Section  11.2.  Each sinking  fund  payment  shall be applied to the
redemption  of  Securities  of any  series  as  provided  for by  the  terms  of
Securities of such series.

          Section 11.2.  SATISFACTION OF SINKING FUND PAYMENTS WITH  SECURITIES.
The Company (i) may deliver  Outstanding  Securities of a series (other than any
previously called for redemption)  together, in the case of Bearer Securities of
such series, with all unmatured coupons  appertaining thereto and (ii) may apply
as a credit  Securities  of a series  which  have  been  redeemed  either at the
election of the Company  pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the terms of
such Securities,  in each case in satisfaction of all or any part of any sinking
fund payment with respect to the  Securities of such series  required to be made
pursuant to the terms of such  Securities  as provided  for by the terms of such
series; PROVIDED that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption  through  operation
of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

          Section 11.3. REDEMPTION OF SECURITIES FOR SINKING FUND. Not less than
60 days prior to each sinking  fund  payment  date for any series of  Securities
(unless a shorter period shall be satisfactory to the Trustee), the Company will
deliver to the Trustee an  Officer's  Certificate  specifying  the amount of the
next ensuing  sinking fund payment for that series pursuant to the terms of that
series, the portion thereof, if any, which is to be satisfied by payment of cash
and the portion  thereof,  if any,  which is to be satisfied by  delivering  and
crediting  Securities  of that  series  pursuant  to Section  11.2 and will also
deliver to the Trustee any Securities to be so delivered.  Not less than 30 days
before  each such  sinking  fund  payment  date,  the Trustee  shall  select the
Securities  to be redeemed  upon such  sinking  fund  payment date in the manner
specified in Section 10.3 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  10.4.  Such  notice  having  been duly given,  the  redemption  of such
Securities  shall be made upon the terms and in the  manner  stated in  Sections
10.6 and 10.7.

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


<PAGE>


          This Indenture may be executed in any number of counterparts,  each of
which shall be an original,  but such counterparts shall together constitute but
one instrument.




<PAGE>



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

                                         CONTINENTAL AIRLINES, INC.,
                                         as Issuer








                                       By_____________________________________
                                         Title:


Attest:


________________________________
Title:
                                       [_________________________], as Trustee





                                       By_____________________________________
                                         Title:


Attest:


________________________________
Title:





                                                                     EXHIBIT 4.2


                         FORM OF SUBORDINATED INDENTURE



<PAGE>









                       CONTINENTAL AIRLINES, INC., Issuer


                                       to


                      [__________________________], Trustee


                                    INDENTURE


                            Dated as of June __, 1997








                            Providing for Issuance of
                  Senior Subordinated Debt Securities in Series



<PAGE>



                               TABLE OF CONTENTS

                                                                            Page

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

      1.1  Definitions.................................................       1
      1.2  Compliance Certificates and Opinions........................       9
      1.3  Form of Documents Delivered to Trustee......................      10
      1.4  Acts of Holders.............................................      11
      1.5  Notices, etc., to Trustee and Company.......................      12
      1.6  Notice to Holders; Waiver...................................      13
      1.7  Headings and Table of Contents..............................      14
      1.8  Successors and Assigns......................................      14
      1.9  Separability................................................      14
      1.10 Benefits of Indenture.......................................      14
      1.11 Governing Law...............................................      14
      1.12 Legal Holidays..............................................      14
      1.13 Trustee to Establish Record Dates...........................      15
      1.14 No Security Interest Created................................      15
      1.15 Liability Solely Corporate..................................      15

ARTICLE 2  SECURITY FORMS..............................................      15

      2.1  Forms Generally.............................................      15
      2.2  Form of Trustee's Certificate of Authentication.............      16
      2.3  Securities in Global Form...................................      16

ARTICLE 3  THE SECURITIES..............................................      17

      3.1  Amount Unlimited; Issuable in Series........................      17
      3.2  Denominations...............................................      21
      3.3  Execution, Authentication, Delivery and Dating..............      21
      3.4  Temporary Securities........................................      25
      3.5  Registration, Registration of Transfer and Exchange.........      26
      3.6  Replacement Securities......................................      30
      3.7  Payment of Interest; Interest Rights Preserved..............
      31
      3.8  Persons Deemed Owners.......................................      33
      3.9  Cancellation................................................      33
      3.10 Computation of Interest.....................................      34
      3.11 Currency and Manner of Payment in Respect of Securities.....      34
      3.12 Appointment and Resignation of Exchange Rate Agent..........      38
      3.13 CUSIP Numbers...............................................      39
      3.14 Judgments...................................................      39


<PAGE>

ARTICLE 4  SATISFACTION, DISCHARGE AND DEFEASANCE......................      40

      4.1  Termination of Company's Obligations Under the Indenture....      40
      4.2  Application of Trust Funds..................................      41
      4.3  Applicability of Defeasance Provisions; Company Option
           to Effect Defeasance or Covenant Defeasance.................      41
      4.4  Defeasance and Discharge....................................      42
      4.5  Covenant Defeasance.........................................      42
      4.6  Conditions to Defeasance or Covenant Defeasance.............      43
      4.7  Deposited Money and Government Obligations To Be
           Held in Trust...............................................      44
      4.8  Transfers and Distribution at Company Request...............      45
      4.9  Reinstatement...............................................      46

ARTICLE 5  DEFAULTS AND REMEDIES.......................................      46

      5.1  Events of Default...........................................      46
      5.2  Acceleration; Rescission and Annulment......................      47
      5.3  Collection of Indebtedness and Suits for Enforcement
           by Trustee..................................................      48
      5.4  Trustee May File Proofs of Claim............................      49
      5.5  Trustee May Enforce Claims Without Possession of Securities.      49
      5.6  Delay or Omission Not Waiver................................      50
      5.7  Waiver of Past Defaults.....................................      50
      5.8  Control by Majority.........................................      50
      5.9  Limitation on Suits by Holders..............................      50
      5.10 Rights of Holders to Receive Payment........................      51
      5.11 Application of Money Collected..............................      51
      5.12 Restoration of Rights and Remedies..........................      52
      5.13 Rights and Remedies Cumulative..............................      52
      5.14 Undertaking for Costs.......................................      52
      5.15 Waiver of Stay or Extension Laws............................      52

ARTICLE 6  THE TRUSTEE.................................................      53

      6.1  Certain Duties and Responsibilities.........................      53
      6.2  Rights of Trustee...........................................      53
      6.3  Trustee May Hold Securities.................................      54
      6.4  Money Held in Trust.........................................      54
      6.5  Trustee's Disclaimer........................................      54
      6.6  Notice of Defaults..........................................      54
      6.7  Reports by Trustee to Holders...............................      55


<PAGE>

      6.8  Securityholder Lists........................................      55
      6.9  Compensation and Indemnity..................................      55
      6.10 Replacement of Trustee......................................      56
      6.11 Acceptance of Appointment by Successor......................      57
      6.12 Eligibility; Disqualification...............................      59
      6.13 Merger, Conversion, Consolidation or Succession to Business.      59
      6.14 Appointment of Authenticating Agent.........................      59
      6.15 Trustee's Application for Instructions from the Company.....      61
      6.16 Preferential Collection of Claims Against Company...........      61

ARTICLE 7  CONSOLIDATION, MERGER OR SALE BY THE COMPANY................      61

      7.1  Consolidation, Merger or Sale of Assets by the Company
           Permitted...................................................      61
      7.2  Successor Corporation Substituted...........................      62

ARTICLE 8  SUPPLEMENTAL INDENTURES.....................................      62

      8.1  Supplemental Indentures without Consent of Holders..........      62
      8.2  Supplemental Indentures with Consent of Holders.............      64
      8.3  Compliance with Trust Indenture Act.........................      65
      8.4  Execution of Supplemental Indentures........................      65
      8.5  Effect of Supplemental Indentures...........................      65
      8.6  Reference in Securities to Supplemental Indentures..........      65
      8.7  Notice of Supplemental Indenture............................      65

ARTICLE 9  COVENANTS...................................................      65

      9.1  Payment of Principal, Premium, if Any, and Interest, if Any.      65
      9.2  Maintenance of Office or Agency.............................      66
      9.3  Money for Securities to Be Held in Trust; Unclaimed Money...      67
      9.4  Corporate Existence.........................................      68
      9.5  Reports by the Company......................................      68
      9.6  Annual Review Certificate; Notice of Default................      69
      9.7  Waiver of Certain Covenants and Conditions..................      69

ARTICLE 10 REDEMPTION..................................................      69

     10.1  Applicability of Article....................................      69
     10.2  Election to Redeem; Notice to Trustee.......................      70
     10.3  Selection of Securities To Be Redeemed......................      70
     10.4  Notice of Redemption........................................      70


<PAGE>

     10.5  Deposit of Redemption Price.................................      71
     10.6  Securities Payable on Redemption Date.......................      72
     10.7  Securities Redeemed in Part.................................      73

ARTICLE 11 SINKING FUNDS...............................................      72

     11.1  Applicability of Article....................................      72
     11.2  Satisfaction of Sinking Fund Payments with Securities.......      72
     11.3  Redemption of Securities for Sinking Fund...................      72

ARTICLE 12 SUBORDINATION OF SECURITIES.................................      73

     12.1  Securities Subordinated to Senior Indebtedness..............      73
     12.2  No Payments in Certain Circumstances; Payment Over of
           Proceeds Upon Dissolution, Etc. ............................      74
     12.3  Obligation of the Company Unconditional.....................      75
     12.4  Notice to Trustee of Specified Events; Reliance on 
           Certificate of Liquidating Agent............................      76
     12.5  Trustee Not Charged with Knowledge of Prohibition...........      76
     12.6  Subordination Rights Not Impaired by Acts or Omissions
           of Company or Holders of Senior Indebtedness................      77
     12.7  Holders Authorize Trustee to Effectuate Subordination of
           Securities..................................................      77
     12.8  Right of Trustee to Hold Senior Indebtedness................      77
     12.9  Trustee Not Fiduciary for Holders of Senior Indebtedness....      78
     12.10 Article 12 Not to Prevent Events of Default.................      78
     12.11 Payment Agent Other Than the Trustee........................      78
     12.12 Trustee's Compensation Not Prejudiced.......................      78
     12.13 Trust Moneys Not Subordinated...............................      78

SIGNATURES ............................................................      79



<PAGE>


Reconciliation  and tie between  Indenture,  dated as of June __, 1997,  and the
Trust Indenture Act of 1939, as amended.

Trust Indenture Act
  of 1939 Section                                    Indenture Section
- -------------------                                  -----------------  

310(a)(1)                                            6.12
      (a)(2)                                         6.12
      (a)(3)                                         TIA
      (a)(4)                                         Not Applicable
      (a)(5)                                         TIA
      (b)                                            6.10; 6.12; TIA

311(a)                                               TIA
   (b)                                               TIA
   (c)                                               Not Applicable

312(a)                                               6.8
   (b)                                               TIA
   (c)                                               TIA

313(a)                                               6.7; TIA
   (b)                                               TIA
   (c)                                               TIA
   (d)                                               TIA

314(a)                                               9.6; 9.7; TIA
   (b)                                               Not Applicable
   (c)(1)                                            1.2
   (c)(2)                                            1.2
   (c)(3)                                            Not Applicable
   (d)                                               Not Applicable
   (e)                                               1.2
   (f)                                               TIA

315(a)                                               TIA
   (b)                                               6.6
   (c)                                               TIA
   (d)(1)                                            TIA
   (d)(2)                                            TIA
   (d)(3)                                            TIA
   (e)                                               TIA


<PAGE>

316(a) (last sentence)                               1.1
      (a)(1)(A)                                      5.2; 5.8
      (a)(1)(B)                                      5.7
      (b)                                            5.9; 5.10
      (c)                                            TIA

317(a)(1)                                            5.3
      (a)(2)                                         5.4
      (b)                                            9.3

318(a)                                               1.11
      (b)                                            TIA
      (c)                                            1.11; TIA


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

This reconciliation and tie section does not constitute part of the Indenture.



<PAGE>

           INDENTURE,  dated as of June __, 1997,  among  CONTINENTAL  AIRLINES,
INC., a Delaware corporation (the "Company"), as issuer and [_______________], a
[ ], as Trustee (the "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  unsecured
debentures, notes or other evidences of indebtedness ("Securities") to be issued
in one or more series as herein provided.

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

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


                                    ARTICLE 1

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

           Section 1.1. DEFINITIONS.

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

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

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

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

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

           "AFFILIATE"  of any  specified  Person  means any Person  directly or
indirectly  controlling  or  controlled  by, or under direct or indirect  common


<PAGE>

control with, such specified Person. For 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.

           "AGENT" means any Paying Agent or Registrar.

           "AUTHENTICATING  AGENT" means any  authenticating  agent appointed by
the Trustee pursuant to Section 6.14.

           "AUTHORIZED  NEWSPAPER" means a newspaper of general circulation,  in
the official  language of the country of publication or in the English language,
customarily  published  on  each  Business  Day  whether  or  not  published  on
Saturdays,  Sundays  or  holidays,  and of general  circulation  in the place in
connection  with which the term is used or in the  financial  community  of such
place. Whenever successive  publications in an Authorized Newspaper are required
hereunder they may be made (unless otherwise  expressly  provided herein) on any
Business Day and in the same or different Authorized Newspapers.

           "BEARER  SECURITY"  means  any  Security  in the form (to the  extent
applicable  thereto)  established  pursuant  to Section  2.1 which is payable to
bearer  (including  any  Security in global form payable to bearer) and title to
which passes by delivery only, but does not include any coupons.

           "BOARD" or "BOARD OF  DIRECTORS"  means the Board of Directors of the
Company,  the  Executive  Committee of the Company or any other duly  authorized
committee of such Board of Directors.

           "BOARD  RESOLUTION"  means a copy of a  resolution  of the  Board  of
Directors,  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, and delivered to the Trustee.

           "BUSINESS DAY", when used with respect to any Place of Payment or any
other  particular  location  referred to in this Indenture or in the Securities,
means,  unless  otherwise  specified with respect to any Securities  pursuant to
Section 3.1, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a
day on which  banking  institutions  in that  Place  of  Payment  or  particular
location are authorized or obligated by law or executive order to close.

           "CAPITAL LEASE" means any lease  obligation of a person incurred with
respect to real property or equipment acquired or leased by such person and used
in its  business  that is required  to be  recorded  on its  balance  sheet as a
capitalized lease in accordance with generally  accepted  accounting  principles
consistently applied.

           "COMMISSION"  means the Securities and Exchange  Commission,  as from
time to time constituted,  created under the Securities Exchange Act of 1934, as
amended,  or,  if at any  time  after  the  execution  of  this  Indenture  such


<PAGE>

Commission  is not existing and  performing  the duties now assigned to it under
the Trust Indenture Act, then the body performing such duties at such time.

           "COMPANY"  means  the  Person  named  as the  Company  in  the  first
paragraph of this Indenture until one or more successor  corporations shall have
become  such  pursuant  to the  applicable  provisions  of this  Indenture,  and
thereafter means such successor or successors.

           "COMPANY ORDER" and "COMPANY REQUEST" mean,  respectively,  a written
order or request signed in the name of the Company by the Chairman of the Board,
the President,  any Executive Vice  President,  any Senior Vice President or any
Vice  President,  signing alone,  or, with respect to Sections 3.3, 3.4, 3.5 and
6.1,  any  other  employee  of the  Company  named in an  Officer's  Certificate
delivered to the Trustee.

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

           "CORPORATE  TRUST OFFICE" means the principal  corporate trust office
of the Trustee at which at any  particular  time its  corporate  trust  business
shall be principally administered, which office at the date hereof is located at
[_______________].

           "CORPORATION"  includes  corporations,  associations,  companies  and
business trusts.

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

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

           "DEPOSITARY",  when used with respect to the  Securities of or within
any  series  issuable  or issued in whole or in part in global  form,  means the
Person  designated as Depositary by the Company  pursuant to Section 3.1 until a
successor   Depositary  shall  have  become  such  pursuant  to  the  applicable
provisions of this Indenture,  and thereafter  shall mean or include each Person
which is then a Depositary hereunder,  and if at any time there is more than one
such Person, shall be a collective reference to such Persons.

           "DOLLAR"  and the sign "$" mean the coin or  currency  of the  United
States  which at the time of payment is legal  tender for the  payment of public
and private debts.

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

           "EUROPEAN   COMMUNITIES"  means  European  Economic  Community,   the
European Coal and Steel Community and the European Atomic Energy Community.


<PAGE>

           "EUROPEAN   MONETARY  SYSTEM"  means  the  European  Monetary  System
established by the Resolution of December 5, 1978 of the Council of the European
Communities.

           "EXCHANGE  RATE AGENT",  when used with respect to  Securities  of or
within  any  series,  means,  unless  otherwise  specified  with  respect to any
Securities  pursuant to Section 3.1, a New York Clearing  House bank  designated
pursuant to Section 3.1 or Section 3.12.

           "EXCHANGE RATE  OFFICER'S  CERTIFICATE"  means a certificate  setting
forth (i) the  applicable  Market  Exchange Rate or the applicable bid quotation
and (ii) the Dollar or Foreign  Currency  amounts of principal (and premium,  if
any) and interest,  if any (of an aggregate basis and on the basis of a Security
having the lowest  denomination  principal  amount in the  relevant  currency or
currency unit), payable with respect to a Security of any series on the basis of
such  Market  Exchange  Rate or the  applicable  bid  quotation,  signed  by the
Treasurer,  any Executive Vice President,  any Senior Vice  President,  any Vice
President or any Assistant Treasurer of the Company.

           "FOREIGN CURRENCY" means any currency issued by the government of one
or  more   countries   other  than  the  United  States  or  by  any  recognized
confederation or association of such governments.

           "GOVERNMENT  OBLIGATIONS"  means  securities  which  are  (i)  direct
obligations  of the United  States or, if specified as  contemplated  by Section
3.1,  the  government  which issued the  currency in which the  Securities  of a
particular  series  are  payable,  for the  payment  of which its full faith and
credit is pledged or (ii)  obligations  of a Person  controlled or supervised by
and acting as an agency or instrumentality of the United States or, if specified
as  contemplated  by Section  3.1,  such  government  which  issued the  foreign
currency  in which the  Securities  of such series are  payable,  the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States or such other government,  which, in either case, are not callable
or  redeemable  at the option of the issuer  thereof,  and shall also  include a
depositary  receipt  issued by a bank or trust company as custodian with respect
to any such  Government  Obligation  or a  specific  payment of  interest  on or
principal  of any such  Government  Obligation  held by such  custodian  for the
account of the holder of a depositary 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 depositary receipt from any amount received by the
custodian in respect of the Government  Obligation  evidenced by such depositary
receipt.

           "HOLDER" means, with respect to a Bearer Security or coupon, a bearer
thereof and,  with respect to a  Registered  Security,  a person in whose name a
Security is registered on the Register.

           "INDENTURE" means this Indenture as originally executed or as amended
or supplemented from time to time and shall include the forms and terms (but not
defined terms  established  by or pursuant to a Board  Resolution) of particular
series of Securities established as contemplated by Sections 2.1 and 3.1.


<PAGE>

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

           "INTEREST  PAYMENT  DATE",  when used with  respect to any  Security,
means the Stated Maturity of an installment of interest on such Security.

           "MARKET EXCHANGE RATE" means, unless otherwise specified with respect
to any Securities  pursuant to Section 3.1, (i) for any  conversion  involving a
currency unit on the one hand and Dollars or any Foreign  Currency on the other,
the exchange rate between the relevant currency unit and Dollars or such Foreign
Currency  calculated  by the method  specified  pursuant  to Section 3.1 for the
Securities of the relevant  series,  (ii) for any conversion of Dollars into any
Foreign  Currency,  the noon buying  rate for such  Foreign  Currency  for cable
transfers  quoted in New York City as  certified  for  customs  purposes  by the
Federal  Reserve  Bank of New York and (iii) for any  conversion  of one Foreign
Currency into Dollars or another Foreign  Currency,  the spot rate at noon local
time in the  relevant  market  at  which,  in  accordance  with  normal  banking
procedures,  the Dollars or Foreign Currency into which conversion is being made
could be purchased with the Foreign Currency from which conversion is being made
from major banks located in New York City,  London or any other principal market
for Dollars or such purchased Foreign  Currency,  in each case determined by the
Exchange Rate Agent.  Unless otherwise  specified with respect to any Securities
pursuant  to  Section  3.1,  in the  event of the  unavailability  of any of the
exchange  rates provided for in the foregoing  clauses (i), (ii) and (iii),  the
Exchange Rate Agent shall use, in its sole  discretion and without  liability on
its part,  such quotation of the Federal Reserve Bank of New York as of the most
recent  available  date, or quotations  from one or more major banks in New York
City,  London or other  principal  market for such  currency or currency unit in
question  (which  may  include  any such  bank  acting  as  Trustee  under  this
Indenture),  or such other  quotations  as the  Exchange  Rate Agent  shall deem
appropriate.  Unless otherwise specified by the Exchange Rate Agent, if there is
more than one market for dealing in any  currency or currency  unit by reason of
foreign exchange  regulations or otherwise,  the market to be used in respect of
such currency or currency unit shall be that upon which a nonresident  issuer of
securities  designated  in such  currency or currency  unit would  purchase such
currency  or  currency  unit  in  order  to make  payments  in  respect  of such
securities.

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

           "OFFICER"  means  the  Chairman  of the  Board,  the  President,  any
Executive Vice  President,  any Senior Vice President,  any Vice President,  the
Treasurer or Secretary of the Company.


<PAGE>

           "OFFICER'S  CERTIFICATE"  means a certificate signed by an Officer of
the Company signing alone, and delivered to the Trustee.

           "OPINION OF COUNSEL" means a written  opinion of legal  counsel,  who
may be (a) an attorney employed by the Company, (b) Hughes Hubbard & Reed LLP or
(c) other  counsel  designated by the Company and who shall be acceptable to the
Trustee.

           "ORIGINAL ISSUE DISCOUNT  SECURITY" means any Security which provides
for an amount  less  than the  stated  principal  amount  thereof  to be due and
payable upon  declaration of  acceleration of the Maturity  thereof  pursuant to
Section 5.2.

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

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

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

                (iii) Securities,  except to the extent provided in Sections 4.4
        and 4.5.,  with  respect to which the  Company has  effected  defeasance
        and/or covenant defeasance as provided in Article 4; and

                (iv) Securities  which have been paid pursuant to Section 3.6 or
        in  exchange  for  or in  lieu  of  which  other  Securities  have  been
        authenticated and delivered  pursuant to this Indenture,  other than any
        such  Securities in respect of which there shall have been  presented to
        the Trustee proof  satisfactory to it that such Securities are held by a
        bona fide purchaser in whose hands such Securities are valid obligations
        of the Company;

PROVIDED,  HOWEVER,  that in  determining  whether the Holders of the  requisite
principal amount of the Outstanding  Securities have given any request,  demand,
authorization,  direction,  notice,  consent  or waiver  hereunder,  or  whether
sufficient funds are available for redemption or for any other purpose,  and for
the  purpose of making the  calculations  required  by Section  313 of the Trust
Indenture  Act,  (w)  the  principal  amount  of  any  Original  Issue  Discount
Securities that may be counted in making such  determination  or calculation and
that shall be deemed to be  Outstanding  for such purpose  shall be equal to the
amount of principal  thereof  that would be (or shall have been  declared to be)
due and  payable,  at the  time of such  determination,  upon a  declaration  of
acceleration of the Maturity  thereof pursuant to Section 5.2, (x) the principal


<PAGE>

amount of any Security  denominated in a Foreign Currency that may be counted in
making such  determination  or calculation and that shall be deemed  Outstanding
for such purpose shall be equal to the Dollar  equivalent,  determined as of the
date  such  Security  is  originally  issued by the  Company  as set forth in an
Exchange Rate Officer's  Certificate  delivered to the Trustee, of the principal
amount (or, in the case of the  Original  Issue  Discount  Security,  the Dollar
equivalent  as of such date of  original  issuance of the amount  determined  as
provided in clause (w) above) of such Security,  (y) the principal amount of any
Indexed Security that may be counted in making such determination or calculation
and that  shall be deemed  Outstanding  for such  purpose  shall be equal to the
principal  face amount of such  Indexed  Security at original  issuance,  unless
otherwise provided with respect to such Security pursuant to Section 3.1 and (z)
Securities  owned by the Company or any other obligor upon the Securities or any
Affiliate  of the  Company or of such other  obligor  shall be  disregarded  and
deemed not to be  Outstanding,  except that, in determining  whether the Trustee
shall be  protected  in making  such  calculation  or in  relying  upon any such
request,  demand,  authorization,  direction,  notice,  consent or waiver,  only
Securities  which  the  Trustee  knows to be so owned  shall be so  disregarded.
Securities  so owned  which have been  pledged in good faith may be  regarded as
Outstanding if the pledgee  establishes to the  satisfaction  of the Trustee the
pledgee's  right so to act with respect to such  Securities and that the pledgee
is not the Company or any other obligor upon the  Securities or any Affiliate of
the Company or such other obligor.

           "PAYING AGENT" means any person  authorized by the Company to pay the
principal of, premium, if any, or interest,  if any, on any Securities on behalf
of the Company.

           "PERIODIC  OFFERING" means an offering of Securities of a series from
time to  time,  the  specific  terms  of which  Securities,  including,  without
limitation, the rate or rates of interest or formula for determining the rate or
rates of interest  thereon,  if any,  the Stated  Maturity or Stated  Maturities
thereof, the original issue date or dates thereof, the redemption provisions, if
any, with respect  thereto,  and any other terms  specified as  contemplated  by
Section 3.1 with respect  thereto,  are to be determined by the Company upon the
issuance of such Securities.

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

           "PLACE OF PAYMENT",  when used with respect to the  Securities  of or
within any series, means the place or places where, subject to the provisions of
Section 9.2, the principal of,  premium,  if any, and interest,  if any, on such
Securities are payable as specified as contemplated by Section 3.1.

           "PREDECESSOR   SECURITY"  of  any  particular  Security  means  every
previous Security evidencing all or a portion of the same debt as that evidenced
by such  particular  Security;  and,  for the purposes of this  definition,  any
Security  authenticated  and  delivered  under Section 3.6 in exchange for or in
lieu of a  mutilated,  destroyed,  lost or  stolen  Security  shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

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


<PAGE>

           "REDEMPTION  PRICE",  when used with  respect to any  Security  to be
redeemed,  in whole or in part,  means the  price at which it is to be  redeemed
pursuant to this Indenture.

           "REGISTERED  SECURITY"  means any Security in the form (to the extent
applicable thereto)  established  pursuant to Section 2.1 which is registered as
to principal and interest in the Register.

           "REGULAR  RECORD  DATE"  for the  interest  payable  on any  Interest
Payment Date on the Registered Securities of or within any series means the date
specified for that purpose as contemplated by Section 3.1.

           "RESPONSIBLE  OFFICER",  when used with respect to the Trustee, shall
mean any vice president,  assistant vice president, any senior trust officer, or
any trust  officer,  in the  Corporate  Trust Office of the Trustee or any other
officer  of the  Trustee  customarily  performing  functions  similar  to  those
performed by the persons who at the time shall be such  officers,  respectively,
and also means, with respect to a particular  corporate trust matter,  any other
officer of the Trustee to whom such corporate  trust matter is referred  because
of his knowledge of and familiarity with the particular subject.

           "SECURITY"  or  "SECURITIES"  has the  meaning  stated  in the  first
recital of this Indenture and more particularly means any Security or Securities
of the Company issued, authenticated and delivered under this Indenture.

           "SPECIAL  RECORD DATE" for the payment of any  Defaulted  Interest on
the  Registered  Securities  of any  issue  means a date  fixed  by the  Trustee
pursuant to Section 3.7.

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

           "SUBSIDIARY"  means any  corporation of which the Company at the time
owns or  controls,  directly  or  indirectly,  more  than 50% of the  shares  of
outstanding  stock having general voting power under ordinary  circumstances  to
elect a majority of the Board of Directors of such corporation  (irrespective of
whether  or not at the  time  stock  of any  other  class  or  classes  of  such
corporation  shall have or might have voting power by reason of the happening of
any contingency).

           "TRUST  INDENTURE  ACT"  means the Trust  Indenture  Act of 1939,  as
amended,  as in effect on the date of this  Indenture,  except  as  provided  in
Section 8.3.

           "TRUSTEE"  means the party  named as such in the first  paragraph  of
this Indenture until a successor  Trustee replaces it pursuant to the applicable
provisions of this Indenture,  and thereafter  means such successor  Trustee and
if, at any time, there is more than one Trustee,  "Trustee" as used with respect
to the  Securities  of any series  shall mean the  Trustee  with  respect to the
Securities of that series.


<PAGE>

           "UNITED STATES" means, unless otherwise specified with respect to the
Securities  of any series as  contemplated  by Section 3.1, the United States of
America  (including the States and the District of Columbia),  its  territories,
its possessions and other areas subject to its jurisdiction.

           "U.S. PERSON" means,  unless otherwise  specified with respect to the
Securities of any series as contemplated by Section 3.1, a citizen,  national or
resident  of the United  States,  a  corporation,  partnership  or other  entity
created or organized in or under the laws of the United  States or any political
subdivision  thereof,  or an estate or trust the  income of which is  subject to
United States federal income taxation regardless of its source.

           "YIELD TO MATURITY"  means the yield to maturity,  calculated  by the
Company at the time of issuance of a series of Securities or, if applicable,  at
the most recent  determination  of interest on such series,  in accordance  with
accepted financial practice.

           (b) The  following  terms shall have the  meanings  specified  in the
Sections referred to opposite such term below:

TERM                                                          SECTION
- ----                                                          -------
"Act"                                                         1.4(a)
"Bankruptcy Law"                                              5.1
"Component Currency"                                          3.11(h)
"Conversion Date"                                             3.11(d)
"Custodian"                                                   5.1
"Defaulted Interest"                                          3.7(b)
"defeasance"                                                  4.4
"Dollar Equivalent of the Foreign Currency"                   3.11(f)
"Dollar Equivalent of the Currency Unit"                      3.11(g)
"Election Date"                                               3.11(h)
"Event of Default"                                            5.1
"Register"                                                    3.5
"Registrar"                                                   3.5
"Senior Indebtedness"                                         12.1
"Specified Amount"                                            3.11(h)
"Valuation Date"                                              3.11(c)

           Section  1.2.   COMPLIANCE   CERTIFICATES  AND  OPINIONS.   Upon  any
application  or request by the Company to the  Trustee to take any action  under
any  provision of this  Indenture,  the Company  shall furnish to the Trustee an
Officer's  Certificate stating that all conditions  precedent,  if any, provided
for in this  Indenture  relating to the proposed  action have been complied with
and an Opinion of Counsel  stating  that in the opinion of such counsel all such
conditions  precedent,  if any, have been complied with, except that in the case
of any such  application or request as to which the furnishing of such documents
is  specifically  required by any provision of this  Indenture  relating to such
particular  application or request, no additional certificate or opinion need be
furnished.


<PAGE>

           Every  certificate  or  opinion  with  respect to  compliance  with a
condition or covenant  provided for in this  Indenture  (other than  pursuant to
Sections 2.3, 3.3 and 9.7) shall include:

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

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

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

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

           Section  1.3.  FORM OF DOCUMENTS  DELIVERED  TO TRUSTEE.  In any case
where several  matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified
by, or covered  by the  opinion  of,  only one such  Person,  or that they be so
certified  or covered by only one  document,  but one such Person may certify or
give an opinion  with respect to some matters and one or more other such Persons
as to other  matters,  and any such  person may certify or give an opinion as to
such matters in one or several documents.

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

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

           Section 1.4. ACTS OF HOLDERS. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders  may be embodied  in and  evidenced  by one or more
instruments of  substantially  similar tenor signed by such Holders in person or
by agent  duly  appointed  in  writing.  Except  as herein  otherwise  expressly


<PAGE>

provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, where it is hereby expressly required,  to the
Company.  Such instrument or instruments  (and the action  embodied  therein and
evidenced  thereby) are herein sometimes referred to as the "Act" of the Holders
signing  such  instrument  or  instruments.  Proof  of  execution  of  any  such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose  of this  Indenture  and  conclusive  in  favor of the  Trustee  and the
Company,  if made in the  manner  provided  in clause (b) of this  Section  1.4.
Whenever any action or Act is to be taken hereunder by the Holders of Securities
denominated  in different  currencies  or currency  units,  then for purposes of
determining  the  principal  amount  of  Securities  held by such  Holders,  the
aggregate  principal amount of the Securities  denominated in a foreign currency
or currency  unit shall be deemed to be the Dollar  equivalent  amounts  thereof
determined by the Company on the basis of the applicable  Market  Exchange Rates
in effect as of the date of the taking of such  action or Act by the  Holders of
the requisite  percentage  in principal  amount of the  Securities  (the "Action
Date"), except that if a Conversion Event has occurred with respect to a foreign
currency or currency unit and is continuing,  the Dollar  equivalent  amounts of
Securities  denominated  in such  foreign  currency  or  currency  unit shall be
determined on the basis of the Dollar  Equivalent of the Foreign Currency or the
Dollar  Equivalent  of the Currency Unit  (computed in accordance  with Sections
3.11(f) and (g), except that for purposes of computing the Dollar  Equivalent of
the Currency Unit,  references to the "Valuation  Date" shall be deemed to refer
to the date of the taking of such action or Act by the Holders of the  requisite
percentage in principal amount of the Securities).

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

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


<PAGE>

           (d) The  ownership of  Registered  Securities  shall be proved by the
Register or by a certificate of the Registrar.

           (e) Any request, demand,  authorization,  direction, notice, consent,
waiver or other Act of the Holder of any Security shall bind every future Holder
of the  same  Security  and  the  Holder  of  every  Security  issued  upon  the
registration of transfer  thereof or in exchange  therefor or in lieu thereof in
respect of anything  done,  omitted or suffered to be done by the Trustee or the
Company in reliance thereon, whether or not notation of such action is made upon
such Security.

           (f) If the  Company  shall  solicit  from the  Holders  any  request,
demand,  authorization,  direction,  notice,  consent,  waiver or other Act, the
Company may, at its option, by or pursuant to an Officer's Certificate delivered
to the Trustee,  fix in advance a record date for the  determination  of Holders
entitled  to  give  such  request,  demand,  authorization,  direction,  notice,
consent, waiver or other Act, but the Company shall have no obligation to do so.
If such a record date is fixed, such request, demand, authorization,  direction,
notice,  consent,  waiver or other Act may be given  before or after such record
date,  but only the  Holders of record at the close of  business  on such record
date shall be deemed to be  Holders  for the  purposes  of  determining  whether
Holders of the requisite proportion of Outstanding Securities have authorized or
agreed or consented to such request, demand,  authorization,  direction, notice,
consent,  waiver or other Act, and for that purpose the  Outstanding  Securities
shall be computed as of such record date; PROVIDED,  that no such authorization,
agreement or consent by the -------- Holders on such record date shall be deemed
effective unless it shall become effective  pursuant to the provisions of clause
(a) of this Section 1.4 no later than six months after the record date.

           (g) At any time  prior  to (but  not  after)  the  evidencing  to the
Trustee, as provided in clause (a) of this Section 1.4, of the taking of any Act
by  the  Holders  of  the  percentage  in  aggregate  principal  amount  of  the
Outstanding  Securities specified in this Indenture in connection with such Act,
any Holder of a Security,  the number,  letter or other distinguishing symbol of
which is shown by the evidence to be included in the  Securities  the Holders of
which have consented to such Act, may, by filing written notice with the Trustee
at the  Corporate  Trust  Office and upon proof of ownership as provided in this
Section 1.4, revoke such Holder's consent to such Act so far as it concerns such
Security.

           (h) The  Trustee  may in any  instance  require  further  proof  with
respect to any of the matters  referred  to in this  Section 1.4 so long as this
request is a reasonable one.

           Section 1.5.  NOTICES,  ETC.,  TO TRUSTEE AND  COMPANY.  Any request,
demand,  authorization,  direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with

                (1)  the  Trustee  by any  Holder  or by the  Company  shall  be
        sufficient  for every  purpose  hereunder if made,  given,  furnished or
        filed in writing to or with the Trustee at its  Corporate  Trust Office,
        Attention: [__________], or


<PAGE>

                (2)  the  Company  by the  Trustee  or by any  Holder  shall  be
        sufficient  for  every  purpose   hereunder   (unless  otherwise  herein
        expressly  provided)  if in  writing  and  mailed,  first-class  postage
        prepaid,  to the Company  addressed to it at 2929 Allen  Parkway,  Suite
        2010,  Houston,  Texas 77019,  Attention:  Chief  Executive  Officer and
        General  Counsel  or at any other  address  furnished  in writing to the
        Trustee by the Company prior to the mailing thereof.

           Section 1.6. NOTICE TO HOLDERS; WAIVER. Where this Indenture provides
for notice to Holders of any event,  (i) if any of the  Securities  affected  by
such event are Registered  Securities,  such notice to the Holders thereof shall
be sufficiently  given (unless otherwise herein expressly  provided or otherwise
agreed to by a Holder) if in writing and mailed, first-class postage prepaid, to
each such Holder  affected  by such  event,  at his address as it appears in the
Register,  within the time  prescribed for the giving of such notice and (ii) if
any of the Securities  affected by such event are Bearer  Securities,  notice to
the Holders thereof shall be sufficiently  given (unless  otherwise herein or in
the terms of such Bearer Securities  expressly provided) if published once in an
Authorized Newspaper in New York, New York, and in such other city or cities, if
any, as may be specified as contemplated by Section 3.1(5).

           In any case where  notice to Holders  is given by mail,  neither  the
failure to mail such  notice,  nor any  defect in any  notice so mailed,  to any
particular  Holder shall affect the  sufficiency  of such notice with respect to
other  Holders of  Registered  Securities  or the  sufficiency  of any notice to
Holders of Bearer  Securities given as provided herein. In any case where notice
is given to Holders by publication,  neither the failure to publish such notice,
nor any defect in any notice so published,  shall affect the sufficiency of such
notice with respect to other Holders of Bearer  Securities or the sufficiency of
any notice to Holders of Registered  Securities  given as provided  herein.  Any
notice mailed to a Holder in the manner herein  prescribed shall be conclusively
deemed to have been received by such Holder, whether or not such Holder actually
receives such notice.

           If by reason of the  suspension  of regular mail service or by reason
of any other  cause it shall be  impracticable  to give such  notice as provided
above,  then such notification as shall be made with the approval of the Trustee
shall constitute a sufficient notification for every purpose hereunder. If it is
impossible or, in the opinion of the Trustee,  impracticable  to give any notice
by  publication  in the manner herein  required,  then such  publication in lieu
thereof as shall be made with the  approval of the Trustee  shall  constitute  a
sufficient publication of such notice.

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

           Where this Indenture  provides for notice in any manner,  such notice
may be waived in writing by the Person  entitled to receive such notice,  either
before or after the  event,  and such  waiver  shall be the  equivalent  of such
notice.  Waivers of notice by Holders shall be filed with the Trustee,  but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.


<PAGE>

           Section 1.7. 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 1.8. SUCCESSORS AND ASSIGNS.  All covenants and agreements in
this Indenture by the Company shall bind its successors and assigns,  whether so
expressed or not.

           Section 1.9. SEPARABILITY. In case any provision of this Indenture or
the  Securities  shall be  invalid,  illegal  or  unenforceable,  the  validity,
legality and enforceability of the remaining  provisions shall not in any way be
affected or impaired thereby.

           Section 1.10. BENEFITS OF INDENTURE.  Nothing in this Indenture or in
the Securities,  expressed or implied,  shall give to any Person, other than the
parties hereto, any Registrar,  any Paying Agent and their successors  hereunder
and the Holders,  any benefit or any legal or equitable  right,  remedy or claim
under this Indenture.

           Section 1.11.  GOVERNING LAW. THIS INDENTURE,  THE SECURITIES AND ANY
COUPONS  APPERTAINING  THERETO  SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.  This  Indenture is subject to the Trust
Indenture Act and if any provision  hereof  limits,  qualifies or conflicts with
the duties  imposed  on any  person by the  provision  of  Sections  310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

           Section 1.12. LEGAL HOLIDAYS.  Unless otherwise specified pursuant to
Section 3.1 or in any  Security,  in any case where any Interest  Payment  Date,
Redemption Date,  sinking fund payment date,  Stated Maturity or Maturity of any
Security   shall  not  be  a  Business  Day  at  any  Place  of  Payment,   then
(notwithstanding any other provision of this Indenture or any Security or coupon
other than a provision in the Securities of any series which specifically states
that such provision  shall apply in lieu of this Section)  payment of principal,
premium,  if any, or interest  need not be made at such Place of Payment on such
date,  but may be made on the  next  succeeding  Business  Day at such  Place of
Payment with the same force and effect as if made on such date; PROVIDED that no
interest  shall  accrue on the amount so payable  for the period  from and after
such Interest Payment Date,  Redemption Date,  sinking fund payment date, Stated
Maturity or Maturity,  as the case may be, to such  Business Day if such payment
is made or duly provided for on such Business Day.

           Section 1.13.  TRUSTEE TO ESTABLISH  RECORD DATES.  The Trustee shall
fix a record date for the purpose of determining  the Holders  entitled to make,
give or take any request,  demand,  authorization,  direction,  notice, consent,
waiver or other action provided in this Indenture to be made,  given or taken by
Holders.  If such a record  date is fixed,  the  Holders on such record date and
only such Holders, shall be entitled to make, give or take such request, demand,
authorization,  direction,  notice,  consent, waiver or other action, whether or
not such Holders remain Holders after such record date. No such request, demand,
authorization, direction, notice, consent, waiver or other action shall be valid
or effective if made, given or taken more than 90 days after such record date.


<PAGE>

           Section 1.14. NO SECURITY INTEREST CREATED. Nothing in this Indenture
or in the Securities or coupons, if any, express or implied,  shall be construed
to constitute a security  interest under the Uniform  Commercial Code or similar
legislation, as now or hereafter enacted and in effect in any jurisdiction where
property of the Company or its Subsidiaries is or may be located.

           Section 1.15.  LIABILITY SOLELY  CORPORATE.  No recourse shall be had
for the payment of the principal of (or premium,  if any) or the interest on any
Securities  or coupons,  if any,  or any part  thereof,  or of the  indebtedness
represented  thereby,  or upon any  obligation,  covenant or  agreement  of this
Indenture,  against any  incorporator,  or against any  stockholder,  officer or
director, as such, past, present or future, of the Company (or any incorporator,
stockholder,  officer or director of any predecessor or successor  corporation),
either  directly or through the Company (or any such  predecessor  or  successor
corporation),  whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise; it being expressly
agreed and understood that this Indenture and all the Securities and coupons, if
any, are solely corporate obligations, and that no personal liability whatsoever
shall attach to, or be incurred by, any such incorporator,  stockholder, officer
or  director,  past,  present or future,  of the Company  (or any  incorporator,
stockholder,   officer  or  director  of  any  such   predecessor  or  successor
corporation),  either  directly  or  indirectly  through the Company or any such
predecessor  or  successor  corporation,  because  of  the  indebtedness  hereby
authorized or under or by reason of any of the obligations,  covenants, promises
or  agreements  contained  in  this  Indenture  or in any of the  Securities  or
coupons,  if any,  or to be implied  herefrom  or  therefrom;  and that any such
personal  liability is hereby  expressly  waived and released as a condition of,
and as part of the  consideration  for, the execution of this  Indenture and the
issue of Securities; PROVIDED, HOWEVER, that nothing herein or in the Securities
or  coupons,  if any,  contained  shall be taken to prevent  recourse to and the
enforcement  of the  liability,  if any, of any  stockholder  or  subscriber  to
capital stock upon or in respect of the shares of capital stock not fully paid.


                                    ARTICLE 2

                                 SECURITY FORMS

           Section 2.1. FORMS  GENERALLY.  The Securities of each series and the
coupons,  if any, to be attached  thereto  shall be in  substantially  such form
(including  global  form) as shall be  established  by or pursuant to  authority
granted in a Board Resolution or in one or more indentures  supplemental hereto,
in each case with such  appropriate  insertions,  omissions,  substitutions  and
other  variations as are required or permitted by this  Indenture,  and may have
such  letters,  numbers or other  marks of  identification  and such  legends or
endorsements  placed  thereon as may be required to comply with the rules of any
securities  exchange or as may,  consistently  herewith,  be  determined  by the
officers  executing such  Securities and coupons,  if any, as evidenced by their
execution of the Securities and coupons, if any. If temporary  Securities of any
series are issued as  permitted  by Section  3.4, the form thereof also shall be
established  as provided in the preceding  sentence.  If the forms of Securities
and  coupons,  if any, of any series are  established  by or pursuant to a Board


<PAGE>

Resolution,  such Board Resolution (and, if applicable, an Officer's Certificate
certifying  the  action  taken  pursuant  to such  Board  Resolution)  shall  be
delivered  to the  Trustee  at or prior to the  delivery  of the  Company  Order
contemplated  by  Section  3.3  for  the  authentication  and  delivery  of such
Securities.

           Unless  otherwise  specified as  contemplated  by Section 3.1, Bearer
Securities shall have interest coupons attached.

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

           Section 2.2. FORM OF TRUSTEE'S  CERTIFICATE  OF  AUTHENTICATION.  The
Trustee's  certificate of authentication shall be in substantially the following
form:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

           This  is  one  of  the  Securities  of  a  series  issued  under  the
within-mentioned Indenture.

Dated:                                     [______________________], as Trustee

                                            By_________________________________
                                              Authorized Signatory


           Section 2.3.  SECURITIES IN GLOBAL FORM. If Securities of or within a
series are issuable in whole or in part in temporary or definitive  global form,
as specified as contemplated by Section 3.1, then, notwithstanding clause (8) of
Section  3.1(b) and the  provisions  of Section  3.2,  any such  Security  shall
represent  such  of the  Outstanding  Securities  of such  series  as  shall  be
specified  therein and may provide that it shall represent the aggregate  amount
of  Outstanding  Securities  from  time to time  endorsed  thereon  and that the
aggregate amount of Outstanding  Securities represented thereby may from time to
time be reduced to reflect  exchanges.  Any  endorsement of a 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 by the Trustee in such manner and upon instructions  given by such
Person or Persons as shall be  specified  therein or in the Company  Order to be
delivered  to the  Trustee  pursuant  to  Section  3.3 or  3.4.  Subject  to the
provisions  of Section 3.3 and, if  applicable,  Section 3.4, 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 in the
applicable  Company  Order.  Any  instructions  by the Company  with  respect to
endorsement  or delivery or  redelivery of a Security in global form shall be in
writing but need not comply with Section 1.2 hereof and need not be  accompanied
by an Opinion of Counsel.

           The  provisions  of the last  paragraph of Section 3.3 shall apply to
any  Security in global form if such  Security  was never issued and sold by the
Company  and the Company  delivers  to the  Trustee the  Security in global form
together with written  instructions  (which need not comply with Section 1.2 and
need not be  accompanied  by an Opinion of Counsel) with regard to the reduction


<PAGE>

in the principal  amount of Securities  represented  thereby,  together with the
written statement contemplated by the last paragraph of Section 3.3.

           Notwithstanding  the  provisions  of  Sections  2.1 and  3.7,  unless
otherwise  specified as  contemplated  by Section 3.1,  payment of principal of,
premium, if any, and interest, if any, on any Security in definitive global form
shall be made to the Person or Persons specified therein.


                                    ARTICLE 3

                                 THE SECURITIES

           Section 3.1. AMOUNT UNLIMITED;  ISSUABLE IN SERIES. (a) The aggregate
principal amount of Securities  which may be  authenticated  and delivered under
this  Indenture is unlimited.  The Securities may be issued from time to time in
one or more series.

           (b) The  following  matters  shall be  established  and  (subject  to
Section  3.3) set  forth,  or  determined  in the  manner  provided,  in a Board
Resolution,  and, in the case of matters established or determined pursuant to a
Board Resolution,  set forth in an Officer's  Certificate  certifying the action
taken pursuant to such Board Resolution,  or one or more indentures supplemental
hereto:

                (1) the title of the Securities of the series (which title shall
        distinguish the Securities of the series from all other Securities);

                (2)  any  limit  upon  the  aggregate  principal  amount  of the
        Securities of the series which may be authenticated  and delivered under
        this  Indenture  (which  limit  shall  not  pertain  to  (i)  Securities
        authenticated  and  delivered  upon  registration  of transfer of, or in
        exchange for, or in lieu of, other  Securities of the series pursuant to
        Section  3.4,  3.5,  3.6,  8.6 or 10.7 and (ii)  any  Securities  which,
        pursuant to the last  paragraph of Section 3.3, are deemed never to have
        been authenticated and delivered hereunder);

                (3) the  date or dates on which  or  periods  during  which  the
        Securities  of the series  may be issued,  and the date or dates (or the
        method of determination thereof) on which the principal of (and premium,
        if any, on) the Securities of such series are or may be payable  (which,
        if so provided in such Board Resolution or supplemental  indenture,  may
        be  determined  by the  Company  from  time to time and set forth in the
        Securities of the series issued from time to time);

                (4) the  rate or rates at which  the  Securities  of the  series
        shall bear interest,  if any, or the method of calculating  such rate or
        rates of  interest,  the date or dates from which  such  interest  shall
        accrue (which,  if so provided in such Board  Resolution or supplemental
        indenture,  may be  determined  by the Company from time to time and set
        forth in the  Securities  of the series issued from time to time) or the
        method by which such date or dates  shall be  determined,  the  Interest
        Payment Dates on which any such interest shall be payable (or the method
        of  determination  thereof) and, with respect to Registered  Securities,


<PAGE>

        the  Regular  Record  Date,  if any,  for the  interest  payable  on any
        Registered Security on any Interest Payment Date;

                (5) the place or places  where,  subject  to the  provisions  of
        Section 9.2, the principal of, premium, if any, and interest, if any, on
        Securities of the series shall be payable;  the extent to which,  or the
        manner in which,  any interest payable on any Security in global form on
        an  Interest  Payment  Date will be paid,  if other  than in the  manner
        provided in Section  3.7; and the manner in which any  principal  of, or
        premium,  if any, on, any Security in global form will be paid, if other
        than as set forth elsewhere herein;

                (6) the period or periods within which,  or the date or dates on
        which,  the  price or  prices  at  which,  the  currency  or  currencies
        (including  currency units) in which, and the other terms and conditions
        upon which,  Securities  of the series may be  redeemed,  in whole or in
        part,  at the option of the  Company  and,  if other than as provided in
        Section  10.3,  the manner in which the  particular  Securities  of such
        series (if less than all  Securities  of such series are to be redeemed)
        are to be selected for redemption;

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

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

                (9) if other than Dollars, the currency or currencies (including
        currency  units)  in  which  the  principal  of,  premium,  if any,  and
        interest,  if any, on the Securities of the series shall be payable,  or
        in  which  the  Securities  of the  series  shall  be  denominated,  the
        particular provisions applicable thereto in accordance with, in addition
        to, or in lieu of the  provisions  of  Section  3.11,  and  whether  the
        Securities of the series may be satisfied and  discharged  other than as
        provided in Article 4;

                (10) if the  payments  of  principal  of,  premium,  if any,  or
        interest, if any, on the Securities of the series are to be made, at the
        election  of the  Company  or a  Holder,  in a  currency  or  currencies
        (including  currency units) other than that in which such Securities are
        denominated  or  designated  to be payable,  the currency or  currencies
        (including  currency  units) in which such payments are to be made,  the
        terms  and  conditions  of such  payments  and the  manner  in which the
        exchange rate with respect to such  payments  shall be  determined,  the
        particular provisions applicable thereto in accordance with, in addition
        to, or in lieu of the  provisions  of  Section  3.11,  and  whether  the
        Securities of the series may be satisfied and  discharged  other than as
        provided in Article 4;


<PAGE>

                (11) if the amount of payments of principal of, premium, if any,
        and  interest,  if  any,  on the  Securities  of  the  series  shall  be
        determined  with  reference to an index,  formula or other method (which
        index, formula or method may be based, without limitation, on a currency
        or currencies  (including  currency  units) other than that in which the
        Securities of the series are  denominated  or designated to be payable),
        the  index,  formula  or other  method by which  such  amounts  shall be
        determined;

                (12) if other than the principal amount thereof,  the portion of
        the  principal  amount of such  Securities  of the series which shall be
        payable  upon  declaration  of  acceleration  of  the  Maturity  thereof
        pursuant  to Section  5.2 or the method by which such  portion  shall be
        determined;

                (13) if other than as  provided  in Section  3,7,  the Person to
        whom any  interest on any  Registered  Security  of the series  shall be
        payable, the manner in which, or the Person to whom, any interest on any
        Bearer  Securities  of the series  shall be  payable,  and the extent to
        which, or the manner in which (including any  certification  requirement
        and other terms and conditions  under which),  any interest payable on a
        temporary or definitive global Security on an Interest Payment Date will
        be paid if other than in the manner  provided in Section 2.3 and Section
        3.4, as applicable;

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

                (15) any deletions  from,  modifications  of or additions to the
        Events of Default set forth in Section 5.1 or  covenants  of the Company
        set forth in Article 9 pertaining to the Securities of the series;

                (16) the circumstances, if any, under which the Company will pay
        additional amounts on the Securities of that series held by a Person who
        is not a U.S. Person in respect of taxes or similar charges  withheld or
        deducted and, if so,  whether the Company will have the option to redeem
        such Securities  rather than pay such additional  amounts (and the terms
        of any such option);

                (17)  whether  Securities  of the series  shall be  issuable  as
        Registered  Securities or Bearer  Securities  (with or without  interest
        coupons), or both, and any restrictions applicable to the offering, sale
        or  delivery  of Bearer  Securities  and,  if other than as  provided in
        Section 3.5, the terms upon which Bearer  Securities  of a series may be
        exchanged for Registered Securities of the same series and vice versa;

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

                (19) the  applicability,  if any, to the Securities of or within
        the series of Sections 4.4 and 4.5, or such other means of defeasance or
        covenant  defeasance as may be specified for the Securities and coupons,
        if any, of such series, and whether,  for the purpose of such defeasance


<PAGE>

        or covenant defeasance,  the term "Government Obligations" shall include
        obligations  referred  to in the  definition  of such term which are not
        obligations of the United States or an agency or  instrumentality of the
        United States;

                (20) if other than the Trustee,  the  identity of the  Registrar
        and any Paying Agent;

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

                (22) whether  Securities  of the series shall be issued in whole
        or in part in  temporary or  definitive  global form and, if so, (i) the
        initial  Depositary for such global  Securities  (which Depositary shall
        have the qualifications set forth in Section 3.3) and (ii) if other than
        as  provided  in Section  3.4 or 3.5,  as  applicable,  whether  and the
        circumstances   under  which  beneficial  owners  of  interests  in  any
        Securities  of the series in  temporary  or  definitive  global form may
        exchange such  interests for Securities of such series and of like tenor
        of any authorized form and denomination;

                (23) if Bearer  Securities  of the series are to be issued,  (x)
        whether  interest in respect of any  portion of a temporary  Security in
        global form  (representing  all of the Outstanding  Bearer Securities of
        the series) payable in respect of any Interest Payment Date prior to the
        exchange of such  temporary  Security for  definitive  Securities of the
        series  shall be paid to any clearing  organization  with respect to the
        portion of such  temporary  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, and (y) the terms upon
        which  interests  in such  temporary  Security  in  global  form  may be
        exchanged for  interests in a definitive  Security in global form or for
        definitive  Securities of the series and the terms upon which  interests
        in a definitive  Security in global form,  if any, may be exchanged  for
        definitive Securities of the series; and

                (24) if other  than as  provided  in  Article  12, the terms and
        conditions under which the Securities will be subordinated to the Senior
        Indebtedness of the Company; and

                (25) any other  terms of the series  (which  terms  shall not be
        inconsistent with the provisions of this Indenture), including any terms
        which may be  required  by or  advisable  under  United  States  laws or
        regulations or advisable in connection  with the marketing of Securities
        of the series.

           (c)  All   Securities  of  any  one  series  and  coupons,   if  any,
appertaining  to any Bearer  Securities  of such series  shall be  substantially
identical  except as to  denomination,  the terms of redemption  and the rate or
rates of interest (or method of determining  the rate of interest),  if any, and
Stated Maturity,  the date from which interest,  if any, shall accrue and except
as may otherwise be provided,  or determined  pursuant to the authority granted,
in a  Board  Resolution  pursuant  to  this  Section  3.1  or  in  an  indenture


<PAGE>

supplemental  hereto. All Securities of any one series need not be issued at the
same time and, unless otherwise provided, a series may be reopened,  without the
consent of the Holders, for issuances of additional Securities of such series or
for the establishment of additional terms with respect to the Securities of such
series.

           (d) If any  of  the  terms  of  the  Securities  of  any  series  are
established by action taken pursuant to a Board Resolution, a copy of such Board
Resolution  shall be delivered to the Trustee at or prior to the delivery of the
Officer's Certificate of the Company, setting forth, or providing the manner for
determining,  the terms of the  Securities  of such series,  and an  appropriate
record of any action taken pursuant  thereto in connection  with the issuance of
any  Securities  of such series shall be  delivered to the Trustee  prior to the
authentication  and delivery  thereof.  With respect to  Securities  of a series
subject  to  a  Periodic   Offering,   such  Board   Resolutions  and  Officer's
Certificates may provide general terms for Securities of such series and provide
either that the specific terms of particular  Securities of such series shall be
specified  in a Company  Order,  or that such terms shall be  determined  by the
Company, or one or more of its agents,  designated in its Officer's  Certificate
or Board  Resolution,  in accordance  with the Company Order, as contemplated by
the first proviso of the third paragraph of Section 3.3.

           Section 3.2. DENOMINATIONS. Unless otherwise provided as contemplated
by Section  3.1,  any  Registered  Securities  of a series  shall be issuable in
denominations  of  $1,000  and any  integral  multiple  thereof  and any  Bearer
Securities of a series shall be issuable in denominations of $5,000.

           Section  3.3.   EXECUTION,   AUTHENTICATION,   DELIVERY  AND  DATING.
Securities  shall be executed  on behalf of the  Company by its  Chairman of the
Board or  President  and attested to by its  Secretary  or one of its  Assistant
Secretaries.  The  Company's  seal  shall be  affixed  to the  Securities,  or a
facsimile of such seal shall be engraved,  printed,  or otherwise  reproduced on
the Securities.  The signatures of such officers on the Securities may be manual
or facsimile. The coupons, if any, of Bearer Securities shall bear the facsimile
signature of the Chairman of the Board or President and shall be attested by the
Secretary of the Company.

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

           At  any  time  and  from  time  to  time,  the  Company  may  deliver
Securities,  together  with any  coupons  appertaining  thereto,  of any  series
executed  by the  Company to the Trustee  for  authentication,  together  with a
Company Order for the  authentication  and delivery of such Securities,  and the
Trustee in accordance with the Company Order shall authenticate and deliver such
Securities;  PROVIDED,  HOWEVER,  that in the case of  Securities  offered  in a
Periodic  Offering,  the Trustee shall  authenticate and deliver such Securities
from time to time in accordance with such other procedures  (including,  without
limitation,  the receipt by the Trustee of oral or electronic  instructions from
the  Company or its duly  authorized  agents,  promptly  confirmed  in  writing)
acceptable  to the Trustee as may be specified by or pursuant to a Company Order
delivered  to the  Trustee  prior to the  time of the  first  authentication  of


<PAGE>

Securities of such series; PROVIDED,  FURTHER, that, in connection with its sale
during the "restricted period" (as defined in Section  1.163-5(c)(2)(i)(D)(7) of
the United States Treasury  Regulations),  no Bearer Security shall be mailed or
otherwise  delivered to any location in the United States. If any Security shall
be  represented by a definitive  Security in global form,  then, for purposes of
this Section and Section 3.4,  the  notation of a  beneficial  owner's  interest
therein upon original issuance of such Security or upon exchange of a portion of
a temporary Security in global form shall be deemed to be delivery in connection
with  the  original  issuance  of  such  beneficial  owner's  interest  in  such
definitive  Security in global form.  Except as permitted by Section 3.6 or 3.7,
the Trustee shall not  authenticate  and deliver any Bearer  Security unless all
coupons for interest then matured have been detached and cancelled.

           If the  form  or  terms  of the  Securities  of a  series  have  been
established  by or  pursuant  to one or  more  Board  Resolutions  or  Officer's
Certificates  as  permitted  by  Sections  2.1 and 3.1, in  authenticating  such
Securities and accepting the additional responsibilities under this Indenture in
relation  to such  Securities,  the Trustee  shall be  entitled to receive,  and
(subject  to Section  315(a)  through (d) of the Trust  Indenture  Act) shall be
fully protected in relying upon, an Opinion of Counsel stating,

                (1) all  instruments  furnished by the Company to the Trustee in
        connection with the  authentication  and delivery of such Securities and
        coupons  conform to the  requirements  of this  Indenture and constitute
        sufficient  authority  hereunder  for the  Trustee to  authenticate  and
        deliver such Securities and coupons;

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

                (3) the  execution and delivery of such  Securities  and coupons
        have been  duly  authorized  by all  necessary  corporate  action of the
        Company and such  Securities  and coupons have been duly executed by the
        Company, and that such Securities together with any coupons appertaining
        thereto,  when  authenticated and delivered by the Trustee and issued by
        the Company in the manner and  subject to any  conditions  specified  in
        such  Opinion of Counsel,  will  constitute  valid and  legally  binding
        obligations of the Company,  enforceable in accordance with their terms,
        subject to applicable bankruptcy,  insolvency and similar laws affecting
        creditors'  rights  generally  and  subject,  as to  enforceability,  to
        general  principles  of equity  (regardless  of whether  enforcement  is
        sought  in a  proceeding  in  equity  or at law)  and  subject  to other
        customary exceptions;

                (4) in the event that the forms or terms of such  Securities and
        coupons have been established in a supplemental indenture, the execution
        and delivery of such supplemental  indenture has been duly authorized by
        all  necessary  corporate  action  of  the  Company,  such  supplemental
        indenture  has been duly  executed  and  delivered  by the Company  and,
        assuming due authorization,  execution and delivery by the Trustee, is a
        valid  and  binding  obligation   enforceable  against  the  Company  in


<PAGE>

        accordance with its terms, subject to applicable bankruptcy,  insolvency
        and similar laws affecting  creditors' rights generally and subject,  as
        to  enforceability,  to  general  principles  of equity  (regardless  of
        whether  enforcement  is sought in a proceeding in equity or at law) and
        subject to other customary exceptions; and

                (5)  the  amount  of  Securities  Outstanding  of  such  series,
        together with the amount of such  Securities,  does not exceed any limit
        established  under  the  terms  of  this  Indenture  on  the  amount  of
        Securities of such series that may be authenticated and delivered;

PROVIDED,  HOWEVER,  that,  with respect to Securities of a series  subject to a
Periodic  Offering,  the Trustee  shall be entitled to receive  such  Opinion of
Counsel  only  once at or  prior  to the  time of the  first  authentication  of
Securities of such series and that the Opinion of Counsel above may state:

                (x) that the forms of such  Securities  have been, and the terms
        of such  Securities  (when  established  by or in  accordance  with such
        procedures as may be specified from time to time in a Company Order, all
        as  contemplated  by and in  accordance  with a Board  Resolution  or an
        Officer's  Certificate pursuant to Section 3.1, as the case may be) will
        have  been,  established  in  conformity  with  the  provisions  of this
        Indenture; and

                (y) that such  Securities,  together  with the coupons,  if any,
        appertaining  thereto,  when (1) executed by the Company, (2) completed,
        authenticated  and  delivered  by the  Trustee in  accordance  with this
        Indenture,  and (3) issued by the  Company in the manner and  subject to
        any  conditions  specified in such Opinion of Counsel,  will  constitute
        valid and legally  binding  obligations  of the Company,  enforceable in
        accordance   with  their  terms,   subject  to  applicable   bankruptcy,
        insolvency and similar laws affecting  creditors'  rights  generally and
        subject,   as  to  enforceability,   to  general  principles  of  equity
        (regardless  of whether  enforcement is sought in a proceeding in equity
        or at law) and subject to other customary exceptions.

           With  respect  to  Securities  of a  series  subject  to  a  Periodic
Offering,  the Trustee may  conclusively  rely, as to the  authorization  by the
Company of any of such Securities,  the form and terms thereof and the legality,
validity, binding effect and enforceability thereof, upon the Opinion of Counsel
and other documents delivered pursuant to Sections 2.1 and 3.1 and this Section,
as applicable, at or prior to the time of the first authentication of Securities
of such series unless and until it has received written  notification  that such
opinion or other documents have been  superseded or revoked.  In connection with
the  authentication and delivery of Securities of a series subject to a Periodic
Offering,   the  Trustee   shall  be  entitled  to  assume  that  the  Company's
instructions  to  authenticate  and deliver such  Securities  do not violate any
rules,  regulations or orders of any  governmental  agency or commission  having
jurisdiction over the Company.

           If the  form  or  terms  of the  Securities  of a  series  have  been
established by or pursuant to one or more Officer's Certificates as permitted by
Sections  2.1  and  3.1,  the  Trustee  shall  have  the  right  to  decline  to
authenticate  such Securities if the issue of such  Securities  pursuant to this
Indenture will adversely  affect the Trustee's own rights,  duties or immunities


<PAGE>

under this Indenture or otherwise in a manner which is not reasonably acceptable
to the Trustee.  Notwithstanding  the generality of the  foregoing,  the Trustee
will  not be  required  to  authenticate  Securities  denominated  in a  Foreign
Currency if the Trustee  reasonably  believes that it would be unable to perform
its duties with respect to such Securities.

           Notwithstanding  the  provisions  of  Section  3.1  and  of  the  two
preceding  paragraphs,  if all of the  Securities  of any  series  are not to be
issued  at one  time,  it  shall  not be  necessary  to  deliver  the  Officer's
Certificate  otherwise  required pursuant to Section 3.1 at or prior to the time
of the  authentication  of each  Security  of  such  series  if  such  Officer's
Certificate  is  delivered  at or  prior  to the  authentication  upon  original
issuance of the first Security of such series to be issued.

           If the  Company  shall  establish  pursuant  to Section  3.1 that the
Securities of a series are to be issued in whole or in part in global form, then
the Company shall execute and the Trustee shall, in accordance with this Section
and the Company Order with respect to such series,  authenticate and deliver one
or more  Securities  in  global  form  that (i)  shall  represent  and  shall be
denominated  in an  amount  equal  to  the  aggregate  principal  amount  of the
Outstanding  Securities  of such series to be  represented  by such  Security or
Securities in global form, (ii) shall be registered,  if a Registered  Security,
in the name of the  Depositary for such Security or Securities in global form or
the nominee of such  Depositary  and (iii) shall be  delivered by the Trustee to
such Depositary or pursuant to such Depositary's instruction.

           Each Depositary  designated  pursuant to Section 3.1 for a Registered
Security in global form must, at the time of designation  and at all times while
it serves as Depositary,  be a clearing agency  registered  under the Securities
Exchange Act of 1934 and any other applicable statute or regulation. The Trustee
shall have no  responsibility  to determine if the  Depositary is so registered.
Each  Depositary  shall enter into an agreement  with the Trustee  governing the
respective  duties and rights of such  Depositary and the Trustee with regard to
Securities issued in global form.

           Each   Registered   Security   shall  be   dated   the  date  of  its
authentication and each Bearer Security (including a Bearer Security represented
by a  temporary  global  Security)  shall be dated as of the date  specified  as
contemplated by Section 3.1.

           No Security or coupon  appertaining  thereto shall be entitled to any
benefits  under this  Indenture or be valid or obligatory  for any purpose until
such Security is  authenticated by the manual signature of one of the authorized
signatories of the Trustee or an  Authenticating  Agent. Such signature upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly  authenticated  and delivered under this Indenture and is entitled
to the  benefits of this  Indenture.  Except as permitted by Section 3.6 or 3.7,
the Trustee shall not  authenticate  and deliver any Bearer  Security unless all
appurtenant coupons for interest then matured have been detached and cancelled.

           Notwithstanding  the  foregoing,  if any  Security  shall  have  been
authenticated and delivered  hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for  cancellation  as
provided in Section 3.9 together with a written statement (which need not comply


<PAGE>

with Section 1.2 and need not be accompanied  by an Opinion of Counsel)  stating
that such  Security  has never  been  issued  and sold by the  Company,  for all
purposes of this  Indenture  such  Security  shall be deemed  never to have been
authenticated and delivered  hereunder and shall not be entitled to the benefits
of this Indenture.

           Section  3.4.  TEMPORARY  SECURITIES.   Pending  the  preparation  of
definitive  Securities of any series,  the Company may execute and, upon Company
Order, the Trustee shall  authenticate and deliver temporary  Securities of such
series which are printed, lithographed,  typewritten,  mimeographed or otherwise
produced, in any authorized  denomination,  substantially of the tenor and form,
with or without coupons, of the definitive  Securities in lieu of which they are
issued and with such appropriate insertions, omissions,  substitutions and other
variations  as  the  officers  executing  such  Securities  may  determine,   as
conclusively  evidenced by their  execution of such  Securities and coupons,  if
any. In the case of Securities of any series,  such temporary  Securities may be
in a global form.

           Except in the case of temporary  Securities  in global form,  each of
which shall be exchanged in accordance with the provisions thereof, if temporary
Securities  of  any  series  are  issued,  the  Company  will  cause  definitive
Securities  of such  series to be prepared  without  unreasonable  delay.  After
preparation of such definitive  Securities,  the temporary  Securities  shall be
exchangeable for such definitive  Securities of like tenor upon surrender of the
temporary  Securities  of such  series at the  office  or agency of the  Company
maintained  pursuant  to  Section  9.2 in a Place of  Payment  for such  series,
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary  Securities  of  any  series  (accompanied  by any  unmatured  coupons
appertaining   thereto),  the  Company  shall  execute  and  the  Trustee  shall
authenticate  and  deliver  in  exchange  therefor  a like  principal  amount of
definitive Securities of the same series of authorized denominations and of like
tenor; PROVIDED,  HOWEVER, that no definitive Bearer Security shall be delivered
in exchange for a temporary Registered Security;  and PROVIDED,  FURTHER that no
definitive Bearer Security shall be delivered in exchange for a temporary Bearer
Security  unless the Trustee  shall have  received  from the person  entitled to
receive the definitive  Bearer Security a certificate  substantially in the form
approved in the Board Resolution or Officer's  Certificate  relating thereto and
such deliver shall occur only outside the United States. 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 except as
otherwise specified as contemplated by Section 3.1.

           Section 3.5. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE. (a)
The Company shall cause to be kept at the Corporate  Trust Office of the Trustee
or in any office or agency to be maintained  by the Company in  accordance  with
Section 9.2 in a Place of Payment a register (the "Register") in which,  subject
to such  reasonable  regulations as it may prescribe,  the Company shall provide
for the registration of Registered  Securities and the registration of transfers
of  Registered  Securities.  The Register  shall be in written form or any other
form capable of being converted into written form within a reasonable  time. The
Trustee  is  hereby  appointed   "Registrar"  for  the  purpose  of  registering
Registered Securities and transfers of Registered Securities as herein provided.


<PAGE>

           Upon  surrender  for  registration  of  transfer  of  any  Registered
Security  of any series at the office or agency  maintained  pursuant to Section
9.2 in a Place of Payment for that series,  the Company shall  execute,  and the
Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Registered Securities of the same series, of any
authorized  denominations,  of a like aggregate  principal  amount and tenor and
with like terms and conditions.

           Bearer  Securities  or any  coupons  appertaining  thereto  shall  be
transferable by delivery.

           At the  option of the  Holder,  Registered  Securities  of any series
(except a  Registered  Security  in  global  form)  may be  exchanged  for other
Registered Securities of the same series, of any authorized denominations and of
a like aggregate  principal  amount  containing  identical terms and provisions,
upon  surrender of the  Registered  Securities to be exchanged at such office or
agency.  Whenever any Registered Securities are so surrendered for exchange, the
Company shall  execute,  and the Trustee  shall  authenticate  and deliver,  the
Registered  Securities  which the Holder  making the  exchange  is  entitled  to
receive.  Unless  otherwise  specified as  contemplated  by Section 3.1,  Bearer
Securities may not be issued in exchange for Registered Securities.

           (b) Unless otherwise specified as contemplated by Section 3.1, to the
extent  permitted by law, at the option of the Holder,  Bearer  Securities  of a
series may be exchanged for  Registered  Securities  (if the  Securities of such
series  are  issuable  in  registered  form) or  Bearer  Securities  (if  Bearer
Securities  of such series are issuable in more than one  denomination  and such
changes are  permitted  by such series) of the same  series,  of any  authorized
denominations and of like tenor and aggregate  principal amount,  upon surrender
of the Bearer Securities to be exchanged at any such office or agency,  with all
unmatured  coupons and all matured coupons in default thereto  appertaining.  If
the Holder of a Bearer  Security is unable to produce any such unmatured  coupon
or coupons  or  matured  coupon or coupons  in  default,  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 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 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 9.2,
interest  represented  by coupons  shall be payable only upon  presentation  and
surrender  of those  coupons at an office or agency  located  outside the United
States. Notwithstanding the foregoing, in case any Bearer Security of any series
is  surrendered  at any such  office  or  agency in  exchange  for a  Registered
Security of the same series 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


<PAGE>

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, will
not be payable on such Interest  Payment Date or proposed  date for payment,  as
the case may be, in respect of the  Registered  Security  issued in exchange for
such Bearer  Security,  but will be payable  only to the Holder of such  coupon,
when due in accordance with the provisions of this Indenture.  The Company shall
execute, and the Trustee shall authenticate and deliver, the Registered Security
or Securities which the Holder making the exchange is entitled to receive.

           Notwithstanding the foregoing,  the exchange of Bearer Securities for
Registered  Securities will be subject to the provisions of United States income
tax laws and regulations  applicable to Securities in effect at the time of such
exchange.

           (c) Except as  otherwise  specified  pursuant  to Section  3.1, in no
event may Registered  Securities,  including  Registered  Securities received in
exchange for Bearer Securities, be exchanged for Bearer Securities.

           (d) If the Company shall  establish  pursuant to Section 3.1 that the
Registered  Securities  of a series  are to be issued in whole or in part in the
form of one or more  Securities  in global form,  then the Company shall execute
and the Trustee shall, in accordance with Section 3.3 and the Company Order with
respect to such  series,  authenticate  and  deliver one or more  Securities  in
global form in temporary or definitive  form that (i) shall  represent and shall
be  denominated  in an amount  equal to the  aggregate  principal  amount of the
Outstanding  Securities  of  such  series  to be  represented  by  one  or  more
Securities  in  global  form,  (ii)  shall  be  registered  in the  name  of the
Depositary for such Security or Securities in global form or the nominee of such
Depositary, and (iii) shall bear a legend substantially to the following effect:
"This Security may not be  transferred  except as a whole by the Depositary to a
nominee of the Depositary or by a nominee of the Depositary to the Depositary or
another  nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary, unless and until
this  Security is exchanged  in whole or in part for  Securities  in  definitive
form."

           Notwithstanding  any other  provision  (other than the provisions set
forth in the seventh and eighth  paragraphs  of this  Section) of this  Section,
unless  and  until  it is  exchanged  in  whole  or in part  for  Securities  in
certificated  form, a Security in global form  representing  all or a portion of
the  Securities  of a series  may not be  transferred  except  as a whole by the
Depositary  for such series to a nominee of such  Depositary  or by a nominee of
such  Depositary to such  Depositary or another nominee of such Depositary or by
such Depositary or any such nominee to a successor Depositary for such series or
a nominee of such successor Depositary.

           If at any time the Depositary for the Securities of a series notifies
the Company  that it is unwilling  or unable to continue as  Depositary  for the
Securities of such series or if at any time the Depositary for the Securities of
such series shall no longer be eligible  under  Section  3.3, the Company  shall
appoint a successor Depositary with respect to the Securities of such series. If


<PAGE>

a successor Depositary for the Securities of such series is not appointed by the
Company within 90 days after the issuer receives such notice or becomes aware of
such  ineligibility,  the  Company's  election  pursuant to Section 3.1 shall no
longer be  effective  with  respect  to the  Securities  of such  series and the
Company shall execute, and the Trustee,  upon receipt of a Company Order for the
authentication  and delivery of  certificated  Securities of such series of like
tenor, shall authenticate and deliver Securities of such series of like tenor in
certificated  form, in authorized  denominations  and in an aggregate  principal
amount  equal to the  principal  amount of the  Security or  Securities  of such
series of like tenor in global form in exchange for such  Security or Securities
in global form.

           The Company  may at any time in its sole  discretion  determine  that
Securities of a series issued in global form shall no longer be  represented  by
such a Security or Securities  in global form. In such event,  the Company shall
execute, and the Trustee, upon receipt of a Company Order for the authentication
and  delivery of  certificated  Securities  of such series of like tenor,  shall
authenticate   and  deliver,   Securities  of  such  series  of  like  tenor  in
certificated  form, in authorized  denominations  and in an aggregate  principal
amount  equal to the  principal  amount of the  Security or  Securities  of such
series of like tenor in global form in exchange for such  Security or Securities
in global form.

           If specified by the Company pursuant to Section 3.1 with respect to a
series of Securities, the Depositary for such series may surrender a Security in
global form of such series in  exchange  in whole or in part for  Securities  of
such series in certificated  form on such terms as are acceptable to the Company
and such Depositary. Thereupon, the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge:

                (i)  to  each  person   specified  by  such   Depositary  a  new
        certificated Security or Securities of the same series of like tenor, of
        any  authorized  denomination  as  requested by such Person in aggregate
        principal  amount equal to and in exchange for such Person's  beneficial
        interest in the Security in global form; and

                (ii) to such  Depositary  a new  Security in global form of like
        tenor in a denomination  equal to the  difference,  if any,  between the
        principal  amount of the  surrendered  Security  in global  form and the
        aggregate  principal  amount of  certificated  Securities  delivered  to
        Holders thereof.

           Upon the  exchange  of a Security in global  form for  Securities  in
certificated  form,  such  Security  in global  form shall be  cancelled  by the
Trustee.  Unless expressly provided with respect to the Securities of any series
that such  Security  may be  exchanged  for  Bearer  Securities,  Securities  in
certificated  form issued in exchange for a Security in global form  pursuant to
this  Section  shall  be  registered  in  such  names  and  in  such  authorized
denominations  as the Depositary  for such Security in global form,  pursuant to
instructions  from its  direct or  indirect  participants  or  otherwise,  shall
instruct the Trustee.  The Trustee shall deliver such  Securities to the Persons
in whose names such Securities are so registered.

           Whenever any Securities  are  surrendered  for exchange,  the Company
shall execute,  and the Trustee shall  authenticate and deliver,  the Securities
which the Holder making the exchange is entitled to receive.


<PAGE>

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

           Every Registered  Security  presented or surrendered for registration
of transfer or for exchange shall (if so required by the Company,  the Registrar
or the Trustee) be duly endorsed,  or be accompanied by a written  instrument of
transfer in form  satisfactory  to those of the Company,  the  Registrar and the
Trustee  requiring  such written  instrument  of transfer  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
for any  exchange of  Securities,  but the Company may require  payment of a sum
sufficient to cover any tax or other governmental  charge that may be imposed in
connection with any  registration  of transfer or exchange of Securities,  other
than exchanges pursuant to Section 3.4 or 10.7 not involving any transfer.

           The Company shall not be required (i) to issue, register the transfer
of, or exchange any Securities of any  particular  series and tenor for a period
beginning at the opening of business 15 days before any selection for redemption
of  Securities  of such  series  and of like  tenor  and  ending at the close of
business on the earliest  date on which the  relevant  notice of  redemption  is
deemed to have been given to all Holders of Securities of like tenor and of such
series  to be  redeemed;  (ii) to  register  the  transfer  of or  exchange  any
Registered Security so selected for redemption,  in whole or in part, except the
unredeemed  portion of any Security being redeemed in part; or (iii) to exchange
any Bearer  Security  so  selected  for  redemption,  except  that such a Bearer
Security  may be  exchanged  for a  Registered  Security of that series and like
tenor;   PROVIDED  that  such  Registered   Security  shall  be   simultaneously
surrendered for redemption.

           Section 3.6.  REPLACEMENT  SECURITIES.  If a mutilated  Security or a
Security  with a  mutilated  coupon  appertaining  to it is  surrendered  to the
Trustee,  together  with, in proper cases,  such security or indemnity as may be
required  by the  Company  or the  Trustee  to save each of them  harmless,  the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a replacement  Registered Security, if such surrendered Bearer Security
was a  Registered  Security,  or a  replacement  Bearer  Security  with  coupons
corresponding to the coupons appertaining to the surrendered  Security,  if such
surrendered Security was a Bearer Security, of the same series, principal amount
and Stated  Maturity,  containing  identical  terms and provisions and bearing a
number not contemporaneously Outstanding if the Trustee's requirements are met.

           If there  shall be  delivered  to the  Company  and the  Trustee  (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
or Security with a destroyed,  lost or stolen 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 the Trustee shall authenticate and deliver in lieu


<PAGE>

of any such  destroyed,  lost or stolen Security or in exchange for the Security
to which a destroyed,  lost or stolen coupon  appertains  (with all  appurtenant
coupons not destroyed,  lost or stolen),  a replacement  Registered  Security if
such Holder's claim appertains to a Registered Security, or a replacement Bearer
Security  with  coupons   corresponding  to  the  coupons  appertaining  to  the
destroyed,  lost or stolen Bearer  Security or the Bearer Security to which such
lost,  destroyed or stolen coupon appertains,  if such Holder's claim appertains
to a Bearer Security, of the same series,  principal amount and Stated Maturity,
containing   identical   terms  and   provisions   and   bearing  a  number  not
contemporaneously Outstanding, if the Trustee's requirements are met.

           In case any such  mutilated,  destroyed,  lost or stolen  Security or
coupon  has  become or is about to become due and  payable,  the  Company in its
discretion may,  instead of issuing a new Security or coupon,  pay such Security
or coupon;  PROVIDED,  HOWEVER,  that payment of principal of and any premium or
interest on Bearer  Securities  shall,  except as otherwise  provided in Section
9.2, be payable only at an office or agency  located  outside the United  States
and, unless otherwise  specified as contemplated by Section 3.1, any interest on
Bearer  Securities shall be payable only upon  presentation and surrender of the
coupons appertaining thereto.

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

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

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

           Section 3.7.  PAYMENT OF INTEREST;  INTEREST  RIGHTS  PRESERVED.  (a)
Unless otherwise provided as contemplated by Section 3.1,  interest,  if any, on
any  Registered  Security  which  is  payable,  and is  punctually  paid or duly
provided for, on any Interest  Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor  Securities) is registered at the
close of business on the Regular  Record Date for such interest at the office or
agency maintained for such purpose pursuant to Section 9.2;  PROVIDED,  HOWEVER,
that,  at the  option of the  Company,  interest  on any  series  of  Registered
Securities  that bear interest may be paid (i) by check mailed to the address of
the Person  entitled  thereto as it shall  appear on the  Register of Holders of
Securities  of such series or (ii) to the extent  specified as  contemplated  by
Section 3.1, by wire transfer to an account  maintained  by the Person  entitled
thereto as specified in the Register of Holders of Securities of such series.


<PAGE>

           Unless  otherwise  provided  as  contemplated  by  Section  3.1,  (i)
interest,  if any, on Bearer Securities shall be paid only against  presentation
and  surrender of the coupons for such  interest  installments  as are evidenced
thereby as they  mature and (ii)  original  issue  discount,  if any,  on Bearer
Securities  shall  be paid  only  against  presentation  and  surrender  of such
Securities;  in either case at the office of a Paying Agent located  outside the
United States, unless the Company shall have otherwise instructed the Trustee in
writing provided that any such instruction for payment in the United States does
not  cause  any  Bearer  Security  to  be  treated  as a  "registration-required
obligation" under the United States law and regulations.  The interest,  if any,
on any  temporary  Bearer  Security  shall be  paid,  as to any  installment  of
interest  evidenced by a coupon attached  thereto,  only upon  presentation  and
surrender of such coupon and, as to other  installments  of interest,  only upon
presentation  of such  Security  for  notation  thereon  of the  payment of such
interest.  If at the time a payment of principal  of or  interest,  if any, on a
Bearer  Security or coupon  shall  become due, the payment of the full amount so
payable at the office or offices  of all the Paying  Agents  outside  the United
States is illegal or effectively precluded because of the imposition of exchange
controls or other similar restrictions on the payment of such amount in Dollars,
then the Company  may  instruct  the  Trustee to make such  payments at a Paying
Agent located in the United States,  provided that provision for such payment in
the  United  States  would not cause  such  Bearer  Security  to be treated as a
"registration-required obligation" under the United States law and regulations.

           (b) Unless  otherwise  provided as  contemplated  by Section 3.1, any
interest on any Registered  Security of any series which is payable,  but is not
punctually  paid or duly  provided  for, on any  interest  payment  date (herein
called  "Defaulted  Interest") shall forthwith cease to be payable to the Holder
on the relevant  Regular  Record Date by virtue of having been such Holder,  and
such Defaulted Interest may be paid by the Company at its election in each case,
as provided in clause (1) or (2) below:

                (1) The  Company  may  elect to make  payment  of any  Defaulted
        Interest to the Persons in whose names the Registered Securities of such
        series (or their  respective  Predecessor  Securities) are registered at
        the close of business  on a Special  Record Date for the payment of such
        Defaulted  Interest,  which shall be fixed in the following manner.  The
        Company  shall  notify the Trustee in writing of the amount of Defaulted
        Interest  proposed  to be paid on each  Security  of such series and the
        date of the  proposed  payment,  and at the same time the Company  shall
        deposit  with the  Trustee  an  amount of money  equal to the  aggregate
        amount  proposed  to be paid in respect of such  Defaulted  Interest  or
        shall make  arrangements  satisfactory  to the Trustee for such  deposit
        prior to the date of the proposed payment,  such money when deposited to
        be held in  trust  for  the  benefit  of the  Persons  entitled  to such
        Defaulted  Interest in this clause (1)  provided.  Thereupon the Trustee
        shall  fix a  Special  Record  Date for the  payment  of such  Defaulted
        Interest  which shall be not more than 15 days and not less than 10 days
        prior  to the date of the  proposed  payment  and not less  than 10 days
        after the receipt by the Trustee of the notice of the proposed  payment.
        The Trustee shall promptly notify the Company in writing 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


<PAGE>

        Special Record Date therefor to be mailed,  first-class postage prepaid,
        to each Holder of Registered Securities of such series at his address as
        it appears in the Register,  not less than 10 days prior to such Special
        Record Date.  Notice of the proposed payment of such Defaulted  Interest
        and the  Special  Record  Date  therefor  having  been so  mailed,  such
        Defaulted  Interest  shall be paid to the  Persons  in whose  names  the
        Securities of such series (or their respective  Predecessor  Securities)
        are  registered at the close of business on such Special Record Date and
        shall be no longer payable pursuant to the following clause (2).

                (2) The Company may make  payment of any  Defaulted  Interest to
        the Persons in whose names the Registered  Securities of such series (or
        their respective Predecessor  Securities) are registered at the close of
        business on a specified date in any other lawful manner not inconsistent
        with  the  requirements  of  any  securities   exchange  on  which  such
        Securities  may be listed,  and upon such  notice as may be  required by
        such  exchange,  if, after notice given by the Company to the Trustee of
        the proposed payment pursuant to this clause (2), such manner of payment
        shall be deemed practicable by the Trustee.

           (c) Subject to the  foregoing  provisions of this Section and Section
3.5, 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.

           (d) Any Defaulted Interest payable in respect of Bearer Securities of
any series shall be payable  pursuant to such  procedures as may be satisfactory
to the  Trustee in such  manner  that  there is no  discrimination  between  the
Holders of Registered  Securities (if any) and Bearer Securities of such series,
and notice of the payment date  therefor  shall be given by the Trustee,  in the
name and at the expense of the  Company,  in the manner  provided in Section 1.6
not  more  than 25 days  and not  less  than 20 days  prior  to the  date of the
proposed payment.

           Section 3.8.  PERSONS DEEMED OWNERS.  Prior to and at the time of due
presentment  of any  Registered  Security  for  registration  of  transfer,  the
Company,  the  Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Registered Security is registered as the owner of such
Registered  Security  for the  purpose of  receiving  payment of  principal  of,
premium,  if any,  and  (subject to Section  3.7)  interest  on such  Registered
Security and for all other purposes  whatsoever,  whether or not such Registered
Security be overdue,  and neither the Company,  the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary.

           The Company,  the Trustee and any agent of the Company or the Trustee
may treat the bearer of any Bearer  Security and the bearer of any coupon as the
absolute  owner of such Bearer  Security or coupon for the purpose of  receiving
payment  thereof or on account  thereof and for all other  purposes  whatsoever,
whether or not such  Bearer  Security  or coupon be  overdue,  and  neither  the
Company,  the  Trustee  nor any agent of the  Company  or the  Trustee  shall be
affected by notice to the contrary. All payments made to any Holder, or upon his


<PAGE>

order, shall be valid, and, to the extent of the sum or sums paid,  effectual to
satisfy and discharge  the  liability  for moneys  payable upon such Security or
coupon.

           None  of the  Company,  the  Trustee  or any  Agent  shall  have  any
responsibility  or  liability  for any  aspect  of the  records  relating  to or
payments  made on account of  beneficial  ownership  interests  of a Security in
global form, or for  maintaining,  supervising or reviewing any records relating
to such beneficial  ownership  interests.  Notwithstanding  the foregoing,  with
respect to any Security in global form, nothing herein shall prevent the Company
or the Trustee,  or any agent of the Company or the Trustee,  from giving effect
to any written  certification,  proxy or other  authorization  furnished  by any
Depositary  (or its  nominee),  as a Holder,  with  respect to such  Security in
global  form or impair,  as between  such  Depositary  and Owners of  beneficial
interests in such Security in global form, the operation of customary  practices
governing  the  exercise of the rights of such  Depositary  (or its  nominee) as
Holder of such Security in global form.

           The Company  shall have the right to require a Holder,  in connection
with the payment of the principal of, premium, if any, and interest,  if any, on
any Security,  to certify  information to the Company or, in the absence of such
certification,  the Company will be entitled to rely on any legal presumption to
enable the Company to determine its duties and liabilities, if any, to deduct or
withhold taxes, assessments or governmental charges for such payment.

           Section 3.9. CANCELLATION. The Company at any time may deliver to the
Trustee for cancellation any Securities or coupons previously  authenticated and
delivered   hereunder  which  the  Company  may  have  acquired  in  any  manner
whatsoever,  and may deliver to the Trustee (or to any other Person for delivery
to  the  Trustee)  for  cancellation   any  Securities  or  coupons   previously
authenticated  hereunder which the Company has not issued, and all Securities or
coupons so delivered shall be promptly  cancelled by the Trustee.  The Registrar
and any Paying  Agent shall  forward to the Trustee any  Securities  and coupons
surrendered  to them for  replacement,  for  registration  of  transfer,  or for
exchange or payment.  The Trustee  shall cancel all  Registered  Securities  and
matured coupons  surrendered for replacement,  for registration of transfer,  or
for exchange,  payment,  redemption or cancellation and may dispose of cancelled
Securities  and coupons and issue a certificate  of  destruction to the Company.
All Bearer  Securities and unmatured  coupons so delivered  shall be held by the
Trustee and, upon  instruction by the Company Order,  shall be cancelled or held
for reissuance.  Bearer Securities and unmatured coupons held for reissuance may
be reissued  only in exchange  for Bearer  Securities  of the same series and of
like Stated Maturity and with like terms and conditions  pursuant to Section 3.5
or in replacement of mutilated,  lost stolen or destroyed  Bearer  Securities of
the same series and of like Stated  Maturity and with like terms and  conditions
or the  related  coupons  pursuant to Section  3.6.  All Bearer  Securities  and
unmatured  coupons held by the Trustee  pending such  cancellation or reissuance
shall be  deemed to be  delivered  for  cancellation  for all  purposes  of this
Indenture  and the  Securities.  The  Company  may not issue new  Securities  to
replace   Securities   that  it  has  paid  or  delivered  to  the  Trustee  for
cancellation,  except as expressly  permitted by the terms of Securities for any
particular series or as permitted  pursuant to the terms of this Indenture.  All
cancelled  Securities  and coupons held by the Trustee shall be delivered to the


<PAGE>

Company upon Company  Request.  The  acquisition of any Securities or coupons by
the  Company  shall  not  operate  as  a  redemption  or   satisfaction  of  the
indebtedness represented thereby unless and until such Securities or coupons are
surrendered  to the Trustee for  cancellation.  Definitive  Securities in global
form shall not be destroyed until exchanged in full for definitive Securities in
certificated form or until payment thereon is made in full.

           Section 3.10. COMPUTATION OF INTEREST.  Except as otherwise specified
as  contemplated  by Section  3.1,  (i)  interest  on any  Securities  that bear
interest  at a fixed rate shall be  computed  on the basis of a 360-day  year of
twelve 30-day months and (ii) interest on any Securities that bear interest at a
variable  rate shall be computed on the basis of the actual number of days in an
interest period divided by 360.

           Section   3.11.   CURRENCY  AND  MANNER  OF  PAYMENT  IN  RESPECT  OF
SECURITIES.

           (a)  Unless  otherwise  specified  with  respect  to  any  Securities
pursuant to Section 3.1, with respect to Registered Securities of any series not
permitting  the election  provided for in paragraph  (b) below or the Holders of
which have not made the election  provided for in paragraph (b) below,  and with
respect to Bearer Securities of any series,  except as provided in paragraph (d)
below,  payment of the principal of, premium,  if any, and interest,  if any, on
any Registered or Bearer Security of such series will be made in the currency or
currencies or currency unit or units in which such Registered Security or Bearer
Security,  as the case may be, is payable.  The  provisions of this Section 3.11
may be  modified  or  superseded  pursuant  to Section  3.1 with  respect to any
Securities. For all purposes of this Indenture, currency units shall include any
composite currency.

           (b) It may be  provided  pursuant  to Section  3.1,  with  respect to
Registered Securities of any series, that Holders shall have the option, subject
to paragraphs (d) and (e) below,  to receive  payments of principal of, premium,
if any,  or  interest,  if  any,  on such  Registered  Securities  in any of the
currencies  or  currency  units  which may be  designated  for such  election by
delivering to the Trustee (or the  applicable  Paying Agent) a written  election
with signature  guarantees and in the applicable  form  established  pursuant to
Section  3.1,  not  later  than  the  close of  business  on the  Election  Date
immediately  preceding  the  applicable  payment  date. If a Holder so elects to
receive such payments in any such currency or currency unit,  such election will
remain in effect for such Holder or any  transferee of such Holder until changed
by such  Holder or such  transferee  by written  notice to the  Trustee  (or any
applicable Paying Agent) for such series of Registered  Securities (but any such
change must be made not later than the close of business  on the  Election  Date
immediately  preceding  the next payment date to be effective for the payment to
be made on such  payment  date,  and no such change of election may be made with
respect to  payments to be made on any  Registered  Security of such series with
respect to which an Event of Default has  occurred or with  respect to which the
Company has  deposited  funds  pursuant to Article 4 or with  respect to which a
notice of  redemption  has been  given by the  Company).  Any Holder of any such
Registered  Security  who  shall not have  delivered  any such  election  to the
Trustee (or any applicable Paying Agent) not later than the close of business on
the  applicable  Election  Date will be paid the  amount  due on the  applicable
payment  date in the relevant  currency or currency  unit as provided in Section
3.11(a).  The Trustee (or the applicable Paying Agent) shall notify the Exchange


<PAGE>

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

           (c) If the  election  referred  to in  paragraph  (b)  above has been
provided for with respect to any Registered  Securities of a series  pursuant to
Section  3.1,  then,  unless  otherwise  specified  pursuant to Section 3.1 with
respect to any such  Registered  Securities,  not later than the fourth Business
Day  after  the  Election  Date  for  each  payment  date  for  such  Registered
Securities,  the  Exchange  Rate Agent  shall  deliver to the  Company a written
notice  specifying,  in the currency or  currencies or currency unit or units in
which Registered Securities of such series are payable, the respective aggregate
amounts  of  principal  of,  premium,  if any,  and  interest,  if any,  on such
Registered  Securities  to be paid on such  payment  date,  and  specifying  the
amounts in such  currency or  currencies or currency unit or units so payable in
respect of such  Registered  Securities  as to which the  Holders of  Registered
Securities  denominated  in any currency or currencies or currency unit or units
shall have elected to be paid in another  currency or currency  unit as provided
in paragraph (b) above.  If the election  referred to in paragraph (b) above has
been provided for with respect to any Registered Securities of a series pursuant
to Section 3.1, and if at least one Holder has made such election,  then, unless
otherwise  specified  pursuant  to  Section  3.1,  on the  second  Business  Day
preceding  such  payment  date the Company  will  deliver to the Trustee (or the
applicable  Paying Agent) an Exchange Rate  Officer's  Certificate in respect of
the Dollar, Foreign Currency or Currencies,  ECU or other currency unit payments
to be made on such date. Unless otherwise specified pursuant to Section 3.1, the
Dollar,  Foreign  Currency  or  Currencies,  ECU or other  currency  unit amount
receivable by Holders of  Registered  Securities  who have elected  payment in a
currency or currency unit as provided in paragraph (b) above shall be determined
by the Company on the basis of the applicable  Market Exchange Rate in effect on
the second  Business  Day (the  "Valuation  Date")  immediately  preceding  each
payment date,  and such  determination  shall be conclusive  and binding for all
purposes, absent manifest error.

           (d) If a Conversion Event occurs with respect to a Foreign  Currency,
ECU or any other currency unit in which any of the Securities are denominated or
payable  otherwise  than  pursuant  to an  election  provided  for  pursuant  to
paragraph  (b)  above,  then,  with  respect  to each  date for the  payment  of
principal  of,  premium,  if  any,  and  interest,  if  any,  on the  applicable
Securities  denominated or payable in such Foreign  Currency,  ECU or such other
currency unit occurring after the last date on which such Foreign Currency,  ECU
or such other currency unit was used (the "Conversion  Date"),  the Dollar shall
be the  currency of payment for use on each such  payment date (but such Foreign
Currency,  ECU or such other  currency unit that was  previously the currency of
payment shall, at the Company's  election,  resume being the currency of payment
on the first such  payment  date  preceded by 15 Business  Days during which the
circumstances  which gave rise to the Dollar  becoming  such  currency no longer
prevail).  Unless otherwise specified pursuant to Section 3.1, the Dollar amount
to be paid by the Company to the Trustee or any  applicable  Paying Agent and by
the Trustee or any  applicable  Paying  Agent to the Holders of such  Securities
with respect to such payment date shall be determined,  in the case of a Foreign
Currency  other than a currency  unit, on the basis of the Dollar  Equivalent of
the Foreign  Currency or, in the case of a Foreign  Currency  that is a currency


<PAGE>

unit, on the basis of the Dollar  Equivalent of the Currency  Unit, in each case
as determined by the Exchange Rate Agent in the manner provided in paragraph (f)
or (g) below.

           (e) Unless otherwise specified pursuant to Section 3.1, if the Holder
of a Registered Security denominated in any currency or currency unit shall have
elected to be paid in another  currency or currency unit or in other  currencies
are provided in  paragraph  (b) above,  and (i) a  Conversion  Event occurs with
respect to any such elected currency or currency unit, such Holder shall receive
payment in the currency or currency  unit in which  payment would have been made
in the  absence of such  election  and (ii) if a  Conversion  Event  occurs with
respect to the currency or currency  unit in which  payment would have been made
in the absence of such election, such Holder shall receive payment in Dollars as
provided in paragraph (d) of this Section 3.11 (but, subject to any contravening
valid election  pursuant to paragraph (b) above, the elected payment currency or
currency unit, in the case of the  circumstances  described in clause (i) above,
or the payment currency or currency unit in the absence of such election, in the
case  of the  circumstances  described  in  clause  (ii)  above,  shall,  at the
Company's  election,  resume being the currency or currency unit of payment with
respect to Holders  who have so  elected,  but only with  respect to payments on
payment dates preceded by 15 Business Days during which the circumstances  which
gave rise to such currency or currency  unit,  in the case of the  circumstances
described in clause (i) above, or the Dollar,  in the case of the  circumstances
described  in clause (ii) above,  becoming  the  currency or currency  unit,  as
applicable, of payment, no longer prevail).

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

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

           (h) For purposes of this Section 3.11 the following  terms shall have
the following meanings:

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

           "Election Date" shall mean the Regular Date for the applicable series
of  Registered  Securities  as  specified  pursuant  to Section 3.1 by which the
written election referred to in Section 3.11(b) may be made.

           A "Specified Amount" of a Component Currency shall mean the number of
units of such  Component  Currency or  fractions  thereof  which such  Component


<PAGE>

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

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

           In the  event  that  the  Company  determines  in good  faith  that a
Conversion  Event has occurred with respect to a Foreign  Currency,  the Company
will  promptly  give written  notice  thereof to the Trustee (or any  applicable
Paying  Agent) and to the  Exchange  Rate Agent (and the Trustee (or such Paying
Agent) will promptly  thereafter  give notice in the manner  provided in Section
1.6 to the affected  Holders)  specifying the Conversion  Date. In the event the
Company so determines  that a Conversion  Event has occurred with respect to ECU
or any other currency unit in which  Securities are denominated or payable,  the
Company  will  promptly  give  written  notice  thereof to the  Trustee  (or any
applicable  Paying  Agent) and to the  Exchange  Rate Agent (and the Trustee (or
such Paying Agent) will promptly  thereafter  give notice in the manner provided
in Section 1.6 to the affected  Holders)  specifying the Conversion Date and the
Specified Amount of each Component Currency on the Conversion Date. In the event
the Company determines in good faith that any subsequent change in any Component
Currency as set forth in the definition of Specified  Amount above has occurred,


<PAGE>

the Company will similarly give written notice to the Trustee (or any applicable
Paying Agent) and to the Exchange Rate Agent.

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

           Section 3.12. APPOINTMENT AND RESIGNATION OF EXCHANGE RATE AGENT.

           (a) Unless  otherwise  specified  pursuant to Section  3.1, if and so
long as the  Securities  of any series  (i) are  denominated  in a  currency  or
currency  unit  other than  Dollars  or (ii) may be  payable  in a  currency  or
currency unit other than Dollars,  or so long as it is required  under any other
provision of this Indenture, then the Company will maintain with respect to each
such series of Securities,  or as so required,  at least on Exchange Rate Agent.
The Company will cause the  Exchange  Rate Agent to make the  necessary  foreign
exchange  determinations  at the time and in the manner  specified  pursuant  to
Section 3.11 for the purpose of determining the applicable rate of exchange and,
if applicable,  for the purpose of converting the issued  currency or currencies
or currency unit or units into the applicable  payment currency or currency unit
for the payment of principal, premium, if any, and interest, if any, pursuant to
Section 3.11.

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

           (c) If the  Exchange  Rate Agent shall  resign,  be removed or become
incapable of acting,  or if a vacancy  shall occur in the office of the Exchange
Rate Agency for any cause, with respect to the Securities of one or more series,
the Company shall promptly  appoint a successor  Exchange Rate Agent or Exchange
Rate Agents with  respect to the  Securities  of that or those  series (it being
understood  that any such  successor  Exchange Rate Agent may be appointed  with
respect to the Securities of one or more or all of such series and that,  unless
otherwise specified pursuant to Section 3.1, at any time there shall only be one
Exchange Rate Agent with respect to the Securities of any particular series that
are  originally  issued by the  Company on the same date and that are  initially
denominated  and/or  payable in the same currency or currencies or currency unit
or units).

           Section 3.13.  CUSIP  NUMBERS.  The Company in issuing the Securities
may use "CUSIP"  numbers  (if then  generally  in use),  and, if so, the Trustee
shall use "CUSIP"  numbers  (in  addition  to the other  identification  numbers
printed on the Securities) in notices of redemption as a convenience to Holders;
PROVIDED that any such notice may state that no representation is made as to the
correctness  of such numbers either as printed on the Securities or as contained
in any notice of a redemption  and that reliance may be placed only on the other


<PAGE>

identification numbers printed on the Securities,  and any such redemption shall
not be affected by any defect in or omission of such numbers.

           Section 3.14.  JUDGMENTS.  If for the purpose of obtaining a judgment
in any court with respect to any  obligation  of the Company  hereunder or under
any Security,  it shall become  necessary to convert into any other currency any
amount  in the  currency  due  hereunder  or  under  such  Security,  then  such
conversion  shall be made at the Market  Exchange  Rate as in effect on the date
the Company shall make payment to any Person in  satisfaction  of such judgment.
If pursuant to any such judgment,  conversion shall be made on a date other than
the date  payment is made and there  shall  occur a change  between  such Market
Exchange Rate and the Market  Exchange Rate as in effect on the date of payment,
the Company agrees to pay such  additional  amounts (if any) as may be necessary
to ensure  that the amount  paid is equal to the  amount in such other  currency
which,  when  converted at the Market  Exchange Rate as in effect on the date of
payment  or  distribution,  is the  amount  then due  hereunder  or  under  such
Security.  Any amount due from the Company  under this Section 3.14 shall be due
as a separate  debt and is not to be  affected  by or merged  into any  judgment
being  obtained for any other sums due  hereunder or in respect of any Security.
In no event, however,  shall the Company be required to pay more in the currency
or currency  unit due  hereunder or under such  Security at the Market  Exchange
Rate as in effect when payment is made than the amount of currency  stated to be
due  hereunder  or  under  such  Security  so that in any  event  the  Company's
obligations  hereunder or under such Security will be effectively  maintained as
obligations in such currency,  and the Company shall be entitled to withhold (or
be  reimbursed  for,  as the  case may be) any  excess  of the  amount  actually
realized upon any such conversion over the amount due and payable on the date of
payment or distribution.


                                    ARTICLE 4

                     SATISFACTION, DISCHARGE AND DEFEASANCE

           Section  4.1.   TERMINATION  OF  COMPANY'S   OBLIGATIONS   UNDER  THE
INDENTURE.  Except as otherwise  provided as  contemplated  by Section 3.1, this
Indenture  shall upon Company Request cease to be of further effect with respect
to  Securities  of or within  any series and any  coupons  appertaining  thereto
(except as to any surviving  rights of  registration  of transfer or exchange of
such  Securities and  replacement of such  Securities  which may have been lost,
stolen or mutilated as herein  expressly  provided for) and the Trustee,  at the
expense  of  the  Company,   shall  execute  proper  instruments   acknowledging
satisfaction and discharge of this Indenture with respect to such Securities and
any coupons appertaining thereto when

                (1) either

                    (A)  all  such  Securities   previously   authenticated  and
              delivered  and all coupons  appertaining  thereto  (other than (i)
              such coupons  appertaining  to Bearer  Securities  surrendered  in
              exchange  for  Registered  Securities,  and  maturing  after  such
              exchange, surrender of which is not required or has been waived as
              provided in Section 3.5,  (ii) such  Securities  and coupons which


<PAGE>

              have been  destroyed,  lost or stolen and which have been replaced
              or  paid  as  provided  in  Section   3.6,   (iii)  such   coupons
              appertaining  to  Bearer  Securities  called  for  redemption  and
              maturing after the relevant  Redemption  Date,  surrender of which
              has been  waived  as  provided  in  Section  10.6  and  (iv)  such
              Securities  and coupons 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 9.3) have been delivered to the
              Trustee for cancellation; or

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

                        (i) have become due and payable, or

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

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

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

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

                (3) the  Company  has  delivered  to the  Trustee  an  Officer's
        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.

Notwithstanding   the  satisfaction   and  discharge  of  this  Indenture,   the
obligations  of the  Company to the Trustee and any  predecessor  Trustee  under
Section 6.9, the  obligations of the Company to any  Authenticating  Agent under
Section 6.14 and, if money shall have been deposited  with the Trustee  pursuant
to subclause (B) of clause (1) of this Section,  the  obligations of the Trustee
under Section 4.2 and the last paragraph of Section 9.3 shall survive. If, after
the  deposit  referred  to in  Section  4.1 has been  made,  (x) the Holder of a
Security is entitled to, and does, elect pursuant to Section 3.11(b), to receive


<PAGE>

payment in a currency  other than that in which the deposit  pursuant to Section
4.1 was made,  or (y) if a Conversion  Event occurs with respect to the currency
in which the deposit  was made or elected to be received by the Holder  pursuant
to Section 3.11(b), then the indebtedness  represented by such Security shall be
fully  discharged  to the  extent  that the  deposit  made with  respect to such
Security shall be converted into the currency in which such payment is made.

           Section 4.2. APPLICATION OF TRUST FUNDS. Subject to the provisions of
the last paragraph of Section 9.3, all money deposited with the Trustee pursuant
to Section 4.1 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, if any, and any interest for whose payment such money
has been  deposited  with or  received  by the  Trustee.  Such money need not be
segregated from other funds except to the extent required by law and except that
the Trustee shall  segregate  moneys,  funds and accounts held by the Trustee in
one  currency or currency  unit from any moneys,  funds or accounts  held in any
other currencies or currency units.

           Section 4.3. APPLICABILITY OF DEFEASANCE  PROVISIONS;  COMPANY OPTION
TO EFFECT  DEFEASANCE  OR  COVENANT  DEFEASANCE.  If  pursuant  to  Section  3.1
provision is made for either or both of (i)  defeasance of the  Securities of or
within a series under Section 4.4 or (ii) covenant  defeasance of the Securities
of or within a series under Section 4.5, then the  provisions of such Section or
Sections,  as the case may be,  together  with the  provisions  of Sections  4.6
through  4.9  inclusive,  with such  modifications  thereto as may be  specified
pursuant to Section 3.1 with respect to such Securities,  shall be applicable to
such Securities and any coupons appertaining thereto, and the Company may at its
option,   at  any  time,  with  respect  to  such  Securities  and  any  coupons
appertaining  thereto,  elect to have Section 4.4 (if applicable) or Section 4.5
(if  applicable)  be applied to such  Securities  and any  coupons  appertaining
thereto upon compliance with the conditions set forth below in this Article.

           Section 4.4. DEFEASANCE AND DISCHARGE. Upon the Company's exercise of
the option  specified in Section 4.3  applicable to this Section with respect to
the  Securities of or within a series,  the Company shall be deemed to have been
discharged from its obligations  with respect to such Securities and any coupons
appertaining  thereto on the date the  conditions  set forth in Section  4.6 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 Securities and any coupons appertaining thereto
which shall  thereafter be deemed to be  "Outstanding"  only for the purposes of
Section 4.7 and the other Sections of this Indenture  referred to in clause (ii)
of this  Section,  and to have  satisfied all its other  obligations  under such
Securities and any coupons  appertaining  thereto and this Indenture  insofar as
such  Securities  and any coupons  appertaining  thereto are concerned  (and the
Trustee,  at the expense of the Company,  shall on Company Order execute  proper
instruments  acknowledging  the same),  except the following which shall survive
until otherwise terminated or discharged hereunder: (i) the rights of Holders of
such Securities and any coupons appertaining thereto to receive, solely from the
trust  funds  described  in  Section  4.6(a) and as more fully set forth in such
Section, payments in respect of the principal of, premium, if any, and interest,


<PAGE>

if any,  on such  Securities  or any  coupons  appertaining  thereto  when  such
payments are due; (ii) the Company's obligations with respect to such Securities
under  Sections 3.5, 3.6,  6.10,  9.2 and 9.3 and with respect to the payment of
additional amounts, if any, payable with respect to such Securities as specified
pursuant to Section 3.1(b)(16);  (iii) the rights,  powers,  trusts,  duties and
immunities  of the  Trustee  hereunder,  and (iv) this  Article  4.  Subject  to
compliance  with this  Article 4, the Company may exercise its option under this
Section  notwithstanding the prior exercise of its option under Section 4.5 with
respect to such  Securities and any coupons  appertaining  thereto.  Following a
defeasance,  payment of such  Securities  may not be  accelerated  because of an
Event of Default.

           Section 4.5. COVENANT DEFEASANCE.  Upon the Company's exercise of the
option specified in Section 4.3,  applicable to this Section with respect to any
Securities  of or  within a  series,  the  Company  shall be  released  from its
obligations  under  Sections  7.1, 9.4 and 9.5,  and, if  specified  pursuant to
Section  3.1, its  obligations  under any other  covenant,  with respect to such
Securities  and any  coupons  appertaining  thereto  on and  after  the date the
conditions  set  forth in  Section  4.6 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 Sections 7.1, 9.4 and 9.5, or such other  covenant,
but shall continue to be deemed  "Outstanding" for all other purposes hereunder.
For this purpose,  such  covenant  defeasance  means that,  with respect to such
Securities and any coupons appertaining  thereto, the Company may omit to comply
with and shall have no  liability in respect of any term,  provision,  covenant,
condition or  limitation  set forth in any such Section or such other  covenant,
whether directly or indirectly,  by reason of any reference  elsewhere herein to
any such  Section or such other  covenant or by reason of any  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  5.1(3) or 5.1(6) or otherwise,  as the case may
be, but,  except as specified  above,  the remainder of this  Indenture and such
Securities and any coupons appertaining thereto shall be unaffected thereby.

           Section 4.6.  CONDITIONS TO DEFEASANCE  OR COVENANT  DEFEASANCE.  The
following  shall be the  conditions to application of Section 4.4 or Section 4.5
to any Securities of or within a series and any coupons appertaining thereto:

           (a) The  Company  shall  have  deposited  or caused  to be  deposited
irrevocably with the Trustee (or another trustee  satisfying the requirements of
Section  6.12 who shall  agree to comply  with,  and  shall be  entitled  to the
benefits of, the  provisions  of Section 4.3 through 4.9  inclusive and the last
paragraph  of Section  9.3  applicable  to the  Trustee,  for  purposes  of such
Sections also a "Trustee") as trust funds in trust for the purpose of making the
payments referred to in clauses (x) and (y) of this Section 4.6(a), specifically
pledged as security for, and dedicated  solely to, the benefit of the Holders of
such Securities and any coupons appertaining  thereto,  with instructions to the
Trustee as to the application thereof, (A) money in an amount (in such currency,
currencies  or currency unit or units in which such  Securities  and any coupons
appertaining  thereto  are then  specified  as payable at  Maturity),  or (B) if
Securities of such series are not subject to repayment at the option of Holders,
Government  Obligations  which  through the payment of principal and interest in


<PAGE>

respect thereof in accordance with their terms will provide,  not later than one
day before the due date of any payment  referred to in clause (x) or (y) of this
Section  4.6(a),  money in an amount or (C) a combination  thereof in an amount,
sufficient,  in the  opinion  of a  nationally  recognized  firm of  independent
certified  public  accountants  expressed  in a  written  certification  thereof
delivered to the Trustee,  to pay and  discharge,  and which shall be applied by
the Trustee to pay and  discharge,  (x) the principal of,  premium,  if any, and
interest, if any, on such Securities and any coupons appertaining thereto on the
Maturity of such  principal or  installment of principal or interest and (y) any
mandatory  sinking fund  payments  applicable  to such  Securities on the day on
which such  payments  are due and payable in  accordance  with the terms of this
Indenture and such Securities and any coupons appertaining thereto.  Before such
a deposit the Company may make arrangements  satisfactory to the Trustee for the
redemption of Securities at a future date or dates in accordance with Article 10
which shall be given effect in applying the foregoing.

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

           (c) No Default or Event under  Section  5.1(4) or 5.1(5) with respect
to such Securities and any coupons  appertaining thereto shall have occurred and
be  continuing  during the period  commencing  on the date of such  deposit  and
ending on the 91st day after such date (it being  understood that this condition
shall not be deemed satisfied until the expiration of such period).

           (d) In the case of an election  under  Section 4.4, the Company shall
have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel
stating that (i) the Company has received  from, or there has been published by,
the Internal  Revenue  Service a ruling,  or (ii) since the date of execution of
this  Indenture,  there has been a change in the  applicable  Federal income tax
law, in either case to the effect that,  and based  thereon  such opinion  shall
confirm  that,  the  Holders of such  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 and in the same  manner and at the same times,  as would have been
the case if such deposit, defeasance and discharge had not occurred.

           (e) In the case of an election  under  Section 4.5, the Company shall
have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel
to the effect that the Holders of such  Securities and any coupons  appertaining
thereto will not recognize income,  gain or loss for Federal income tax purposes
as a result of such covenant  defeasance  and will be subject to Federal  income
tax on the same amounts,  in the same manner and at the same times as would have
been the case if such covenant defeasance had not occurred.

           (f) The Company  shall have  delivered  to the  Trustee an  Officer's
Certificate  and an  Opinion  of  Counsel,  each  stating  that  all  conditions


<PAGE>

precedent to the defeasance  under Section 4.4 or the covenant  defeasance under
Section 4.5 (as the case may be) have been complied with.

           (g) Such  defeasance or covenant shall be effected in compliance with
any  additional or substitute  terms,  conditions  or  limitations  which may be
imposed on the Company in connection therewith as contemplated by Section 3.1.

           Section 4.7. DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD IN
TRUST. Subject to the provisions of the last paragraph of Section 9.3, all money
and Government  Obligations  (or other  property as may be provided  pursuant to
Section 3.1, including the proceeds thereof) deposited with the Trustee pursuant
to  Section  4.6 in  respect of any  Securities  of any  series and any  coupons
appertaining  thereto  shall be held in trust and  applied  by the  Trustee,  in
accordance with the provisions of such  Securities and any coupons  appertaining
thereto  and this  Indenture,  to the  payment,  either  directly or through any
Paying  Agent  (including  the  Company  acting as its own Paying  Agent) as the
Trustee  may  determine,  to the  Holders  of such  Securities  and any  coupons
appertaining  thereto  of all sums due and to become  due  thereon in respect of
principal,  premium,  if any,  and  interest,  if any.  Such  money  need not be
segregated from other funds except to the extent required by law and except that
the Trustee shall  segregate  moneys,  funds and accounts held by the Trustee in
one  currency or currency  unit from any moneys,  funds or accounts  held in any
other currencies or currency units.

           The Company shall pay and indemnify the Trustee  against any tax, fee
or other  charge  imposed on or  assessed  against  the  Government  Obligations
deposited  pursuant to Section 4.6 or the  principal  and  interest  received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of such Securities.

           Unless otherwise  specified with respect to any Security  pursuant to
Section 3.1, if,  after a deposit  referred to in Section  4.6(a) has been made,
(i) the Holder of a  Security  in  respect  of which  such  deposit  was made is
entitled to, and does,  elect  pursuant to Section  3.11(b) or the terms of such
Security to receive  payment in a currency  or currency  unit other than that in
which the deposit  pursuant  to Section  4.6(a) has been made in respect of such
Security,  or (ii) a Conversion  Event occurs as contemplated in Section 3.11(d)
or 3.11(e)  or by the terms of any  Security  in  respect  of which the  deposit
pursuant to Section 4.6(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,
premium, if any, and interest,  if any, on such Security as the same becomes due
out of the proceeds  yielded by converting (from time to time specified below in
the case of any such election) the amount or other property deposited in respect
of such  Security  into the  currency  or currency  unit in which such  Security
becomes  payable as a result of such election or  Conversion  Event based on the
applicable  Market Exchange Rate for such currency or currency unit in effect on
the  second  Business  Day  prior to each  payment  date or,  in the case of the
occurrence and  continuance of a Conversion  Event with respect to such currency
or currency unit, based on the applicable Market Exchange Rate for such currency
or currency unit which is in effect at the time of the Conversion Event.


<PAGE>

           Section 4.8.  TRANSFERS AND DISTRIBUTION AT COMPANY  REQUEST.  To the
extent  permitted  by the  Financial  Accounting  Standards  Board  Statement of
Financial  Accounting  Standards  No.  76,  as  amended  or  interpreted  by the
Financial Accounting Standards Board from time to time, or any successor thereto
("Standard No. 76"), or to the extent  permitted by the Commission,  the Trustee
shall, from time to time, take one or more of the following actions as specified
in a Company Request.

           (a)  Retransfer,  assign and deliver to the  Company  any  securities
deposited with the Trustee pursuant to Section 4.6(a), provided that the Company
shall, in substitution therefor, simultaneously transfer, assign, and deliver to
the Trustee other  Government  Obligations  appropriate to satisfy the Company's
obligations in respect of the relevant Securities; and

           (b) The Trustee  (and any Paying  Agent)  shall  promptly  pay to the
Company,  upon Company  Request,  any excess money or securities held by them at
any time, including,  without limitation,  any assets deposited with the Trustee
pursuant to Section 4.6(a) exceeding those necessary for the purposes of Section
4.6(a).

The Trustee shall not take the actions  described in subsections  (a) and (b) of
this Section 4.8 unless it shall have first received a written report of Ernst &
Young L.L.P., or another  nationally  recognized  independent  public accounting
firm (i) expressing their opinion that the  contemplated  action is permitted by
Standard  No.  76  or  the  Commission,   for  transactions   accounted  for  as
extinguishment  of debt under the  circumstances  described in paragraph  3.c of
Standard No. 76 or any  successor  provision  and (ii)  verifying  the accuracy,
after  giving  effect  to such  action or  actions,  of the  computations  which
demonstrate  that  the  amounts   remaining  to  be  earned  on  the  Government
Obligations  deposited  with the  Trustee  pursuant  to Section  4.6(a)  will be
sufficient for purposes of Section 4.6(a).

           Section  4.9.  REINSTATEMENT.  If the Trustee or the Paying  Agent is
unable to apply any money in accordance  with Section 4.7 by reason of any order
or judgment of any court or  governmental  authority  enjoining,  restraining or
otherwise  prohibiting such  application,  then the Company's  obligations under
this Indenture and the Securities of the series with respect to which such money
was deposited  shall be revived and reinstated as though no deposit had occurred
pursuant  to this  Article 4 until such time as the  Trustee or Paying  Agent is
permitted to apply all such money in  accordance  with  Section  4.7;  PROVIDED,
however,  that if the Company makes any payment of principal of (or premium,  if
any, on) or interest on any Securities of any series following the reinstatement
of the Company's  obligations,  the Company shall be subrogated to the rights of
the Holders of such  Securities  to receive  such payment from the money held by
the Trustee or the Paying Agent with respect to such Securities.


<PAGE>

                                    ARTICLE 5

                              DEFAULTS AND REMEDIES

           Section  5.1.  EVENTS OF DEFAULT.  An "Event of Default"  occurs with
respect to the  Securities of any series if  (regardless  of the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

                (1) the  Company  defaults  in the  payment of  interest  on any
        Security  of that  series  or any  coupon  appertaining  thereto  or any
        additional amount payable with respect to any Security of that series as
        specified  pursuant to Section  3.1(b)(16) when the same becomes due and
        payable and such default continues for a period of 30 days;

                (2) the Company  defaults in the payment of the  principal of or
        any premium on any Security of that series when the same becomes due and
        payable at its Maturity or on redemption or otherwise, or in the payment
        of a mandatory  sinking fund payment when and as due by the terms of the
        Securities of that series;

                (3) the Company defaults in the performance of, or breaches, any
        covenant or warranty of the Company in this  Indenture  with  respect to
        any Security of that series (other than a covenant or warranty a default
        in whose  performance  or whose  breach  is  elsewhere  in this  Section
        specifically  dealt with),  and such default or breach  continues  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  aggregate  principal  amount  of the
        Outstanding  Securities of that series, a written notice specifying such
        default or breach and  requiring it to be remedied and stating that such
        notice is a "Notice of Default" hereunder;

                (4)  the  Company  pursuant  to or  within  the  meaning  of any
        Bankruptcy Law (A) commences a voluntary case, (B) consents to the entry
        of an order for relief against it in an  involuntary  case, (C) consents
        to the appointment of a Custodian of it or for all or substantially  all
        of its property,  or (D) makes a general  assignment  for the benefit of
        its creditors;

                (5) a court of competent  jurisdiction enters an order or decree
        under any  Bankruptcy  Law that (A) is for relief against the Company in
        any involuntary case, (B) appoints a Custodian of the Company or for all
        or substantially  all of its property,  or (C) orders the liquidation of
        the Company and the order or decree  remains  unstayed and in effect for
        90 days; or


<PAGE>

                (6) any other  Event of  Default  provided  as  contemplated  by
        Section 3.1 with respect to Securities of that series.

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

           Section 5.2. ACCELERATION;  RESCISSION AND ANNULMENT.  If an Event of
Default with  respect to the  Securities  of any series at the time  Outstanding
occurs  and is  continuing,  the  Trustee  or the  Holders  of at  least  25% in
aggregate principal amount of all of the Outstanding  Securities of that series,
by written notice to the Company (and, if given by the Holders, to the Trustee),
may declare the  principal  (or, if the  Securities  of that series are Original
Issue Discount Securities or Indexed  Securities,  such portion of the principal
amount as may be specified in the terms of that series) of all the Securities of
that series to be due and payable and upon any such  declaration  such principal
(or, in the case of Original  Issue Discount  Securities or Indexed  Securities,
such specified amount) shall be immediately due and payable.

           At any time after such a declaration of acceleration  with respect to
Securities  of any  series  has been made and  before a  judgment  or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in aggregate principal amount of the
Outstanding  Securities of that series, by written notice to the Company and the
Trustee,  may rescind and annul such  declaration  and its  consequences  if all
existing  Defaults  and Events of Default  with  respect to  Securities  of that
series, other than the non-payment of the principal of Securities of that series
which have  become due solely by such  declaration  of  acceleration,  have been
cured or waived as provided in Section 5.7. No such rescission  shall affect any
subsequent default or impair any right consequent thereon.

           Section 5.3.  COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE. The Company covenants that if

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

                (2)  default  is made in the  payment  of the  principal  of (or
        premium,  if any,  on) any  Security  at the  Maturity  thereof and such
        default continues for a period of 10 days, or

                (3) default is made in the making or satisfaction of any sinking
        fund payment or analogous  obligation when the same becomes due pursuant
        to the terms of the Securities of any series,

the Company will, upon demand of the Trustee,  pay to it, for the benefit of the
Holders of such  Securities  or coupons,  if any,  the whole amount then due and
payable on such Securities for principal, premium, if any, and interest, if any,
and, to the extent that payment of such interest  shall be legally  enforceable,


<PAGE>

interest on any overdue principal, premium, if any, and on any overdue interest,
at the rate or rates prescribed  therefor in such Securities or coupons, if any,
and, in addition  thereto,  such further  amount as shall be sufficient to cover
the costs and expenses of  collection,  including the  reasonable  compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

           If the Company fails to pay such amounts  forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial  proceeding  for the  collection  of the  sums so due and  unpaid,  may
prosecute such proceeding to judgment or final decree,  and may enforce the same
against the Company or any other obligor upon such  Securities  and coupons,  if
any,  and  collect  the moneys  adjudged  or decreed to be payable in the manner
provided by law out of the  property of the  Company or any other  obligor  upon
such Securities and coupons, if any, 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 by such appropriate  judicial  proceedings as the Trustee shall deem most
effectual  to protect  and  enforce any such  rights,  whether for the  specific
enforcement  of any  covenant or  agreement  in this  Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

           Section  5.4.  TRUSTEE  MAY  FILE  PROOFS  OF  CLAIM.  In case of the
pendency   of   any   receivership,    insolvency,   liquidation,    bankruptcy,
reorganization,   arrangement,   adjustment,   composition   or  other  judicial
proceedings,  or any voluntary or involuntary case under the Federal  bankruptcy
laws,  as now or  hereafter  constituted,  relative  to the Company or any other
obligor upon the Securities and coupons,  if any, of a particular  series or the
property of the Company or of such other obligor,  the Trustee  (irrespective of
whether  the  principal  of such  Securities  shall  then be due and  payable as
therein   expressed  or  by  declaration  of   acceleration   or  otherwise  and
irrespective  of whether the  Trustee  shall have made any demand on the Company
for the  payment  of  overdue  principal  or  interest)  shall be  entitled  and
empowered, by intervention in such proceeding or otherwise,

                (i) to file and prove a claim for the whole  amount of principal
        (or,  if the  Securities  of such  series are  Original  Issue  Discount
        Securities,  such  portion  of the  principal  amount  as may be due and
        payable  with  respect  to such  series  pursuant  to a  declaration  in
        accordance  with Section 5.2) (and premium,  if any) and interest  owing
        and unpaid in respect of the  Securities  and any coupons of such series
        and to file  such  other  papers or  documents  as may be  necessary  or
        advisable  in order to have the  claims of the  Trustee  (including  any
        claim  for the  reasonable  compensation,  expenses,  disbursements  and
        advances of the  Trustee,  its agents and counsel) and of the Holders of
        such Securities and any coupons allowed in such judicial proceeding, and

                (ii) to collect and receive any moneys or other property payable
        or deliverable on any such claims and to distribute the same;

and any receiver,  assignee,  trustee, custodian,  liquidator,  sequestrator (or
other similar official) in any such proceeding is hereby authorized by each such
Holder to make such  payments to the Trustee,  and in the event that the Trustee


<PAGE>

shall consent to the making of such payments directly to such Holders, to pay to
the  Trustee  any  amount  due it for  the  reasonable  compensation,  expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.9.

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

           Section  5.5.  TRUSTEE  MAY  ENFORCE  CLAIMS  WITHOUT  POSSESSION  OF
SECURITIES.  All  rights  of action  and  claims  under  this  Indenture  or the
Securities may be prosecuted and enforced by the Trustee  without the possession
of any of the  Securities or the production  thereof in any proceeding  relating
thereto,  and any such proceeding  instituted by the Trustee shall be brought in
its own name,  as trustee of an express  trust,  and any  recovery  of  judgment
shall, after provision for the payment of the reasonable compensation, expenses,
disbursements  and advances of the Trustee,  its agents and counsel,  be for the
ratable  benefit of the Holders of the  Securities  or any coupons in respect of
which such judgment has been recovered.

           Section 5.6.  DELAY OR OMISSION  NOT WAIVER.  No delay or omission by
the  Trustee  or any  Holder of any  Security  to  exercise  any right or remedy
accruing  upon any Event of  Default  shall  impair  any such right or remedy or
constitute a waiver of or acquiescence in any such Event of Default. Every right
and remedy  given by this  Indenture  or by law to the Trustee or to the Holders
may be exercised from time to time, and as often as may be deemed expedient,  by
the Trustee or by the Holders, as the case may be.

           Section 5.7. WAIVER OF PAST DEFAULTS.  The Holders of not less than a
majority in aggregate  principal  amount of the  Outstanding  Securities  of any
series by  notice to the  Trustee  may  waive on  behalf of the  Holders  of all
Securities  of such series a past  Default or Event of Default  with  respect to
such series and its consequences except (i) a Default or Event of Default in the
payment of the  principal  of,  premium,  if any, or interest on any Security of
such series or any coupon appertaining  thereto or (ii) in respect of a covenant
or provision  hereof which pursuant to Section 8.2 cannot be amended or modified
without  the consent of the Holder of each  Outstanding  Security of such series
adversely 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  5.8.  CONTROL BY  MAJORITY.  The  Holders of not less than a
majority in aggregate  principal  amount of the  Outstanding  Securities of each
series  affected  (with each such series voting as a class) 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 Securities of such series;  PROVIDED,  HOWEVER, that (i)
the Trustee may refuse to follow any direction  that  conflicts with law or this


<PAGE>

Indenture,  (ii)  subject to Section  6.1,  the Trustee may refuse to follow any
direction that is unduly  prejudicial to the rights of the Holders of Securities
of any such series not  consenting,  or that would in the good faith judgment of
the Trustee have a  substantial  likelihood of involving the Trustee in personal
liability  and (iii) the Trustee may take any other action  deemed proper by the
Trustee which is not inconsistent with such direction.

           Section  5.9.  LIMITATION  ON  SUITS BY  HOLDERS.  No  Holder  of any
Security of any series or any related  coupons shall have any right to institute
any proceeding,  judicial or otherwise,  with respect to this Indenture,  or for
the  appointment  of a receiver or trustee,  or for any other remedy  hereunder,
unless:

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

                (2) the Holders of at least 25% in aggregate principal amount of
        the Outstanding Securities of that series have made a 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 indemnity
        satisfactory to the Trustee against any loss, cost, liability or expense
        to be, or which may be, incurred by the Trustee in pursuing the remedy;

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

                (5) during  such  60-day  period,  the  Holders of a majority in
        aggregate principal amount of the Outstanding  Securities of that series
        have not given to the Trustee a direction inconsistent with such written
        request.

           No one or more Holders shall have any right in any manner whatever by
virtue of, or by availing of, any provision of this Indenture to affect, disturb
or prejudice the rights of any other of such Holders, or to obtain or to seek to
obtain  priority or preference  over any other of such Holders or to enforce any
right under this  Indenture,  except in the manner  herein  provided and for the
equal  and  ratable  benefit  of all of such  Holders.  For the  protection  and
enforcement  of the  provisions  of this Section  5.9,  each and every Holder of
Securities or any coupons of any series and the Trustee for such series shall be
entitled to such relief as can be given at law or in equity.

           Section 5.10.  RIGHTS OF HOLDERS TO RECEIVE PAYMENT.  Notwithstanding
any other provision of this Indenture,  but subject to Section 9.2, the right of
any Holder of a Security or coupon to receive  payment of principal of, premium,
if any, and, subject to Sections 3.5 and 3.7,  interest on such Security,  on or
after the  respective  due dates  expressed  in such  Security  (or,  in case of
redemption,  on the Redemption Dates) and the right of any Holder of a coupon to
receive  payment of  interest  due as provided in such  coupon,  or,  subject to


<PAGE>

Section 5.9, to bring suit for the  enforcement  of any such payment on or after
such respective dates,  shall not be impaired or affected without the consent of
such Holder.

           Section 5.11. APPLICATION OF MONEY COLLECTED.  Subject to Article 12,
if the Trustee collects any money pursuant to this Article, it shall pay out the
money in the following  order, at the date or dates fixed by the Trustee and, in
case of the distribution of such money on account of principal, premium, if any,
or interest, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

                FIRST:  to the Trustee for amounts due under Section 6.9;

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

                THIRD:  to the Person or Persons entitled thereto.

           Section 5.12.  RESTORATION OF RIGHTS AND REMEDIES.  If the Trustee or
any Holder has  instituted  any  proceeding to enforce any right or remedy under
this Indenture and such  proceeding has been  discontinued  or abandoned for any
reason, or has been determined  adversely to the Trustee or to such Holder, then
and in every such case,  subject to any  determination in such  proceeding,  the
Company,   the  Trustee  and  the  Holders  shall  be  restored   severally  and
respectively to their former  positions  hereunder and thereafter all rights and
remedies  of the  Trustee  and the  Holders  shall  continue  as  though no such
proceeding had been instituted.

           Section  5.13.  RIGHTS AND REMEDIES  CUMULATIVE.  Except as otherwise
provided with respect to the  replacement  or payment of  mutilated,  destroyed,
lost or stolen  Securities  in the last  paragraph  of Section  3.6, no right or
remedy  herein  conferred  upon or  reserved  to the  Trustee or the  Holders is
intended  to be  exclusive  of any other  right or remedy,  and every  right and
remedy shall,  to the extent  permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or  otherwise.  The  assertion or employment of any right or remedy
hereunder,  or  otherwise,   shall  not  prevent  the  concurrent  assertion  or
employment of any other appropriate right or remedy.

           Section 5.14.  UNDERTAKING FOR COSTS. In any suit for the enforcement
of any right or remedy under this Indenture,  or in any suit against the Trustee
for any action taken,  suffered or omitted by it as Trustee, a court may require
any party  litigant in such suit to file an undertaking to pay the costs of such
suit, and may assess costs against any such party litigant, in the manner and to
the extent  provided in the Trust  Indenture  Act;  PROVIDED  that  neither this
Section nor the Trust  Indenture  Act shall be deemed to authorize  any court to
require such an undertaking or to make such an assessment in any suit instituted
by the Company.


<PAGE>

           Section 5.15. WAIVER OF STAY OR EXTENSION LAWS. The Company covenants
(to the extent  that it may  lawfully do so) that it will not at any time insist
upon,  or  plead,  or in any  manner  whatsoever  claim or take the  benefit  or
advantage  of, any stay or extension  law wherever  enacted,  now or at any time
hereafter in force,  which may affect the covenants or the  performance  of this
Indenture;  and the Company  (to the extent  that it may  lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
will not hinder,  delay or impede the  execution of any power herein  granted to
the  Trustee,  but will suffer and permit the  execution  of every such power as
though no such law had been enacted.


                                    ARTICLE 6

                                   THE TRUSTEE

           Section  6.1.  CERTAIN  DUTIES AND  RESPONSIBILITIES.  The duties and
responsibilities of the Trustee shall be as provided by the Trust Indenture Act.
Notwithstanding the foregoing,  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. Whether or not therein  expressly
so  provided,  every  provision  of this  Indenture  relating  to the conduct or
affecting  the  liability of or  affording  protection  to the Trustee  shall be
subject to the provisions of this Section.

           Section  6.2.  RIGHTS OF TRUSTEE.  Subject to the  provisions  of the
Trust Indenture Act:

           (a) 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 or other  paper or  document  believed by it to be genuine and to have been
signed or presented by the proper party or parties.

           (b) Any request or direction of the Company mentioned herein shall be
sufficiently  evidenced  by a Company  Request  or  Company  Order  (other  than
delivery of any Security, together with any coupons appertaining thereto, to the
Trustee for  authentication and delivery pursuant to Section 3.3, which shall be
sufficiently  evidenced as provided therein), and any resolution of the Board of
Directors may be sufficiently evidenced by a Board Resolution.

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

           (d) The Trustee may consult  with  counsel of its  selection  and the
written  advice of such  counsel or any  Opinion  of  Counsel  shall be full and


<PAGE>

complete  authorization and protection in respect of any action taken,  suffered
or omitted by it hereunder in good faith and in reliance thereon.

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

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

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

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

           Section  6.3.   TRUSTEE  MAY  HOLD  SECURITIES.   The  Trustee,   any
Authenticating  Agent, any Paying Agent, any Registrar or any other agent of the
Company,  in its  individual  or any other  capacity,  may  become  the owner or
pledgee of Securities and coupons and, subject to Sections 310(b) and 311 of the
Trust  Indenture  Act,  may  otherwise  deal with the  Company,  an Affiliate or
Subsidiary  with  the  same  rights  it  would  have  if it  were  not  Trustee,
Authenticating Agent, Paying Agent, Registrar or such other agent.

           Section  6.4.  MONEY HELD IN TRUST.  Money held by the Trustee or any
Paying Agent in trust  hereunder need not be segregated  from other funds except
to the extent required by law. Neither the Trustee nor any Paying Agent shall be
under any liability for interest on any money received by it hereunder except as
otherwise set forth in this Indenture or as otherwise agreed with the Company.

           Section 6.5. TRUSTEE'S DISCLAIMER.  The recitals contained herein and
in the Securities, except the Trustee's certificate of authentication,  shall be
taken  as the  statements  of the  Company,  and  neither  the  Trustee  nor the
Authenticating  Agent assumes any responsibility for their correctness.  Neither
the Trustee nor the  Authenticating  Agent  makes any  representation  as to the
validity  or adequacy  of this  Indenture,  the  Securities  or any coupon.  The
Trustee shall not be accountable  for the Company's use of the proceeds from the
Securities or for monies paid over to the Company pursuant to the Indenture.


<PAGE>

           Section  6.6.  NOTICE  OF  DEFAULTS.  If  a  Default  occurs  and  is
continuing  with respect to the  Securities  of any series and if it is known to
the Trustee, the Trustee shall, within 90 days after it occurs, transmit, in the
manner and to the extent  provided in Section 313(c) of the Trust Indenture Act,
notice of all uncured Defaults known to it; PROVIDED, HOWEVER, that, in the case
of a Default  in  payment on the  Securities  of any  series,  the  Trustee  may
withhold  the  notice if and so long as the board of  directors,  the  executive
committee or a committee of its  Responsible  Officers in good faith  determines
that withholding such notice is in the interests of the Holders of Securities of
such series;  PROVIDED FURTHER that, in the case of any Default or breach of the
character specified in Section 5.1(3) with respect to the Securities and coupons
of such series,  no such notice to Holders shall be given until at least 60 days
after the occurrence thereof.

           Section 6.7. REPORTS BY TRUSTEE TO HOLDERS.  (a) Within 60 days after
each May 15 of each  year  commencing  with the  first  May 15 after  the  first
issuance of Securities pursuant to this Indenture, the Trustee shall transmit by
mail to all Holders of  Securities  as  provided in Section  313(c) of the Trust
Indenture  Act a brief  report  dated as of such May 15 if  required  by Section
313(a) of the Trust  Indenture  Act.  The Trustee also shall comply with Section
313(b) and (d) of the Trust Indenture Act and shall transmit to the Holders,  in
the  manner  and to the  extent  provided  in said  Section  313(c) of the Trust
Indenture  Act, such other reports,  if any, as may be required  pursuant to the
Trust Indenture Act.

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

           Section 6.8.  SECURITYHOLDER  LISTS. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and  addresses  of Holders of  Securities  of each  series.  If the
Trustee  is not  the  Registrar,  the  Company  shall  furnish  to  the  Trustee
semiannually on or before the last day of June and December in each year, and at
such other times as the Trustee may request in writing, a list, in such form and
as of such  date as the  Trustee  may  reasonably  require,  containing  all the
information in the possession of the Registrar, the Company or any of its Paying
Agents  other  than the  Trustee  as to the names and  addresses  of  Holders of
Securities  of each such series.  If there are Bearer  Securities  of any series
Outstanding,  even if the Trustee is the Registrar, the Company shall furnish to
the Trustee such a list containing such  information  with respect to Holders of
such Bearer Securities only.

           Section 6.9. COMPENSATION AND INDEMNITY.

           (a) The  Company  shall  pay to the  Trustee  from  time to time such
compensation  as shall be agreed  between  the  Company  and the Trustee for all
services rendered by the Trustee hereunder. The Trustee's compensation shall not
be limited by any law on  compensation  of a trustee  of an express  trust.  The
Company  shall  reimburse  the  Trustee  upon  its  request  for all  reasonable
out-of-pocket  expenses incurred by it in connection with the performance of its
duties under this  Indenture,  except any such expense as may be attributable to


<PAGE>

its  negligence  or bad  faith.  Such  expenses  shall  include  the  reasonable
compensation and expenses of the Trustee's agents and counsel.

           (b) The Company shall indemnify the Trustee for, and hold it harmless
against, any loss, liability or expense incurred by it without negligence or bad
faith  on its part  arising  out of or in  connection  with  its  acceptance  or
administration  of the trust or trusts  hereunder.  The Trustee shall notify the
Company promptly of any claim for which it may seek indemnity. The Company shall
defend the claim and the Trustee shall cooperate in the defense. The Trustee may
have separate counsel and the Company shall pay the reasonable fees and expenses
of such counsel.  The Company need not pay for any  settlement  made without its
consent.

           (c) The Company need not reimburse  any expense or indemnify  against
any loss or liability incurred by the Trustee through negligence or bad faith.

           (d) To secure the payment obligations of the Company pursuant to this
Section,  the Trustee shall have a lien prior to the Securities of any series on
all money or property  held or  collected  by the  Trustee,  except that held in
trust to pay  principal,  premium,  if any, and interest,  if any, on particular
Securities.

           (e)  When  the  Trustee  incurs  expenses  or  renders   services  in
connection  with an Event of  Default  specified  in  Section  5.1(4) or Section
5.1(5),  the  expenses  (including  the  reasonable  charges and expenses of its
counsel)  and the  compensation  for the  services  are  intended to  constitute
expenses of  administration  under any applicable  Federal or state  bankruptcy,
insolvency or other similar law.

           (f) The  provisions of this Section shall survive the  termination of
this Indenture.

           Section 6.10. REPLACEMENT OF TRUSTEE.

           (a) The  resignation or removal of the Trustee and the appointment of
a successor  Trustee shall become  effective  only upon the successor  Trustee's
acceptance of appointment as provided in Section 6.11

           (b) The Trustee may resign at any time with respect to the Securities
of any series by giving written notice thereof to the Company. If the instrument
of  acceptance  by a successor  Trustee  required by Section 6.11 shall not have
been  delivered to the Trustee within 30 days after the giving of such notice of
resignation,   the  resigning  Trustee  may  petition  any  court  of  competent
jurisdiction  for the  appointment  of a successor  Trustee  with respect to the
Securities of such series.

           (c) The Holders of a majority in  aggregate  principal  amount of the
Outstanding Securities of any series may remove the Trustee with respect to that
series by so  notifying  the Trustee and the Company and may appoint a successor
Trustee for such series with the Company's consent.


<PAGE>

           (d) If at any time:

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

                (2) the Trustee shall cease to be eligible  under Section 310(a)
        of the Trust  Indenture  Act and  shall  fail to  resign  after  written
        request  therefor by the Company or by any Holder of a Security  who has
        been a bona fide Holder of a Security for at least six months; or

                (3) the  Trustee  becomes  incapable  of acting,  is  adjudged a
        bankrupt or an insolvent or a receiver or public officer takes charge of
        the   Trustee  or  its   property   or  affairs   for  the   purpose  of
        rehabilitation, conservation or liquidation,

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

           (e) If the  Trustee  resigns or is removed or if a vacancy  exists in
the office of Trustee for any reason,  with respect to Securities of one or more
series,  the Company shall promptly appoint a successor  Trustee 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  6.11.  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
6.11, 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 such  Securities and accepted
appointment  in the manner  required by Section 6.11,  the resigning or retiring
Trustee,  or any  Holder who has been a bona fide  Holder of a Security  of such
series  for at least  six  months  may,  on  behalf of  himself  and all  others
similarly  situated,  petition  any  court  of  competent  jurisdiction  for the
appointment  of a  successor  Trustee  with  respect to the  Securities  of such
series.

           Section 6.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

           (a) In case of the appointment  hereunder of a successor Trustee with
respect  to  all  Securities,   every  such  successor  Trustee  shall  execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument


<PAGE>

accepting  such  appointment.  Thereupon,  the  resignation  or  removal  of the
retiring  Trustee shall become  effective,  and the successor  Trustee,  without
further  act,  deed or  conveyance,  shall  become  vested  with all the rights,
powers,  trusts and duties of the retiring  Trustee;  but, on the request of the
Company or the successor  Trustee,  such retiring Trustee shall, upon payment of
its charges,  execute and deliver an instrument  transferring  to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly
assign,  transfer and deliver to such  successor  Trustee all property and money
held by such retiring Trustee hereunder.

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

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

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

           (e) 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


<PAGE>

in the manner  provided for notices to the Holders of Securities in Section 1.6.
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 6.12. ELIGIBILITY; DISQUALIFICATION. There shall at all times
be a Trustee  hereunder  which shall be eligible to act as Trustee under Section
310(a)(1)  of the Trust  Indenture  Act and shall  have a combined  capital  and
surplus of at least  $50,000,000  (or having a combined  capital  and surplus in
excess of $5,000,000 and the  obligations of which,  whether now in existence or
hereafter incurred,  are fully and  unconditionally  guaranteed by a corporation
organized and doing business  under the laws of the United States,  any State or
Territory  thereof or of the District of Columbia and having a combined  capital
and  surplus  of at  least  $50,000,000).  If the  Trustee  or such  corporation
publishes  reports  of  condition  at  least  annually,  pursuant  to law or the
requirements of Federal, State,  Territorial or District of Columbia supervising
or  examining  authority,  then for the purposes of this  Section,  the combined
capital and surplus of such the Trustee or corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so  published.  If at any  time  the  Trustee  shall  cease  to be  eligible  in
accordance with the provisions of this Section,  it shall resign  immediately in
the manner and with the effect  hereinafter  specified in this  Article.  If the
Trustee has or shall acquire any conflicting  interest within the meaning of the
Trust  Indenture  Act, the Trustee  shall  comply with the  relevant  provisions
thereof.

           Section  6.13.  MERGER,  CONVERSION,  CONSOLIDATION  OR SUCCESSION TO
BUSINESS.  Any corporation  into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion  or  consolidation  to which  the  Trustee  shall be a party,  or any
corporation  succeeding to all or substantially all the corporate trust business
of the Trustee,  shall be the successor of the Trustee hereunder,  provided such
corporation  shall be  otherwise  qualified  and  eligible  under this  Article,
without the  execution  or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not  delivered,  by the Trustee  then in office,  any  successor  by merger,
conversion  or  consolidation  to such  authenticating  Trustee  may adopt  such
authentication  and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

           Section 6.14.  APPOINTMENT OF  AUTHENTICATING  AGENT. The Trustee may
appoint an Authenticating  Agent or Agents with respect to one or more series of
Securities  which  shall  be  authorized  to act on  behalf  of the  Trustee  to
authenticate  Securities of such series issued upon  original  issue,  exchange,
registration  of transfer  or partial  redemption  thereof,  and  Securities  so
authenticated  shall be entitled to the benefits of this  Indenture and shall be
valid  and  obligatory  for all  purposes  as if  authenticated  by the  Trustee
hereunder.  Any such appointment  shall be evidenced by an instrument in writing
signed by a Responsible Officer of the Trustee, a copy of which instrument shall
be  promptly  furnished  to the  Company.  Wherever  reference  is  made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's  certificate  of  authentication,  such  reference  shall be deemed to
include   authentication   and   delivery   on  behalf  of  the  Trustee  by  an
Authenticating  Agent and a certificate of authentication  executed on behalf of
the  Trustee by an  Authenticating  Agent.  Each  Authenticating  Agent shall be


<PAGE>

acceptable to the Company and,  except as may otherwise be provided  pursuant to
Section  3.1,  shall  at all  times be a bank or trust  company  or  corporation
organized and doing  business and in good standing  under the laws of the United
States of America or of any State or the District of Columbia,  authorized under
such laws to act as Authenticating Agent. If such Authenticating Agent publishes
reports of condition at least annually,  pursuant to law or the  requirements of
such supervising or examining authority,  then for the purposes of this Section,
the combined capital and surplus of such Authenticating Agent shall be deemed to
be its  combined  capital and surplus as set forth in its most recent  report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section,  such Authenticating
Agent shall resign  immediately  in the manner and with the effect  specified in
this Section.

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

           An Authenticating  Agent for any series of Securities may at any time
resign by giving  written  notice of  resignation to the Trustee for such series
and to the  Company.  The Trustee for any series of  Securities  may at any time
terminate  the agency of an  Authenticating  Agent by giving  written  notice of
termination to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination,  or in case at any time such
Authenticating  Agent  shall  cease  to  be  eligible  in  accordance  with  the
provisions of this Section,  the Trustee for such series may appoint a successor
Authenticating  Agent  which shall be  acceptable  to the Company and shall give
notice of such  appointment  to all  Holders of  Securities  of the series  with
respect to which such  Authenticating  Agent upon  acceptance of its appointment
hereunder  shall  become  vested with all the  rights,  powers and duties of its
predecessor   hereunder,   with  like  effect  as  if  originally  named  as  an
Authenticating  Agent  herein.  No  successor   Authenticating  Agent  shall  be
appointed unless eligible under the provisions of this Section.

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

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

           This  is  one  of  the  Securities  of  a  series  issued  under  the
within-mentioned Indenture.

Dated:
                                               [_______________________________]
                                                    as Trustee



                                               By_______________________________
                                                    as Authenticating Agent



                                               By_______________________________
                                                    Authorized Signatory


Sections 6.2, 6.3, 6.5 and 6.9 shall be applicable to any Authenticating Agent.

           Section  6.15.  TRUSTEE'S   APPLICATION  FOR  INSTRUCTIONS  FROM  THE
COMPANY.  Any  application  by the  Trustee for  written  instructions  from the
Company  may,  at the option of the  Trustee,  set forth in  writing  any action
proposed to be taken or omitted by the Trustee under this Indenture and the date
on and/or  after  which such  action  shall be taken or such  omission  shall be
effective.  The Trustee shall not be liable for any action taken by, or omission
of, the Trustee in accordance with a proposal included in such application on or
after the date specified in such application  (which date shall not be less than
fifteen  Business  Days  after  the date any  officer  of the  Company  actually
receives  such  application,  unless any such  officer  shall have  consented in
writing to any  earlier  date)  unless  prior to taking any such  action (or the
effective  date in the case of an  omission),  the Trustee  shall have  received
written instructions in response to such application specifying the action to be
taken or omitted.

           Section 6.16.  PREFERENTIAL  COLLECTION OF CLAIMS AGAINST COMPANY. If
and when the Trustee  shall be or become a creditor of the Company (or any other
obligor  upon the  Securities  or the  coupons,  if any),  the Trustee  shall be
subject to the provisions of the Trust Indenture Act regarding the collection of
claims against the Company (or any such other obligor).


                                    ARTICLE 7

                  CONSOLIDATION, MERGER OR SALE BY THE COMPANY

           Section 7.1.  CONSOLIDATION,  MERGER OR SALE OF ASSETS BY THE COMPANY
PERMITTED.  The  Company  may  merge  or  consolidate  with  or into  any  other
corporation  or sell,  convey,  transfer,  lease or otherwise  dispose of all or
substantially all of its assets to any Person, if (i)(A) in the case of a merger
or consolidation, the Company is the surviving corporation or (B) in the case of


<PAGE>

a merger or consolidation where the Company is not the surviving corporation and
in the case of any such sale,  conveyance or other  disposition,  the resulting,
successor or acquiring Person is a corporation  organized and existing under the
laws of the  United  States,  any State or the  District  of  Columbia  and such
corporation  expressly assumes by supplemental  indenture all the obligations of
the Company under the Securities and any coupons  appertaining thereto and under
this Indenture,  (ii)  immediately  thereafter,  giving effect to such merger or
consolidation,  or such sale, conveyance,  transfer,  lease or other disposition
(including, without limitation, any indebtedness directly or indirectly incurred
or  anticipated  to be  incurred  in  connection  with  or in  respect  of  such
transactions),  no  Default  or Event of  Default  shall  have  occurred  and be
continuing  and (iii) the Company  has  delivered  to the  Trustee an  Officer's
Certificate  and an  Opinion  of  Counsel  each  stating  that  such  merger  or
consolidation,  or such sale, conveyance,  transfer, lease or other disposition,
complies with this Article and that all  conditions  precedent  relating to such
transaction have been complied with as herein provided.

           Section 7.2. SUCCESSOR  CORPORATION  SUBSTITUTED.  Upon any merger or
consolidation  of the Company  with or into any other  corporation  or any sale,
conveyance,  transfer, lease or other disposition of all or substantially all of
the assets of the Company to any other Person, the successor  corporation formed
by such consolidation or into which the Company is merged or the Person to which
such conveyance,  transfer or lease is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this Indenture
with the same effect as if such  successor  Person had been named as the Company
herein,  and thereafter,  except in the case of a lease to another  Person,  the
predecessor Person shall be relieved of all obligations and covenants under this
Indenture and the Securities.


                                    ARTICLE 8

                             SUPPLEMENTAL INDENTURES

           Section  8.1.  SUPPLEMENTAL  INDENTURES  WITHOUT  CONSENT OF HOLDERS.
Without the consent of any Holders,  the  Company,  when  authorized  by a Board
Resolution,  and the Trustee,  at any time and from time to time, may enter into
one or more indentures  supplemental hereto, in form reasonably  satisfactory to
the Trustee, for any of the following purposes:

                (1) to evidence the  succession  of another  corporation  to the
        Company and the assumption by any such successor of the covenants of the
        Company 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  (and if such  covenants
        are to be for the benefit of less than all series of Securities, stating
        that such covenants are expressly  being included solely for the benefit
        of such series) or to surrender any right or power herein conferred upon
        the Company; or

                (3) to add any additional  Events of Default with respect to all
        or any series of Securities; or


<PAGE>

                (4) to add to or change any of the  provisions of this Indenture
        to such  extent as shall be  necessary  to  facilitate  the  issuance of
        Bearer Securities (including, without limitation, to provide that Bearer
        Securities may be registrable as to principal only) or to facilitate the
        issuance of  Securities  in global form,  PROVIDED  that any such action
        shall not adversely affect the interests of the Holders of Securities of
        any series or any related coupons in any material respect; or

                (5) to add to, change or eliminate any of the provisions of this
        Indenture,  PROVIDED that any such addition, change or elimination shall
        become  effective  only when  there is no  Security  Outstanding  of any
        series  created  prior to the execution of such  supplemental  indenture
        which is entitled to the benefit of such  provision and as to which such
        supplemental indenture would apply; or

                (6) to secure the Securities; or

                (7) to establish  the form or terms of  Securities of any series
        as permitted by Sections 2.1 and 3.1; or

                (8) to evidence and provide for the  acceptance  of  appointment
        hereunder by a successor  Trustee with respect to the  Securities of one
        or more  series  and to add to or change any of the  provisions  of this
        Indenture  as  shall be  necessary  to  provide  for or  facilitate  the
        administration  of the  trusts  hereunder  by  more  than  one  Trustee,
        pursuant to the requirements of Section 6.10; or

                (9)  if  allowed  without  penalty  under  applicable  laws  and
        regulations,  to permit  payment in the United States  (including any of
        the  states  and  the  District  of  Columbia),  its  territories,   its
        possessions  and other areas subject to its  jurisdiction  of principal,
        premium,  if any, or interest,  if any, on Bearer Securities or coupons,
        if any; or

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

                (11) to supplement  any of the  provisions of this  Indenture to
        such extent as shall be necessary to permit or facilitate the defeasance
        and  discharge  of any  series of  Securities  pursuant  to  Article  4,
        PROVIDED that any such action shall not  adversely  affect the interests
        of the  Holders  of  Securities  of such  series or any other  series of
        Securities or any related coupons in any material respect.

           Section 8.2.  SUPPLEMENTAL  INDENTURES WITH CONSENT OF HOLDERS.  With
the written  consent of the Holders of not less than a majority of the aggregate
principal amount of the Outstanding Securities of each series adversely affected
by such  supplemental  indenture,  the Company and the Trustee may enter into an
indenture  or  indentures  supplemental  hereto to add any  provisions  to or to
change or eliminate any provisions of this  Indenture or of any other  indenture


<PAGE>

supplemental hereto or to modify the rights of the Holders of Securities of each
such series;  PROVIDED,  HOWEVER, that without the consent of the Holder of each
Outstanding Security affected thereby, an amendment under this Section may not:

                (1) change  the  Stated  Maturity  of the  principal  of, or any
        installment of principal of or interest on, any Security,  or reduce the
        principal  amount thereof or the rate of interest thereon or any premium
        payable  upon the  redemption  thereof,  or  reduce  the  amount  of the
        principal of an Original Issue  Discount  Security that would be due and
        payable upon a  declaration  of  acceleration  of the  Maturity  thereof
        pursuant  to Section  5.2,  or change the coin or  currency in which any
        Securities or any premium or interest thereon is payable,  or impair the
        right to institute  suit for the  enforcement  of any such payment on or
        after the Stated Maturity thereof (or, in the case of redemption,  on or
        after the Redemption Date);

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

                (3) change any  obligation  of the Company to maintain an office
        or agency in the places and for the  purposes  specified in Section 9.2;
        or

                (4) make any change in Section 5.7 or this Section 8.2 except to
        increase any  percentage or to provide that certain other  provisions of
        this  Indenture  cannot be modified or waived without the consent of the
        Holders of each Outstanding Security affected thereby.

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

           Upon the  request of the  Company,  accompanied  by a copy of a Board
Resolution  authorizing the execution of any such  supplemental  indenture,  and
upon the filing  with the  Trustee of  evidence of the consent of the Holders as
aforesaid,  the  Trustee  shall join with the Company in the  execution  of such
supplemental  indenture.  It is not  necessary  under this  Section  8.2 for the
Holders  to  consent  to  the  particular  form  of  any  proposed  supplemental
indenture, but it is sufficient if they consent to the substance thereof.

           Section 8.3.  COMPLIANCE WITH TRUST INDENTURE ACT. Every supplemental
indenture  executed  pursuant to this Article shall comply with the requirements
of the Trust Indenture Act as then in effect.


<PAGE>

           Section 8.4. EXECUTION OF SUPPLEMENTAL  INDENTURES.  In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this  Article  or the  modification  thereby  of the  trusts  created by this
Indenture,  the  Trustee  shall  be  entitled  to  receive,  and  shall be fully
protected in relying upon,  an Opinion of Counsel  stating that the execution of
such  supplemental  indenture is authorized or permitted by this Indenture.  The
Trustee  may, but shall not be  obligated  to, enter into any such  supplemental
indenture  which affects the Trustee's  own rights,  duties or immunities  under
this Indenture or otherwise.

           Section 8.5. EFFECT OF SUPPLEMENTAL INDENTURES. Upon the execution of
any supplemental  indenture under this Article, this Indenture shall be modified
in accordance  therewith,  and such supplemental  indenture shall form a part of
this Indenture for all purposes;  and every Holder of Securities  theretofore or
thereafter  authenticated and delivered hereunder and of any coupon appertaining
thereto shall be bound thereby.

           Section 8.6.  REFERENCE IN  SECURITIES  TO  SUPPLEMENTAL  INDENTURES.
Securities,  including any coupons,  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  including any coupons 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 including any coupons of such series.

           Section 8.7.  NOTICE OF  SUPPLEMENTAL  INDENTURE.  Promptly after the
execution  by the  Company  and  the  appropriate  Trustee  of any  supplemental
indenture pursuant to Section 8.2, the Company shall transmit, in the manner and
to the extent  provided  in  Section  1.6,  to all  Holders of any series of the
Securities  affected  thereby,  a notice  setting  forth in  general  terms  the
substance of such supplemental indenture.


                                    ARTICLE 9

                                    COVENANTS

           Section 9.1. PAYMENT OF PRINCIPAL,  PREMIUM, IF ANY, AND INTEREST, IF
ANY.  The  Company  covenants  and agrees for the benefit of the Holders of each
series of  Securities  that it will duly and  punctually  pay the  principal of,
premium,  if any,  and  interest,  if any, on the  Securities  of that series in
accordance  with  the  terms  of the  Securities  of such  series,  any  coupons
appertaining thereto and this Indenture. An installment of principal or interest
shall be  considered  paid on the date it is due if the Trustee or Paying  Agent
holds on that date money  designated for and sufficient to pay the  installment.
Unless  otherwise  specified as  contemplated by Section 3.1 with respect to any
series of  Securities  or except as  otherwise  provided  in  Section  3.7,  any
interest due on Bearer  Securities on or before  Maturity  shall be payable only
upon  presentation  and  surrender  of the  several  coupons  for such  interest
installments as are evidenced  thereby as they severally  mature. If so provided


<PAGE>

in the terms of any series of Securities established as provided in Section 3.1,
the interest,  if any, due in respect of any temporary Securities in global form
or  definitive  Security in global form,  together with any  additional  amounts
payable in respect  thereof,  as  provided in the terms and  conditions  of such
Security,  shall be  payable  only upon  presentation  of such  Security  to the
Trustee for notation thereon of the payment of such interest.

           Section 9.2.  MAINTENANCE  OF OFFICE OR AGENCY.  If  Securities  of a
series are issued as  Registered  Securities,  the Company will maintain in each
Place of  Payment  for any  series of  Securities  an  office  or  agency  where
Securities  of that series may be presented or  surrendered  for payment,  where
Securities of that series may be  surrendered  for  registration  of transfer or
exchange and where  notices and demands to or upon the Company in respect of the
Securities of that series and this  Indenture may be served.  If Securities of a
series are issuable as Bearer Securities, the Company will maintain, (i) subject
to any laws or regulations applicable thereto, an office or agency in a Place of
Payment  for that  series  which is located  outside  the United  States,  where
Securities of that series and related  coupons may be presented and  surrendered
for payment; PROVIDED, HOWEVER, that if the Securities of that series are listed
on any stock exchange  located outside the United States and such stock exchange
shall so require, the Company will maintain a Paying Agent for the Securities of
that series in any required city located outside the United States,  as the case
may be, so long as the  Securities  of that series are listed on such  exchange,
and (ii) subject to any laws or regulations  applicable  thereto,  in a Place of
Payment for that series located outside the United States,  where  Securities of
that series may be surrendered  for exchange and where notices and demands to or
upon the Company in respect of the  Securities of that series and this Indenture
may be served. The Company will give prompt written notice to the Trustee of the
location,  and any change in the location,  of any such office or agency.  If at
any time the Company shall fail to maintain any such  required  office or agency
or  shall  fail  to  furnish  the  Trustee  with  the  address   thereof,   such
presentations,  surrenders,  notices  and  demands  may be made or served at the
Corporate  Trust  Office of the  Trustee,  and the Company  hereby  appoints the
Trustee as its agent to receive all such presentations,  surrenders, notices and
demands.

           Unless otherwise specified as contemplated by Section 3.1, no payment
of  principal,  premium or  interest on Bearer  Securities  shall be made at any
office or agency of the  Company in the United  States,  by check  mailed to any
address in the United  States,  by transfer to an account  located in the United
States  or upon  presentation  or  surrender  in the  United  States of a Bearer
Security  or coupon for  payment,  even if the  payment  would be credited to an
account  located  outside the United  States;  provided,  however,  that, if the
Securities  of a series  are  denominated  and  payable in  Dollars,  payment of
principal  of and any premium or interest on any such Bearer  Security  shall be
made at the office of the  Company's  Paying Agent in the Borough of  Manhattan,
The City of New York,  if (but only if) payment in Dollars of the full amount of
such  principal,  premium  or  interest,  as the case may be, at all  offices or
agencies outside the United States  maintained for the purpose of 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  (including any coupons, if any) of one


<PAGE>

or more series may be presented or surrendered  for any or all such purposes and
may from time to time rescind any such designation;  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 (including any coupons, if any) of any series for such purposes.  The
Company will give prompt written  notice to the Trustee of any such  designation
or  rescission  and of any change in the  location  of any such other  office or
agency.

           Unless  otherwise  specified  as  contemplated  by Section  3.1,  the
Trustee shall initially serve as Paying Agent.

           Section  9.3.  MONEY FOR  SECURITIES  TO BE HELD IN TRUST;  UNCLAIMED
MONEY. If the Company shall at any time act as its own Paying Agent with respect
to any  series  of  Securities,  it  will,  on or  before  each  due date of the
principal  of,  premium,  if any, or interest on any of the  Securities  of that
series,  segregate  and hold in trust for the  benefit of the  Persons  entitled
thereto a sum sufficient to pay the principal,  premium,  if any, or interest so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein  provided  and will  promptly  notify the Trustee in writing of its
action or failure so to act.

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

                (1) hold all sums held by it for the  payment  of the  principal
        of,  premium,  if any, or interest on Securities of that 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 herein provided;

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

                (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; and

                (4) acknowledge, accept and agree to comply in all respects with
        the  provisions  of this  Indenture  relating to the duties,  rights and
        disabilities of the Paying Agent.

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


<PAGE>

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

           Section 9.4. CORPORATE  EXISTENCE.  Subject to Article 7, the Company
will at all times do or cause to be done all things  necessary  to preserve  and
keep in full  force and  effect  its  corporate  existence  and its  rights  and
franchises;  PROVIDED  that  nothing  in this  Section  9.4  shall  prevent  the
abandonment or termination of any right or franchise of the Company,  if, in the
opinion of the Company, such abandonment or termination is in the best interests
of the  Company  and does not  materially  adversely  affect the  ability of the
Company to operate its business or to fulfill its obligations hereunder.

           Section 9.5. REPORTS BY THE COMPANY. The Company covenants:

           (a) to file with the  Trustee,  within 30 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 it may be  required  to file with the  Commission
pursuant to Section 13 or Section 15(d) of the Securities  Exchange Act of 1934,
as amended;  or if it is not required to file information,  documents or reports
pursuant  to either of such  sections,  then to file  with the  Trustee  and the
Commission,  in accordance  with rules and  regulations  prescribed from time to
time by the  Commission,  such of the  supplementary  and periodic  information,
documents  and  reports  which may be  required  pursuant  to  Section 13 of the
Securities Exchange Act of 1934, as amended, 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;

           (b) to file with the Trustee and the  Commission,  in accordance with
the rules and regulations  prescribed from time to time by the Commission,  such
additional  information,  documents and reports with respect to compliance by it
with the conditions and covenants  contained or provided for in this  Indenture,
as may be required from time to time by such rules and regulations; and


<PAGE>

           (c) to transmit to all Holder of Securities, 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 it pursuant to subsections (a) and
(b) of this Section 9.5, as may be required by rules and regulations  prescribed
from time to time by the Commission.

           Section  9.6.  ANNUAL  REVIEW  CERTIFICATE;  NOTICE OF  DEFAULT.  The
Company  covenants  and agrees to deliver to the Trustee,  within 120 days after
the end of each  fiscal  year of the  Company,  a  brief  certificate  from  the
principal   executive  officer,   principal   financial  officer,  or  principal
accounting  officer as to his or her knowledge of the Company's  compliance with
all conditions and covenants under this Indenture.  For purposes of Section 9.7,
such  compliance  shall be determined  without  regard to any period of grace or
requirement of notice provided under this Indenture. The Company shall file with
the Trustee  written  notice of occurrence of any Event of Default within thirty
Business Days of its becoming aware of any such Event of Default.

           Section 9.7. WAIVER OF CERTAIN COVENANTS AND CONDITIONS.  The Company
may omit in any particular instance to comply with any term, covenant, provision
or condition set forth in Sections 9.4 through 9.6,  inclusive,  or  established
pursuant to Section 3.1 with respect to the  Securities  of any series if before
or after the time for such compliance the Holders of not less than a majority in
principal  amount of the Outstanding  Securities of such series shall, by Act of
such Holders,  either waiver such compliance in such instance or generally waive
compliance with such term, covenant,  provision or condition, but no such waiver
shall extend to or affect such term, covenant,  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,  covenant,  provision  or  condition  shall  remain in full force and
effect.


                                   ARTICLE 10

                                   REDEMPTION

           Section  10.1.   APPLICABILITY  OF  ARTICLE.   Securities  (including
coupons, if any) of any series which are redeemable before their Stated Maturity
shall be  redeemable  in  accordance  with their terms and (except as  otherwise
specified  as  contemplated  by Section  3.1 for  Securities  of any  series) in
accordance with this Article.

           Section 10.2. ELECTION TO REDEEM;  NOTICE TO TRUSTEE. The election of
the  Company to redeem  any  Securities,  including  coupons,  if any,  shall be
evidenced by a Board  Resolution or, in the case of an election made pursuant to
authority granted in a Board Resolution,  an Officer's Certificate.  In the case
of any redemption at the election of the Company of less than all the Securities
of coupons,  if any, 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, of the
principal amount of Securities of such series to be redeemed and, if applicable,
to the tenor of the Securities to be redeemed.  In the case of any redemption of


<PAGE>

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

           Section  10.3.  SELECTION  OF  SECURITIES  TO  BE  REDEEMED.   Unless
otherwise  specified  as  contemplated  by  Section  3.1,  if less  than all the
Securities  (including coupons, if any) of a series with the same original issue
date,  interest rate and Stated  Maturity are to be redeemed,  the Trustee,  not
more than 45 days prior to the Redemption  Date,  shall select the Securities of
the series to be  redeemed  in such  manner as the  Trustee  shall deem fair and
appropriate.  The Trustee shall make the selection from Securities of the series
that are Outstanding and that have not previously been called for redemption and
may provide for the selection for  redemption of portions  (equal to the minimum
authorized denomination for Securities including coupons, if any, of that series
or any  integral  multiple  thereof)  of the  principal  amount  of  Securities,
including  coupons,  if any,  of such series of a  denomination  larger than the
minimum authorized denomination for Securities of that series. The Trustee shall
promptly notify the Company in writing of the Securities selected by the Trustee
for  redemption  and,  in  the  case  of any  Securities  selected  for  partial
redemption, the principal amount thereof to be redeemed.

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

           Section 10.4.  NOTICE OF REDEMPTION.  Unless  otherwise  specified as
contemplated by Section 3.1,  notice of redemption  shall be given in the manner
provided in Section 1.6 not less than 30 days nor more than 60 days prior to the
Redemption Date to the Holders of the Securities to be redeemed.

           All notices of redemption shall state:

                (1) the Redemption Date;

                (2) the Redemption Price;

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

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


<PAGE>

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

                (6) that  Securities of the series called for redemption and all
        unmatured coupons, if any,  appertaining  thereto must be surrendered to
        the Paying Agent to collect the redemption price;

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

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

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

                (10) CUSIP number (if any).

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

           Section 10.5.  DEPOSIT OF REDEMPTION PRICE. On or prior to 12:00 Noon
New York City time on any  Redemption  Date,  the Company shall deposit with the
Trustee or with a Paying  Agent (or,  if the Company is acting as its own Paying
Agent,  segregate  and hold in trust as  provided  in Section  9.3) an amount of
money in the  currency or  currencies  (including  currency  units or  composite
currencies)  in which the  Securities  of such  series  are  payable  (except as
otherwise  specified  pursuant to Section 3.1 for the Securities of such series)
sufficient to pay on the Redemption  Date the  Redemption  Price of, and (unless
the Redemption Date shall be an Interest  Payment Date) interest  accrued to the
Redemption Date on, all Securities or portions  thereof which are to be redeemed
on that date.

           Unless any Security by its terms  prohibits  any sinking fund payment
obligation  from  being   satisfied  by  delivering  and  crediting   Securities
(including  Securities  redeemed  otherwise  than through a sinking  fund),  the
Company may deliver such  Securities to the Trustee for  crediting  against such
payment  obligation in  accordance  with the terms of such  Securities  and this
Indenture.

           Section  10.6.  SECURITIES  PAYABLE  ON  REDEMPTION  DATE.  Notice of
redemption  having been given as  aforesaid,  the  Securities  so to be redeemed
shall, on the Redemption  Date,  become due and payable at the Redemption  Price
therein  specified,  and from and after  such date  (unless  the  Company  shall
default in the  payment  of the  Redemption  Price and  accrued  interest)  such


<PAGE>

Securities  shall cease to bear  interest and the coupons for any such  interest
appertaining  to any Bearer  Security  so to be  redeemed,  except to the extent
provided  below,  shall be  void.  Except  as  provided  in the next  succeeding
paragraph,  upon surrender of any such Security,  including coupons, if any, for
redemption in accordance  with said notice,  such Security  shall be paid by the
Company  at  the  Redemption  Price,  together  with  accrued  interest  to  the
Redemption  Date;  PROVIDED,  HOWEVER,  that  installments of interest on Bearer
Securities  whose Stated Maturity is on or prior to the Redemption Date shall be
payable only at an office or agency  located  outside the United  States and its
possessions  (except as otherwise provided in Section 9.2) and, unless otherwise
specified as contemplated by Section 3.1, only upon  presentation  and surrender
of coupons for such  interest;  and  PROVIDED  FURTHER  that,  unless  otherwise
specified as contemplated by Section 3.1, installments of interest on Registered
Securities  whose  Stated  Maturity  is prior to the  Redemption  Date  shall be
payable to the Holder of such Securities, or one or more Predecessor Securities,
registered  as such at the  close  of  business  on the  relevant  Record  Dates
according to their terms and the provisions of Section 3.7.

           If any  Bearer  Security  surrendered  for  redemption  shall  not be
accompanied by all appurtenant  coupons maturing after the Redemption Date, such
Bearer Security may be paid after deducting from the Redemption  Price an amount
equal to the face amount of all such missing  coupons,  or the surrender of such
missing  coupon or coupons may be waived by the Company and the Trustee if there
be furnished to them such security or indemnity as they may require to save each
of them and any Paying Agent  harmless.  If thereafter the Holder of such Bearer
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 interest represented by coupons shall be payable only at
an office or agency  located  outside of the United States  (except as otherwise
provided   pursuant  to  Section  9.2)  and,  unless   otherwise   specified  as
contemplated  by Section  3.1,  only upon  presentation  and  surrender of those
coupons.

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

           Section  10.7.  SECURITIES  REDEEMED  IN PART.  Upon  surrender  of a
Security that is redeemed in part at any Place of Payment therefor (with, if the
Company or the Trustee so requires,  due endorsement by, or a written instrument
of transfer in form  satisfactory  to the Company and the Trustee duly  executed
by, the Holder thereof or his attorney duly authorized in writing),  the Company
shall  execute and the Trustee shall  authenticate  and deliver to the Holder of
that Security,  without service charge, a new Security or Securities of the same
series  and of like  tenor  with the same  form  and the  same  Maturity  in any
authorized  denomination  equal in aggregate  principal amount to the unredeemed
portion of the principal of the Security  surrendered;  provided,  however, that
the  Depositary  need not  surrender  a  Security  in global  form for a partial
redemption  and may be  authorized  to make a notation on such  Security of such
partial redemption.  In the case of a partial redemption of a Security in global
form, the Depositary,  and in turn, the  participants  in the Depositary,  shall
have the responsibility to select any Securities to be redeemed by random lot.


<PAGE>

                                   ARTICLE 11

                                  SINKING FUNDS

           Section  11.1.  APPLICABILITY  OF  ARTICLE.  The  provisions  of this
Article shall be applicable to any sinking fund for the retirement of Securities
of a series  except as otherwise  specified as  contemplated  by Section 3.1 for
Securities of such series.

           The minimum  amount of any sinking fund  payment  provided for by the
terms of Securities of any series is herein referred to as a "mandatory  sinking
fund payment," and any payment in excess of such minimum amount  provided for by
the terms of  Securities  of any series is herein  referred  to as an  "optional
sinking fund payment." If provided for by the terms of Securities of any series,
the cash  amount of any sinking  fund  payment  may be subject to  reduction  as
provided in Section  11.2.  Each sinking  fund  payment  shall be applied to the
redemption  of  Securities  of any  series  as  provided  for by  the  terms  of
Securities of such series.

           Section 11.2.  SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.
The Company (i) may deliver  Outstanding  Securities of a series (other than any
previously called for redemption)  together, in the case of Bearer Securities of
such series, with all unmatured coupons  appertaining thereto and (ii) may apply
as a credit  Securities  of a series  which  have  been  redeemed  either at the
election of the Company  pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the terms of
such Securities,  in each case in satisfaction of all or any part of any sinking
fund payment with respect to the  Securities of such series  required to be made
pursuant to the terms of such  Securities  as provided  for by the terms of such
series; PROVIDED that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption  through  operation
of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

           Section 11.3.  REDEMPTION OF  SECURITIES  FOR SINKING FUND.  Not less
than 60  days  prior  to each  sinking  fund  payment  date  for any  series  of
Securities  (unless a shorter period shall be satisfactory to the Trustee),  the
Company  will  deliver to the Trustee an Officer's  Certificate  specifying  the
amount of the next ensuing  sinking fund payment for that series pursuant to the
terms of that series,  the portion thereof,  if any, which is to be satisfied by
payment of cash and the portion  thereof,  if any,  which is to be  satisfied by
delivering and crediting  Securities of that series pursuant to Section 11.2 and
will also deliver to the Trustee any  Securities  to be so  delivered.  Not less
than 30 days before each such  sinking  fund  payment  date,  the Trustee  shall
select the  Securities to be redeemed upon such sinking fund payment date in the
manner  specified in Section 10.3 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  10.4.  Such notice  having been duly given,  the  redemption of such
Securities  shall be made upon the terms and in the  manner  stated in  Sections
10.6 and 10.7.


<PAGE>


                                   ARTICLE 12

                           SUBORDINATION OF SECURITIES

           Section 12.1  SECURITIES  SUBORDINATED  TO SENIOR  INDEBTEDNESS.  All
Securities  and any coupons  appertaining  thereto  issued under this  Indenture
shall be issued  subject  to the  following  provisions  and each  Holder of any
Security  or any  coupon  whether  upon  original  issue  or  upon  transfer  or
assignment thereof accepts and agrees to be bound by such provisions.

           All Securities and any coupons  appertaining thereto issued hereunder
shall,  to the extent and in the manner  hereinafter  set forth, be subordinated
and  subject  in right of  payment  to the prior  payment  in full of all Senior
Indebtedness. "Senior Indebtedness" means (i) the principal of, premium, if any,
interest,  if any,  and other  amounts  in respect  of (A)  indebtedness  of the
Company  for  money  borrowed  and (B)  indebtedness  evidenced  by  securities,
debentures,  bonds or other similar instruments issued by the Company,  (ii) all
capital lease  obligations of the Company,  (iii) all obligations of the Company
issued or assumed as the deferred  purchase price of property,  all  conditional
sale  obligations  of the Company and all  obligations  of the Company under any
title retention  agreement (but excluding trade accounts  payable arising in the
ordinary  course  of  business,  (iv) all  obligations  of the  Company  for the
reimbursement on any letter of credit,  bankers  acceptance,  security  purchase
facility or similar credit transaction, (v) all obligations of the type referred
to in clauses (i) through  (iv) above of other  persons for the payment of which
the Company is  responsible  or liable as obligor,  guarantor or otherwise,  and
(vi) all obligations of the type referred to in clauses (i) through (v) above of
other  persons  secured  by any lien on any  property  or  asset of the  Company
(whether or not such  obligation  is assumed by the Company)  except for (1) any
such  indebtedness or other  obligation that is by its terms  subordinated to or
PARI  PASSU  with the  Securities,  (2) any  indebtedness  between  or among the
Company and its  affiliates,  including all other debt securities and guarantees
in respect of those debt securities, initially issued to any trust, or a trustee
of such trust,  partnership  or other entity  affiliated  with the Company that,
directly  or  indirectly,  is a financing  vehicle of the Company (a  "financing
entity") in connection  with the issuance by such financing  entity of preferred
securities  or other  securities  that rank PARI PASSU  with,  or junior to, the
Securities and (3) the Company's  guarantee of certain payments under the 8 1/2%
Convertible Trust Originated Preferred Securities issued by Continental Airlines
Finance  Trust and the  Company's  8 1/2%  Convertible  Subordinated  Deferrable
Interest  Debentures  due 2020.  Such Senior  Indebtedness  shall continue to be
Senior Indebtedness and entitled to the benefits of the subordination provisions
herein irrespective of any amendment, modification or waiver of any term of such
Senior  Indebtedness.  The payment of the  principal  of,  premium,  if any, and
interest,  if any, on the  Securities  and coupons shall rank senior in right of
payment  to the  Company's  guarantee  of  certain  payments  under  the  8-1/2%
Convertible Trust Originated Preferred Securities issued by Continental Airlines
Finance  Trust and the  Company's  8-1/2%  Convertible  Subordinated  Deferrable
Interest Debentures due 2020.

           All provisions of this Article 12 shall be subject to Section 12.13.


<PAGE>

           Section 12.2. NO PAYMENTS IN CERTAIN  CIRCUMSTANCES;  PAYMENT OVER OF
PROCEEDS UPON DISSOLUTION,  ETC. No payment on account of principal of, premium,
if any, or interest on, or redemption or  repurchase  of, the  Securities or any
coupons  appertaining thereto or deposit pursuant to Article 4 shall be made if,
at the time of such payment or  immediately  after giving  effect  thereto:  (i)
there shall exist a default in the payment of  principal  of,  premium,  if any,
sinking  funds  or  interest  (including  a  default  under  any  repurchase  or
redemption   obligations)   or  other   amounts   with  respect  to  any  Senior
Indebtedness,  or (ii) there shall have occurred an event of default (other than
a default  in the  payment  of  principal,  premium,  if any,  sinking  funds or
interest) with respect to any Senior Indebtedness,  as defined therein or in the
instrument  under which the same is outstanding,  permitting the holders thereof
to accelerate the maturity  thereof and written notice of such occurrence  shall
have been given to the Company and to the Trustee  under this  Indenture  by the
holder or holders of such Senior  Indebtedness  and such event of default  shall
not have been cured or waived or shall not have ceased to exist. Notwithstanding
the  foregoing,  the  Company  may make,  and the  Trustee may receive and shall
apply, any payment in respect of the Securities (for principal, premium, if any,
or interest or  repurchase)  if such payment was made prior to the occurrence of
any of the contingencies specified in clauses (i) and (ii) above.

           Upon  (i)  any  acceleration  of  the  principal  amount  due  on the
Securities or (ii) any payment or  distribution  of assets of the Company of any
kind or character,  whether in cash,  property or securities,  to creditors upon
any dissolution, winding up or total or partial liquidation or reorganization of
the Company,  whether  voluntary or involuntary,  or in bankruptcy,  insolvency,
receivership or other  proceedings,  all principal of, premium,  if any, sinking
fund and  interest  or  other  amounts  due or to  become  due  upon all  Senior
Indebtedness  shall first be paid in full,  or payment  thereof  provided for in
money or money's worth in accordance with its terms,  before any payment is made
on account of the principal of,  premium,  if any, or interest on, or repurchase
of, the  indebtedness  evidenced by the  Securities  or any coupon  appertaining
thereto,  and  upon  any  such  dissolution  or  winding  up or  liquidation  or
reorganization  any payment or distribution of assets of the Company of any kind
or character,  whether in cash, property or securities,  to which the Holders of
the  Securities  or any coupons  appertaining  thereto or the Trustee under this
Indenture would be entitled,  except for the provisions hereof, shall be paid by
the Company or by any  receiver,  trustee in  bankruptcy,  liquidating  trustee,
agent or other Person making such payment or distribution,  or by the Holders of
the Securities or any coupons  appertaining thereto or by the Trustee under this
Indenture if received by them or it, as the case may be, directly to the holders
of  Senior  Indebtedness  (pro  rata to each  such  holder  on the  basis of the
respective  amounts  of  Senior  Indebtedness  held by  such  holder)  or  their
representatives, to the extent necessary to pay all Senior Indebtedness in full,
in money or money's  worth,  after giving  effect to any  concurrent  payment or
distribution to or for the holders of Senior Indebtedness, before any payment or
distribution   is  made  to  the  Holders  of  the  Securities  or  any  coupons
appertaining thereto or to the Trustee under this Indenture.

           In  the  event  that,  contrary  to the  foregoing,  any  payment  or
distribution of assets of the Company of any kind or character, whether in cash,
property or  securities,  shall be received by the Trustee or the Holders of the
Securities before all Senior  Indebtedness is paid in full or provision made for
such payment,  in accordance with its terms, such payment or distribution  shall


<PAGE>

be held in trust for the benefit of, and shall be paid over or delivered to, the
holders of such Senior Indebtedness or their  representative or representatives,
or to the  trustee  or  trustees  under  any  indenture  pursuant  to which  any
instruments  evidencing  any of such Senior  Indebtedness  have been issued,  as
their  respective  interests may appear,  for  application to the payment of all
Senior  Indebtedness  remaining  unpaid to the extent  necessary to pay all such
Senior Indebtedness in full in accordance with its terms, after giving effect to
any  concurrent  payment or  distribution  to or for the  holders of such Senior
Indebtedness.

           Subject  to the  payment  in full  of all  Senior  Indebtedness,  the
Holders of the  Securities  and any  coupons  (together  with the holders of any
other  indebtedness  of the Company which is subordinated in right of payment to
the payment in full of all Senior  Indebtedness,  which is not  subordinated  in
right of payment to the  Securities  and which by its terms grants such right of
subrogation  to the holders  thereof)  shall be  subrogated to the rights of the
holders of Senior Indebtedness to receive payments or distributions of assets of
the Company made on the Senior  Indebtedness until the principal of, premium, if
any, and interest, if any, on, or repurchase of, the Securities shall be paid in
full; and, for the purposes of such subrogation, no payments or distributions to
the holders of Senior  Indebtedness of any cash, property or securities to which
the  Holders  of the  Securities  and any  coupons  appertaining  thereto or the
Trustee would be entitled  except for the  provisions  of this  Article,  and no
payment over pursuant to the provisions of this Article to the holders of Senior
Indebtedness  by the  Holders of the  Securities  or any coupon or the  Trustee,
shall,  as between the Company,  its creditors  other than the holders of Senior
Indebtedness,  and the  Holders of  Securities  and  coupons,  be deemed to be a
payment by the Company to the  holders of or on account of Senior  Indebtedness,
it being  understood  that the  provisions  of this Article are and are intended
solely for the purpose of  defining  the  relative  rights of the Holders of the
Securities and coupons, on the one hand, and the holders of Senior Indebtedness,
on the other hand.

           Section  12.3  OBLIGATION  OF  THE  COMPANY  UNCONDITIONAL.   Nothing
contained in this  Article 12 or elsewhere in this  Indenture or in any Security
is  intended to or shall  impair,  as between the Company and the Holders of the
Securities,   the   obligations   of  the   Company,   which  are  absolute  and
unconditional,  to  pay to  the  Holders  of the  Securities  the  principal  of
(premium,  if any) and  interest  on the  Securities  as and when the same shall
become due and  payable in  accordance  with their  terms,  or is intended to or
shall affect the relative  rights of the Holders of the Securities and creditors
of the Company other than the holders of Senior Indebtedness of the Company nor,
except as expressly provided in this Article 12, shall anything herein or in the
Securities prevent the Trustee or the Holder of any Security from exercising all
remedies  otherwise   permitted  by  applicable  law  upon  default  under  this
Indenture,  subject to the rights,  if any, under this Article 12 of the holders
of Senior Indebtedness of the Company in respect of cash, property or securities
of the Company received upon the exercise of any such remedy.

           Nothing  contained in this Article 12 or elsewhere in this  Indenture
or in any Security is intended to or shall affect the obligations of the Company
to make,  or prevent  the Company  from  making,  at any time except  during the
pendency  of any  dissolution,  winding  up,  liquidation  (total or partial) or


<PAGE>

similar proceeding,  and except during the continuance of any event specified in
Section 12.2 (not cured or waived), payments at any time of the principal of (or
premium, if any) or interest on the Securities.

           Section  12.4.  NOTICE TO TRUSTEE OF  SPECIFIED  EVENTS;  RELIANCE ON
CERTIFICATE OF LIQUIDATING  AGENT.  The Company shall give prompt written notice
to the Trustee of any  insolvency  or  bankruptcy  proceeding  in respect of the
Company,  of any  proceedings  for voluntary  liquidation,  dissolution or other
winding up of the Company  (whether or not involving  insolvency or bankruptcy),
of the  declaration  of any  Security  as due and payable  before its  expressed
maturity,  and of any event which pursuant to Section 12.2 would prevent payment
by the Company on account of the principal,  premium, if any, or interest on, or
repurchase of, the Securities. The Trustee, subject to the provisions of Section
6.1,  shall be  entitled to assume  that no such event has  occurred  unless the
Company, or a holder of Senior Indebtedness,  or any trustee therefor, has given
such notice.

           Upon any  distribution  of assets of the  Company or payment by or on
behalf of the Company  referred to in this Article,  the Trustee and the Holders
of the Securities  shall be entitled to rely upon any order or decree of a court
of competent  jurisdiction in which any proceedings of the nature referred to in
Section 12.2 are pending, and the Trustee,  subject to the provisions of Section
6.1,  and the Holders of the  Securities  and coupons  shall be entitled to rely
upon a certificate  of the  liquidating  trustee or agent or other Person making
any  distribution  to the Trustee or to the Holders of the Securities or coupons
for the purpose of  ascertaining  the Persons  entitled to  participate  in such
distribution,  the holders of the Senior  Indebtedness and other indebtedness of
the Company,  the amount thereof or payable thereon,  the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article.
In the event that the Trustee  determines,  in good faith, that further evidence
is  required  with  respect  to the  right of any  Person  as a holder of Senior
Indebtedness  to  participate  in any payment or  distribution  pursuant to this
Article,  the  Trustee  may  request  such  Person to  furnish  evidence  to the
reasonable  satisfaction of the Trustee as to the amount of Senior  Indebtedness
held by such  Person,  as to the  extent to which  such  Person is  entitled  to
participate in such payment or distribution,  and as to other facts pertinent to
the  rights of such  Person  under this  Article,  and if such  evidence  is not
furnished,  the Trustee may defer any  payment to such Person  pending  judicial
determination as to the right of such Person to receive such payment.

           Section  12.5.  TRUSTEE NOT CHARGED WITH  KNOWLEDGE  OF  PROHIBITION.
Notwithstanding  the  provisions of this Article or any other  provision of this
Indenture,  but subject to the  provisions of Section 6.1 as between the Holders
of  Securities  and coupons and the Trustee,  neither the Trustee nor any Paying
Agent shall be charged  with  knowledge  of any facts which would  prohibit  the
making of any payment of moneys to or by the  Trustee or any such Paying  Agent,
unless and until the Trustee or such Paying  Agent shall have  received  written
notice  thereof at its Corporate  Trust Office from the Company or any holder of
Senior  Indebtedness  or the  trustee  or  representative  of any holder of such
Senior  Indebtedness  on his behalf  identifying  the specific  sections of this
Indenture  involved and  describing in detail the facts that would  obligate the
Trustee to withhold payments to Holders of Securities; and, prior to the receipt
of any such  written  notice,  the Trustee  and any such  Paying  Agent shall be


<PAGE>

entitled  to assume  that no such facts  exist.  In the event  that the  Trustee
determines  in good faith that further  evidence is required with respect to the
right of any  person  as a holder  of  Senior  Indebtedness  of the  Company  to
participate in any payment or distribution pursuant to this Article, the Trustee
may request such person to furnish  evidence to the reasonable  satisfaction  of
the Trustee as to the amount of Senior  Indebtedness of the Company held by such
person,  the extent to which such  person is  entitled  to  participate  in such
payment or  distribution  and any other  facts  pertinent  to the rights of such
person under this Article,  and if such evidence is not  furnished,  the Trustee
may defer any payment to such person pending  judicial  determination  as to the
right of such person to receive such payment.

           If the Trustee or Paying  Agent,  as the case may be,  shall not have
received, at least three Business Days prior to the date upon which by the terms
hereof any such moneys may become  payable for any purpose  (including,  without
limitation, the payment of the principal of, premium, if any, or the interest on
any  Security)  with  respect to such  moneys,  the notice  provided for in this
Section,  then, anything herein contained to the contrary  notwithstanding,  the
Trustee and such  Paying  Agent,  as the case may be,  shall have full power and
authority  to receive such moneys and to apply the same to the purpose for which
they were received and shall not be affected by any notice to the contrary which
may be received by it within three Business Days prior to such date.

           Section 12.6  SUBORDINATION  RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS
OF COMPANY OR HOLDERS OF SENIOR INDEBTEDNESS.  No right of any present or future
holders of any Senior  Indebtedness of the Company to enforce  subordination  as
provided  herein shall at any time in any way be  prejudiced  or impaired by any
act or failure to act on the part of the Company or by any act or failure to act
by any such  holder,  or by any  noncompliance  by the Company with the terms of
this  Indenture,  regardless of any knowledge  thereof which any such holder may
have or be otherwise charged with.

           Section 12.7 HOLDERS AUTHORIZE TRUSTEE TO EFFECTUATE SUBORDINATION OF
SECURITIES.  Each Holder of the Securities by his acceptance  thereof authorizes
and  expressly  directs  the Trustee on his behalf to take such action as may be
necessary to  appropriate  in the  discretion of the Trustee to  effectuate  the
subordination  provided in this Article 12 and appoints the Trustee his attorney
in-fact for such purpose,  including,  without  limitation,  in the event of any
dissolution,  winding up,  liquidation or reorganization of the Company (whether
in bankruptcy,  insolvency or receivership proceedings or upon an assignment for
the benefit of  creditors  or  otherwise)  tending  towards  liquidation  of the
business and assets of the Company,  the timely filing of a claim for the unpaid
balance of its or his  Securities in the form required in said  proceedings.  If
the Trustee does not file a proper  claim or proof of debt in the form  required
in such  proceedings  before  the  expiration  of the time to file such claim or
claims,  then the  holders  of Senior  Indebtedness  of the  Company  are hereby
authorized  to have  the  right  to file and are  hereby  authorized  to file an
appropriate claim for and on behalf of the Holders of said Securities.

           Section  12.8  RIGHT OF  TRUSTEE  TO HOLD  SENIOR  INDEBTEDNESS.  The
Trustee  shall be entitled to all of the rights set forth in this  Article 12 in
respect of any Senior  Indebtedness of the Company at any time held by it to the


<PAGE>

same extent as any other holder of such Senior Indebtedness of the Company,  and
nothing in this  Indenture  shall be  construed to deprive the Trustee of any of
its rights as such holder.

           Section   12.9.   TRUSTEE  NOT   FIDUCIARY   FOR  HOLDERS  OF  SENIOR
INDEBTEDNESS.  With respect to the holders of Senior Indebtedness of the Company
the Trustee  undertakes  to perform or to observe only such of its covenants and
obligations  as are  specifically  set forth in this  Article 12, and no implied
covenants or obligations  with respect to the holders of Senior  Indebtedness of
the Company shall be read into this Indenture  against the Trustee.  The Trustee
shall  not be  deemed  to owe  any  fiduciary  duty  to the  holders  of  Senior
Indebtedness and shall not be liable to any holder of Senior Indebtedness of the
Company if it shall  mistakenly  pay over or deliver to Holders of Securities or
coupons or the Company or any other Person  monies or assets to which any holder
of such Senior  Indebtedness  shall be entitled by virtue of this  Article 12 or
otherwise.

           Section  12.10  ARTICLE  12 NOT TO  PREVENT  EVENTS OF  DEFAULT.  The
failure to make a payment on account of  principal  or interest by reason of any
provision in this Article 12 shall not be construed as preventing the occurrence
of an Event of Default under Section 5.1.

           Section 12.11  PAYMENT  AGENT OTHER THAN THE TRUSTEE.  In case at any
time any  Paying  Agent  (including,  without  limitation,  the  Company  or any
Subsidiary)  other than the Trustee shall have been appointed by the Company and
be then acting hereunder, the term "Trustee" as used in this Article 12 shall in
such case (unless the context shall otherwise require) be construed as extending
to and including such Paying Agent (except the Company and its  subsidiaries  in
the case of Sections  12.5,  12.8 and 12.9)  within its meaning as fully for all
intents and  purposes as if such Paying  Agent were named in this  Article 12 in
addition to or in place of the Trustee.

           Section 12.12 TRUSTEE'S COMPENSATION NOT PREJUDICED.  Nothing in this
Article 12 shall apply to amounts due to the Trustee pursuant to Section 6.9.

           Section 12.13 TRUST MONEYS NOT SUBORDINATED. Notwithstanding anything
contained  herein to the  contrary,  payments  from  money  held in trust  under
Article 4 by the Trustee for the payment of principal of,  premium,  if any, and
interest,  if any,  on the  Securities  shall not be  subordinated  to the prior
payment of any Senior Indebtedness of the Company or subject to the restrictions
set forth in this  Article 12 and none of the Holders  shall be obligated to pay
over any such amount to the Company or any holder of Senior  Indebtedness of the
Company or any other creditor of the Company.


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


<PAGE>

           This Indenture may be executed in any number of counterparts, each of
which shall be an original,  but such counterparts shall together constitute but
one instrument.

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


                                       CONTINENTAL AIRLINES, INC., as Issuer




                                       By_____________________________________
                                       Title:

Attest:



_________________________________
Title:


                                       [_________________________], as Trustee




                                       By_____________________________________
                                       Title:

Attest:



_________________________________
Title:





                                                                     EXHIBIT 5.1

                      OPINION OF HUGHES HUBBARD & REED LLP



<PAGE>


<TABLE>
<CAPTION>

<S>                                                <C>
Hughes Hubbard & Reed LLP                          One Battery Park Plaza
                                                   New York, New York 10004-1482
                                                   Telephone: 212-837-6000
                                                   Facsimile: 212-422-4726
</TABLE>




                                                   June 13, 1997



Continental Airlines, Inc.
2929 Allen Parkway
Houston, Texas  77019

Dear Sirs:

         You have  requested  our opinion in  connection  with the  Registration
Statement on Form S-3 filed by Continental  Airlines,  Inc. (the "Company") with
the  Securities  and Exchange  Commission  under the  Securities Act of 1933, as
amended,  with respect to the proposed issuance and sale by the Company of up to
$400,000,000  aggregate  principal amount of debt securities of the Company (the
"Debt  Securities")  on terms  to be  determined  at the time of sale.  The Debt
Securities are to be issued  pursuant to an Indenture in the form of Exhibit 4.1
or 4.2 (the  "Indenture"),  from the Company to a bank or trust company or other
corporation  eligible to serve as Trustee  thereunder (the  "Trustee").  We have
examined  such  corporate  records  and  other  documents  and  have  made  such
examinations of law as we have deemed relevant.

         It is our  opinion  that  when  (a) the  applicable  provisions  of the
Securities Act of 1933, as amended, and such "Blue Sky" or state securities laws
as may
 be applicable  shall have been complied with,  (b) an  application  filed
pursuant to Section  305(b)(2) of the Trust  Indenture  Act of 1939, as amended,
for the  purpose of  determining  the  Trustee's  eligibility  shall have become
effective,  (c) the  Indenture  shall have been duly  authorized,  executed  and
delivered  by the Company and the Trustee and shall have become  effective,  and
(d) the Debt  Securities  shall  have been duly  authorized  by the  Company  as
contemplated  by the  Indenture,  subject  to the terms of such Debt  Securities
being  otherwise in  compliance  with then  applicable  law, and duly  executed,
authenticated and delivered  against payment therefor,  the Debt Securities will
be legally issued and binding obligations of the Company.

         We hereby  consent to the filing of this  opinion as an exhibit to said
Registration  Statement  and we  further  consent  to the use of our name in the
Registration  Statement  under the  caption  "Legal  Opinions."  In giving  this
consent,  we do not thereby  admit that we are in the category of persons  whose
consent is required  under Section 7 of the  Securities Act of 1933, as amended,
or  the  rules  and  regulations  of  the  Securities  and  Exchange  Commission
thereunder.

                                                   Very truly yours,


                                                   /s/ HUGHES HUBBARD & REED LLP




                                                                    EXHIBIT 12.1



                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES



<PAGE>


CONTINENTAL AIRLINES, INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(IN MILLIONS)


<TABLE>
<CAPTION>

                                        Three       Three        
                                        Months      Months                                         4/28/93  |  1/1/93
                                        Ended       Ended                                          through  |  through
                                        3/31/97     3/31/96      1996        1995        1994      12/31/93 |  4/27/93       1992
                                        -------     -------    -------     -------     --------    -------- |  -------     --------
<S>                                     <C>         <C>        <C>         <C>         <C>         <C>         <C>         <C>
                                                                                                            |  
Earnings:                                                                                                   |  
  Earnings (Loss) Before Income                                                                             |       
   Taxes, Minority Interest and                                                                             |  
   Extraordinary Items                  $  124      $   95     $  428      $  310      $  (651)      ($52)  |   ($977)      ($125)
  Plus:                                                                                                     |
   Interest Expense (a)                     42          47        165         213          241        165   |      52         153
   Capitalized Interest                     (6)         (1)        (5)         (6)         (17)        (8)  |      (2)         (6)
   Amortization of Capitalized                                                                              |
    Interest                                 1           1          3           2            1          0   |       0           0
   Portion of Rent Expense                                                                                  |
    Representative of Interest                                                                              |
    Expense (a)                             94          89        359         360          337        216   |     117         324
                                        ------      ------     ------      ------      -------     ------   |  ------      ------
                                           255         231        950         879          (89)       321   |    (810)        346
                                        ------      ------     ------      ------      -------     ------   |  ------      ------  
Fixed Charges:                                                                                              | 
   Interest Expense (a)                     42          47        165         213          241        165   |      52         153
   Portion of Rent Expense                                                                                  | 
    Representative of                                                                                       | 
    Interest Expense (a)                    94          89        359         360          337        216   |     117         324
                                        ------      ------     ------      ------      -------     ------   |  ------      ------
Total Fixed Charges                        136         136        524         573          578        381   |     169         477
                                        ------      ------     ------      ------      -------     ------   |  ------      ------
Coverage Adequacy (Deficiency)          $  119      $   95     $  426      $  306      $  (667)    $  (60)  |  $ (979)     $ (131)
                                        ======      ======     ======      ======      =======     ======   |  ======      ======
Coverage Ratio                            1.88        1.70       1.81        1.53          n/a        n/a   |     n/a         n/a
                                        ======      ======     ======      ======      =======     ======   |  ======      ======

</TABLE>


Note:   A  vertical  black  line is  shown  in  the   table  above  to  separate
        Continental's  post-reorganized  consolidated financial data of Holdings
        since  they  have not been prepared on a consistent basis of accounting.
    (a) Includes  Fair Market Value  Adjustments
  resulting  from the  Company's
        emergence from bankruptcy.




                                                                    EXHIBIT 23.1


                         CONSENT OF INDEPENDENT AUDITORS



<PAGE>


                         CONSENT OF INDEPENDENT AUDITORS


We  consent to the  reference  to our firm under the  caption  "Experts"  in the
Registration   Statement  (Form  S-3)  and  related  Prospectus  of  Continental
Airlines,  Inc. for the  registration  of $400,000,000 in debt securities and to
the  incorporation by reference  therein of our reports dated February 10, 1997,
with  respect  to  the  consolidated   financial  statements  and  schedules  of
Continental  Airlines,  Inc.  included in its Annual  Report (form 10-K) for the
year ended December 31, 1996, filed with the Securities and Exchange Commission.


                                                   /s/ ERNST & YOUNG LLP


Houston, Texas
June 11, 1997






                                                                    EXHIBIT 24.1


                               POWERS OF ATTORNEY


<PAGE>


                                POWER OF ATTORNEY


     The undersigned  director and/or officer of Continental  Airlines,  Inc., a
Delaware  corporation  (the  "Company"),  does  hereby  constitute  and  appoint
Lawrence W. Kellner, Jeffery A. Smisek and Scott R. Peterson, or any of them, as
the undersigned's true and lawful attorneys in-fact and agents to do any and all
things in the undersigned's  name and behalf in the undersigned's  capacity as a
director  and/or officer of the Company,  and to execute any and all instruments
for the  undersigned  and in the  undersigned's  name and capacity as a director
and/or  officer  that such person or persons may deem  necessary or advisable to
enable the Company to comply with the  Securities  Act of 1933, as amended,  and
any rules, regulations or requirements of the Securities and Exchange Commission
in connection with that certain  Registration  Statement on Form S-3 relating to
future debt offerings of the Company (the "Registration  Statement"),  including
specifically,  but  not  limited  to,  power  and  authority  to  sign  for  the
undersigned  in the  capacity  as a director  and/or  officer of the Company the
Registration   Statement,   and  any  and  all  amendments  thereto,   including
post-effective  amendments,
  and the undersigned  does hereby ratify and confirm
all that such person or persons shall do or cause to be done by virtue hereof.



                                                 /S/  JEFFERY A. SMISEK
                                                 -------------------------------
                                                           (Signature)


                                         Printed Name:JEFFERY A. SMISEK
                                                      --------------------------



                                                 Dated and effective as of June
                                                 10, 1997


<PAGE>


                                POWER OF ATTORNEY


     The undersigned  director and/or officer of Continental  Airlines,  Inc., a
Delaware  corporation  (the  "Company"),  does  hereby  constitute  and  appoint
Lawrence W. Kellner, Jeffery A. Smisek and Scott R. Peterson, or any of them, as
the undersigned's true and lawful attorneys in-fact and agents to do any and all
things in the undersigned's  name and behalf in the undersigned's  capacity as a
director  and/or officer of the Company,  and to execute any and all instruments
for the  undersigned  and in the  undersigned's  name and capacity as a director
and/or  officer  that such person or persons may deem  necessary or advisable to
enable the Company to comply with the  Securities  Act of 1933, as amended,  and
any rules, regulations or requirements of the Securities and Exchange Commission
in connection with that certain  Registration  Statement on Form S-3 relating to
future debt offerings of the Company (the "Registration  Statement"),  including
specifically,  but  not  limited  to,  power  and  authority  to  sign  for  the
undersigned  in the  capacity  as a director  and/or  officer of the Company the
Registration   Statement,   and  any  and  all  amendments  thereto,   including
post-effective  amendments,  and the undersigned  does hereby ratify and confirm
all that such person or persons shall do or cause to be done by virtue hereof.



                                                 /S/  GORDON M. BETHUNE
                                                 -------------------------------
                                                           (Signature)


                                         Printed Name:GORDON M. BETHUNE
                                                      --------------------------


                                                 Dated and effective as of June
                                                 10, 1997


<PAGE>

                                POWER OF ATTORNEY


     The undersigned  director and/or officer of Continental  Airlines,  Inc., a
Delaware  corporation  (the  "Company"),  does  hereby  constitute  and  appoint
Lawrence W. Kellner, Jeffery A. Smisek and Scott R. Peterson, or any of them, as
the undersigned's true and lawful attorneys in-fact and agents to do any and all
things in the undersigned's  name and behalf in the undersigned's  capacity as a
director  and/or officer of the Company,  and to execute any and all instruments
for the  undersigned  and in the  undersigned's  name and capacity as a director
and/or  officer  that such person or persons may deem  necessary or advisable to
enable the Company to comply with the  Securities  Act of 1933, as amended,  and
any rules, regulations or requirements of the Securities and Exchange Commission
in connection with that certain  Registration  Statement on Form S-3 relating to
future debt offerings of the Company (the "Registration  Statement"),  including
specifically,  but  not  limited  to,  power  and  authority  to  sign  for  the
undersigned  in the  capacity  as a director  and/or  officer of the Company the
Registration   Statement,   and  any  and  all  amendments  thereto,   including
post-effective  amendments,  and the undersigned  does hereby ratify and confirm
all that such person or persons shall do or cause to be done by virtue hereof.



                                                 /S/  LAWRENCE W. KELLNER
                                                 -------------------------------
                                                           (Signature)


                                         Printed Name:LAWRENCE W. KELLNER
                                                      --------------------------


                                                 Dated and effective as of June
                                                 10, 1997


<PAGE>

                                POWER OF ATTORNEY


     The undersigned  director and/or officer of Continental  Airlines,  Inc., a
Delaware  corporation  (the  "Company"),  does  hereby  constitute  and  appoint
Lawrence W. Kellner, Jeffery A. Smisek and Scott R. Peterson, or any of them, as
the undersigned's true and lawful attorneys in-fact and agents to do any and all
things in the undersigned's  name and behalf in the undersigned's  capacity as a
director  and/or officer of the Company,  and to execute any and all instruments
for the  undersigned  and in the  undersigned's  name and capacity as a director
and/or  officer  that such person or persons may deem  necessary or advisable to
enable the Company to comply with the  Securities  Act of 1933, as amended,  and
any rules, regulations or requirements of the Securities and Exchange Commission
in connection with that certain  Registration  Statement on Form S-3 relating to
future debt offerings of the Company (the "Registration  Statement"),  including
specifically,  but  not  limited  to,  power  and  authority  to  sign  for  the
undersigned  in the  capacity  as a director  and/or  officer of the Company the
Registration   Statement,   and  any  and  all  amendments  thereto,   including
post-effective  amendments,  and the undersigned  does hereby ratify and confirm
all that such person or persons shall do or cause to be done by virtue hereof.



                                                 /S/  MICHAEL P. BONDS
                                                 -------------------------------
                                                           (Signature)


                                         Printed Name:MICHAEL P. BONDS
                                                      --------------------------


                                                 Dated and effective as of June
                                                 10, 1997


<PAGE>


                                POWER OF ATTORNEY


     The undersigned  director and/or officer of Continental  Airlines,  Inc., a
Delaware  corporation  (the  "Company"),  does  hereby  constitute  and  appoint
Lawrence W. Kellner, Jeffery A. Smisek and Scott R. Peterson, or any of them, as
the undersigned's true and lawful attorneys in-fact and agents to do any and all
things in the undersigned's  name and behalf in the undersigned's  capacity as a
director  and/or officer of the Company,  and to execute any and all instruments
for the  undersigned  and in the  undersigned's  name and capacity as a director
and/or  officer  that such person or persons may deem  necessary or advisable to
enable the Company to comply with the  Securities  Act of 1933, as amended,  and
any rules, regulations or requirements of the Securities and Exchange Commission
in connection with that certain  Registration  Statement on Form S-3 relating to
future debt offerings of the Company (the "Registration  Statement"),  including
specifically,  but  not  limited  to,  power  and  authority  to  sign  for  the
undersigned  in the  capacity  as a director  and/or  officer of the Company the
Registration   Statement,   and  any  and  all  amendments  thereto,   including
post-effective  amendments,  and the undersigned  does hereby ratify and confirm
all that such person or persons shall do or cause to be done by virtue hereof.



                                                 /S/  THOMAS J. BARRACK, JR.
                                                 -------------------------------
                                                           (Signature)


                                         Printed Name:THOMAS J. BARRACK, JR.
                                                      --------------------------


                                                 Dated and effective as of June 
                                                 10, 1997


<PAGE>

                                POWER OF ATTORNEY


     The undersigned  director and/or officer of Continental  Airlines,  Inc., a
Delaware  corporation  (the  "Company"),  does  hereby  constitute  and  appoint
Lawrence W. Kellner, Jeffery A. Smisek and Scott R. Peterson, or any of them, as
the undersigned's true and lawful attorneys in-fact and agents to do any and all
things in the undersigned's  name and behalf in the undersigned's  capacity as a
director  and/or officer of the Company,  and to execute any and all instruments
for the  undersigned  and in the  undersigned's  name and capacity as a director
and/or  officer  that such person or persons may deem  necessary or advisable to
enable the Company to comply with the  Securities  Act of 1933, as amended,  and
any rules, regulations or requirements of the Securities and Exchange Commission
in connection with that certain  Registration  Statement on Form S-3 relating to
future debt offerings of the Company (the "Registration  Statement"),  including
specifically,  but  not  limited  to,  power  and  authority  to  sign  for  the
undersigned  in the  capacity  as a director  and/or  officer of the Company the
Registration   Statement,   and  any  and  all  amendments  thereto,   including
post-effective  amendments,  and the undersigned  does hereby ratify and confirm
all that such person or persons shall do or cause to be done by virtue hereof.



                                                 /S/  GREGORY D. BRENNEMAN
                                                 -------------------------------
                                                           (Signature)


                                         Printed Name:GREGORY D. BRENNEMAN
                                                      --------------------------


                                                 Dated and effective as of June 
                                                 10, 1997


<PAGE>

                                POWER OF ATTORNEY


     The undersigned  director and/or officer of Continental  Airlines,  Inc., a
Delaware  corporation  (the  "Company"),  does  hereby  constitute  and  appoint
Lawrence W. Kellner, Jeffery A. Smisek and Scott R. Peterson, or any of them, as
the undersigned's true and lawful attorneys in-fact and agents to do any and all
things in the undersigned's  name and behalf in the undersigned's  capacity as a
director  and/or officer of the Company,  and to execute any and all instruments
for the  undersigned  and in the  undersigned's  name and capacity as a director
and/or  officer  that such person or persons may deem  necessary or advisable to
enable the Company to comply with the  Securities  Act of 1933, as amended,  and
any rules, regulations or requirements of the Securities and Exchange Commission
in connection with that certain  Registration  Statement on Form S-3 relating to
future debt offerings of the Company (the "Registration  Statement"),  including
specifically,  but  not  limited  to,  power  and  authority  to  sign  for  the
undersigned  in the  capacity  as a director  and/or  officer of the Company the
Registration   Statement,   and  any  and  all  amendments  thereto,   including
post-effective  amendments,  and the undersigned  does hereby ratify and confirm
all that such person or persons shall do or cause to be done by virtue hereof.



                                                 /S/  LLOYD M. BENTSEN, JR.
                                                 -------------------------------
                                                           (Signature)


                                         Printed Name:LLOYD M. BENTSEN, JR.
                                                      --------------------------


                                                 Dated and effective as of June 
                                                 10, 1997


<PAGE>

                                POWER OF ATTORNEY


     The undersigned  director and/or officer of Continental  Airlines,  Inc., a
Delaware  corporation  (the  "Company"),  does  hereby  constitute  and  appoint
Lawrence W. Kellner, Jeffery A. Smisek and Scott R. Peterson, or any of them, as
the undersigned's true and lawful attorneys in-fact and agents to do any and all
things in the undersigned's  name and behalf in the undersigned's  capacity as a
director  and/or officer of the Company,  and to execute any and all instruments
for the  undersigned  and in the  undersigned's  name and capacity as a director
and/or  officer  that such person or persons may deem  necessary or advisable to
enable the Company to comply with the  Securities  Act of 1933, as amended,  and
any rules, regulations or requirements of the Securities and Exchange Commission
in connection with that certain  Registration  Statement on Form S-3 relating to
future debt offerings of the Company (the "Registration  Statement"),  including
specifically,  but  not  limited  to,  power  and  authority  to  sign  for  the
undersigned  in the  capacity  as a director  and/or  officer of the Company the
Registration   Statement,   and  any  and  all  amendments  thereto,   including
post-effective  amendments,  and the undersigned  does hereby ratify and confirm
all that such person or persons shall do or cause to be done by virtue hereof.



                                                 /S/  DAVID BONDERMAN
                                                 -------------------------------
                                                           (Signature)


                                         Printed Name:DAVID BONDERMAN
                                                      --------------------------


                                                 Dated and effective as of June 
                                                 10, 1997


<PAGE>

                                POWER OF ATTORNEY


     The undersigned  director and/or officer of Continental  Airlines,  Inc., a
Delaware  corporation  (the  "Company"),  does  hereby  constitute  and  appoint
Lawrence W. Kellner, Jeffery A. Smisek and Scott R. Peterson, or any of them, as
the undersigned's true and lawful attorneys in-fact and agents to do any and all
things in the undersigned's  name and behalf in the undersigned's  capacity as a
director  and/or officer of the Company,  and to execute any and all instruments
for the  undersigned  and in the  undersigned's  name and capacity as a director
and/or  officer  that such person or persons may deem  necessary or advisable to
enable the Company to comply with the  Securities  Act of 1933, as amended,  and
any rules, regulations or requirements of the Securities and Exchange Commission
in connection with that certain  Registration  Statement on Form S-3 relating to
future debt offerings of the Company (the "Registration  Statement"),  including
specifically,  but  not  limited  to,  power  and  authority  to  sign  for  the
undersigned  in the  capacity  as a director  and/or  officer of the Company the
Registration   Statement,   and  any  and  all  amendments  thereto,   including
post-effective  amendments,  and the undersigned  does hereby ratify and confirm
all that such person or persons shall do or cause to be done by virtue hereof.



                                                 /S/  DOUGLAS H. McCORKINDALE
                                                 -------------------------------
                                                           (Signature)


                                         Printed Name:DOUGLAS H. McCORKINDALE
                                                      --------------------------


                                                 Dated and effective as of June 
                                                 10, 1997


<PAGE>

                                POWER OF ATTORNEY


     The undersigned  director and/or officer of Continental  Airlines,  Inc., a
Delaware  corporation  (the  "Company"),  does  hereby  constitute  and  appoint
Lawrence W. Kellner, Jeffery A. Smisek and Scott R. Peterson, or any of them, as
the undersigned's true and lawful attorneys in-fact and agents to do any and all
things in the undersigned's  name and behalf in the undersigned's  capacity as a
director  and/or officer of the Company,  and to execute any and all instruments
for the  undersigned  and in the  undersigned's  name and capacity as a director
and/or  officer  that such person or persons may deem  necessary or advisable to
enable the Company to comply with the  Securities  Act of 1933, as amended,  and
any rules, regulations or requirements of the Securities and Exchange Commission
in connection with that certain  Registration  Statement on Form S-3 relating to
future debt offerings of the Company (the "Registration  Statement"),  including
specifically,  but  not  limited  to,  power  and  authority  to  sign  for  the
undersigned  in the  capacity  as a director  and/or  officer of the Company the
Registration   Statement,   and  any  and  all  amendments  thereto,   including
post-effective  amendments,  and the undersigned  does hereby ratify and confirm
all that such person or persons shall do or cause to be done by virtue hereof.



                                                 /S/  GEORGE G. C. PARKER
                                                 -------------------------------
                                                           (Signature)


                                         Printed Name:GEORGE G. C. PARKER
                                                      --------------------------


                                                 Dated and effective as of June 
                                                 10, 1997



<PAGE>

                                POWER OF ATTORNEY


     The undersigned  director and/or officer of Continental  Airlines,  Inc., a
Delaware  corporation  (the  "Company"),  does  hereby  constitute  and  appoint
Lawrence W. Kellner, Jeffery A. Smisek and Scott R. Peterson, or any of them, as
the undersigned's true and lawful attorneys in-fact and agents to do any and all
things in the undersigned's  name and behalf in the undersigned's  capacity as a
director  and/or officer of the Company,  and to execute any and all instruments
for the  undersigned  and in the  undersigned's  name and capacity as a director
and/or  officer  that such person or persons may deem  necessary or advisable to
enable the Company to comply with the  Securities  Act of 1933, as amended,  and
any rules, regulations or requirements of the Securities and Exchange Commission
in connection with that certain  Registration  Statement on Form S-3 relating to
future debt offerings of the Company (the "Registration  Statement"),  including
specifically,  but  not  limited  to,  power  and  authority  to  sign  for  the
undersigned  in the  capacity  as a director  and/or  officer of the Company the
Registration   Statement,   and  any  and  all  amendments  thereto,   including
post-effective  amendments,  and the undersigned  does hereby ratify and confirm
all that such person or persons shall do or cause to be done by virtue hereof.



                                                 /S/  RICHARD W. POGUE
                                                 -------------------------------
                                                           (Signature)


                                         Printed Name:RICHARD W. POGUE
                                                      --------------------------


                                                 Dated and effective as of June 
                                                 10, 1997


<PAGE>

                                POWER OF ATTORNEY


     The undersigned  director and/or officer of Continental  Airlines,  Inc., a
Delaware  corporation  (the  "Company"),  does  hereby  constitute  and  appoint
Lawrence W. Kellner, Jeffery A. Smisek and Scott R. Peterson, or any of them, as
the undersigned's true and lawful attorneys in-fact and agents to do any and all
things in the undersigned's  name and behalf in the undersigned's  capacity as a
director  and/or officer of the Company,  and to execute any and all instruments
for the  undersigned  and in the  undersigned's  name and capacity as a director
and/or  officer  that such person or persons may deem  necessary or advisable to
enable the Company to comply with the  Securities  Act of 1933, as amended,  and
any rules, regulations or requirements of the Securities and Exchange Commission
in connection with that certain  Registration  Statement on Form S-3 relating to
future debt offerings of the Company (the "Registration  Statement"),  including
specifically,  but  not  limited  to,  power  and  authority  to  sign  for  the
undersigned  in the  capacity  as a director  and/or  officer of the Company the
Registration   Statement,   and  any  and  all  amendments  thereto,   including
post-effective  amendments,  and the undersigned  does hereby ratify and confirm
all that such person or persons shall do or cause to be done by virtue hereof.



                                                 /S/  WILLIAM S. PRICE III
                                                 -------------------------------
                                                           (Signature)


                                         Printed Name:WILLIAM S. PRICE III
                                                      --------------------------


                                                 Dated and effective as of June 
                                                 10, 1997


<PAGE>

                                POWER OF ATTORNEY


     The undersigned  director and/or officer of Continental  Airlines,  Inc., a
Delaware  corporation  (the  "Company"),  does  hereby  constitute  and  appoint
Lawrence W. Kellner, Jeffery A. Smisek and Scott R. Peterson, or any of them, as
the undersigned's true and lawful attorneys in-fact and agents to do any and all
things in the undersigned's  name and behalf in the undersigned's  capacity as a
director  and/or officer of the Company,  and to execute any and all instruments
for the  undersigned  and in the  undersigned's  name and capacity as a director
and/or  officer  that such person or persons may deem  necessary or advisable to
enable the Company to comply with the  Securities  Act of 1933, as amended,  and
any rules, regulations or requirements of the Securities and Exchange Commission
in connection with that certain  Registration  Statement on Form S-3 relating to
future debt offerings of the Company (the "Registration  Statement"),  including
specifically,  but  not  limited  to,  power  and  authority  to  sign  for  the
undersigned  in the  capacity  as a director  and/or  officer of the Company the
Registration   Statement,   and  any  and  all  amendments  thereto,   including
post-effective  amendments,  and the undersigned  does hereby ratify and confirm
all that such person or persons shall do or cause to be done by virtue hereof.



                                                 /S/  DONALD L. STURM
                                                 -------------------------------
                                                           (Signature)


                                         Printed Name:DONALD L. STURM
                                                      --------------------------


                                                 Dated and effective as of June 
                                                 10, 1997


<PAGE>

                                POWER OF ATTORNEY


     The undersigned  director and/or officer of Continental  Airlines,  Inc., a
Delaware  corporation  (the  "Company"),  does  hereby  constitute  and  appoint
Lawrence W. Kellner, Jeffery A. Smisek and Scott R. Peterson, or any of them, as
the undersigned's true and lawful attorneys in-fact and agents to do any and all
things in the undersigned's  name and behalf in the undersigned's  capacity as a
director  and/or officer of the Company,  and to execute any and all instruments
for the  undersigned  and in the  undersigned's  name and capacity as a director
and/or  officer  that such person or persons may deem  necessary or advisable to
enable the Company to comply with the  Securities  Act of 1933, as amended,  and
any rules, regulations or requirements of the Securities and Exchange Commission
in connection with that certain  Registration  Statement on Form S-3 relating to
future debt offerings of the Company (the "Registration  Statement"),  including
specifically,  but  not  limited  to,  power  and  authority  to  sign  for  the
undersigned  in the  capacity  as a director  and/or  officer of the Company the
Registration   Statement,   and  any  and  all  amendments  thereto,   including
post-effective  amendments,  and the undersigned  does hereby ratify and confirm
all that such person or persons shall do or cause to be done by virtue hereof.



                                                 /S/  KAREN HASTIE WILLIAMS
                                                 -------------------------------
                                                           (Signature)


                                         Printed Name:KAREN HASTIE WILLIAMS
                                                      --------------------------


                                                 Dated and effective as of June 
                                                 10, 1997


<PAGE>

                                POWER OF ATTORNEY


     The undersigned  director and/or officer of Continental  Airlines,  Inc., a
Delaware  corporation  (the  "Company"),  does  hereby  constitute  and  appoint
Lawrence W. Kellner, Jeffery A. Smisek and Scott R. Peterson, or any of them, as
the undersigned's true and lawful attorneys in-fact and agents to do any and all
things in the undersigned's  name and behalf in the undersigned's  capacity as a
director  and/or officer of the Company,  and to execute any and all instruments
for the  undersigned  and in the  undersigned's  name and capacity as a director
and/or  officer  that such person or persons may deem  necessary or advisable to
enable the Company to comply with the  Securities  Act of 1933, as amended,  and
any rules, regulations or requirements of the Securities and Exchange Commission
in connection with that certain  Registration  Statement on Form S-3 relating to
future debt offerings of the Company (the "Registration  Statement"),  including
specifically,  but  not  limited  to,  power  and  authority  to  sign  for  the
undersigned  in the  capacity  as a director  and/or  officer of the Company the
Registration   Statement,   and  any  and  all  amendments  thereto,   including
post-effective  amendments,  and the undersigned  does hereby ratify and confirm
all that such person or persons shall do or cause to be done by virtue hereof.



                                                 /S/  CHARLES A. YAMARONE
                                                 -------------------------------
                                                           (Signature)


                                         Printed Name:CHARLES A. YAMARONE
                                                      --------------------------


                                                 Dated and effective as of June 
                                                 10, 1997