TRICON GLOBAL RESTAURANTS INC, S-3/A, 1998-02-05

TRICON GLOBAL RESTAURANTS INC
S-3/A, 1998-02-05
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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 5, 1998
REGISTRATION NO. 333-42969
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- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 1
TO
FORM S-3

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
------------------------

<TABLE>
<C> <C> <S>
TRICON GLOBAL RESTAURANTS, INC. NORTH CAROLINA 13-3951308
(Exact name of Registrant (State or other (I.R.S. employer
as specified in its charter) jurisdiction of identification no.)
incorporation or
organization)
</TABLE>

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TRICON GLOBAL RESTAURANTS, INC.
1441 GARDINER LANE
LOUISVILLE, KENTUCKY 40213
(502) 874-1000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
------------------------

CHRISTIAN L. CAMPBELL, ESQ.
TRICON GLOBAL RESTAURANTS, INC.
1441 GARDINER LANE
LOUISVILLE, KENTUCKY 40213
(502) 874-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------

Copies to:
JEFFREY H. COHEN, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
300 S. GRAND AVENUE, SUITE 3400
LOS ANGELES, CALIFORNIA 90071-3144
(213) 687-5000
------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: At any time
and from time to time after the effective date of this Registration Statement.

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 to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities being 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. /X/

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, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

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<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. 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>
SUBJECT TO COMPLETION, DATED FEBRUARY 5, 1998

TRICON GLOBAL RESTAURANTS, INC.
DEBT SECURITIES
DUE NOT LESS THAN NINE MONTHS FROM DATE OF ISSUE
------------------------

TRICON Global Restaurants, Inc., a North Carolina corporation (the
"Company"), may offer and sell from time to time debt securities ("Debt
Securities") in one or more series, in amounts, at prices and on terms to be
determined by market conditions at the time of sale and to be set forth in one
or more pricing or other supplement(s) to this Prospectus (including any related
term sheet, a "Prospectus Supplement"). The Debt Securities will have an
aggregate initial offering price of up to $2,000,000,000. Each Debt Security
will bear interest at either a fixed rate established by the Company at the date
of issue (a "Fixed Rate Debt Security") (which in the case of a Debt Security
issued at a discount from its principal amount (a "Discount Debt Security") may
be zero) or a floating rate (a "Floating Rate Debt Security"). The form in which
the Debt Securities are to be issued, their specific designation, aggregate
principal amount, maturity, rate and times of payment of interest, if any,
redemption, exchange and sinking fund terms, if any, other rights, if any, and
other specific terms will be set forth in a Prospectus Supplement relating to
such Debt Securities. 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. Unless otherwise specified in
the applicable Prospectus Supplement, Debt Securities will be issued in integral
multiples of $1,000, will not be redeemable or repayable prior to maturity, and
will not be subject to any sinking fund. Each Debt Security will be issued in
registered form and will be represented by a single global certificate (a
"Global Debt Security") or, at the option of the Company, by a certificate
registered in definitive form. Each Global Debt Security will be deposited with
The Depository Trust Company, as depositary ("DTC"), or with any other
depositary appointed by the Company (DTC or such other depositary, the
"Depositary"), and will be registered in the name of the Depositary or a nominee
thereof. Beneficial interests in a Global Debt Security will be shown on, and
transfers thereof will be effected only through, records maintained by the
Depositary and its Participants (hereinafter defined). Except under the
circumstances described herein or in the applicable Prospectus Supplement,
beneficial interests in a Global Debt Security will not be issuable in
definitive form. The Prospectus Supplement will also contain information, as
applicable, concerning certain material United States Federal income tax
considerations relating to the particular Debt Securities offered thereby and
whether such Debt Securities are or are intended to be listed on a national
securities exchange or a foreign securities exchange. See "Certain United States
Federal Tax Considerations." In the event of a variance in the terms set forth
in this Prospectus and in the Prospectus Supplement applicable to a particular
series of Debt Securities, the terms of the applicable Prospectus Supplement
will govern.

SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR A DISCUSSION OF CERTAIN RISKS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.

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 Company may sell the Debt Securities directly, through agents designated
from time to time or through underwriters or dealers. See "Plan of
Distribution." If any agents of the Company or any underwriters or dealers are
involved in the sale of any Debt Securities in respect of which this Prospectus
is being delivered, the names of such agents, underwriters or dealers and any
applicable commissions or discounts will be set forth in the related Prospectus
Supplement. The managing underwriter or underwriters with respect to each series
sold to or through underwriters will be named in the accompanying Prospectus
Supplement. It is not currently anticipated that any series of Debt Securities
will be listed on any securities exchange and there can be no assurance either
that the Debt Securities will be sold or, if sold, that there will be a
secondary market for them. The Company or any agent or underwriter may reject
any offer to purchase Debt Securities, in whole or in part, whether or not
solicited. The Company will have the sole right to accept any offer to purchase
Debt Securities and reserves the right to withdraw, cancel, or modify, without
notice, the offer to sell Debt Securities contained in this Prospectus and in
any applicable Prospectus Supplement. See "Plan of Distribution" for possible
indemnification arrangements for dealers, underwriters and agents.

<TABLE>
<CAPTION>
MAXIMUM AGGREGATE MINIMUM PROCEEDS
PRICE TO COMMISSIONS & TO THE
PUBLIC(1) DISCOUNTS(2)(3) COMPANY(2)(3)(4)
<S> <C> <C> <C>
Per Debt Security 100%(5) 2% 98%
Total.................................................. $2,000,000,000 $40,000,000 $1,960,000,000
</TABLE>

(1) The aggregate initial public offering price of all Debt Securities sold
hereunder will not exceed $2,000,000,000.

(2) The Company may pay commissions to agents and offer discounts to
underwriters, which commissions and discounts will not, in the aggregate,
exceed 2% of the aggregate initial offering price of all Debt Securities
sold through agents and underwriters. Any such commission or discount will
be identified in the applicable Prospectus Supplement.

(3) An agent or underwriter may realize additional consideration from its
participation as broker or counterparty in one or more swap transactions
related to the issuance of Debt Securities. Each agent and underwriter will
be indemnified by the Company against certain liabilities, including
liabilities under the Securities Act of 1933, as amended.

(4) Before deduction of expenses payable by the Company estimated at $1,250,000.

(5) Unless otherwise specified in the applicable Prospectus Supplement, Debt
Securities will be issued at 100% of their principal amount.

This Prospectus may be used by agents, underwriters, and other dealers in
connection with offers and sales of Securities in market-making transactions at
negotiated prices relating to prevailing market prices at the time of sale or
otherwise. This Prospectus may not be used to consummate the sale of any
Securities unless accompanied by the applicable Prospectus Supplement.

The date of this Prospectus is , 1998.
<PAGE>
AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). In accordance therewith,
the Company is required to file periodic reports and other information with the
Securities and Exchange Commission (the "Commission"). Such reports and other
information can be inspected and copied at the public reference facilities of
the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's regional offices located at 500
West Madison Street, Suite 1400, Chicago, Illinois 60661, and Seven World Trade
Center, 13th Floor, New York, New York 10048. Copies of such material can also
be obtained from the Public Reference Section of the Commission at the above
Washington, D.C. address at prescribed rates. In addition, the Commission
maintains a site on the World Wide Web that contains reports, proxy statements
and other information filed electronically with the Commission. The address of
such Web site is http://www.sec.gov. Such material can also be inspected and
copied at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New
York, N.Y. 10005.

The Company has filed with the Commission in Washington, D.C. a registration
statement on Form S-3 (including all amendments thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the Debt Securities offered hereby. As permitted by the rules
and regulations of the Commission, this Prospectus does not contain all of the
information set forth in the Registration Statement and the exhibits and
schedules thereto. Such additional information is available for inspection and
copying at the offices of the Commission. Statements contained in this
Prospectus, in any Prospectus Supplement or in any document incorporated by
reference herein or therein as to the contents of any contract or other document
referred to herein or therein are not necessarily complete, and in each instance
reference is made to the copy of such contract or other document filed as an
exhibit to, or incorporated by reference in, the Registration Statement, each
such statement being qualified in all respects by such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents have been filed by the Company with the Commission
and are hereby incorporated herein by reference:

(i) The Company's Quarterly Report on Form 10-Q for the quarterly period
ended September 6, 1997;

(ii) The Company's Registration Statement on Form 10, as declared effective
on August 28, 1997 and filed pursuant to Section 12(b) of the Exchange
Act (File No. 1-13163) (the "Form 10"); and

(iii) The Company's Current Report on Form 8-K dated December 9, 1997.

In addition to the foregoing, all documents filed by the Company 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 shall be deemed to be incorporated by reference in this Prospectus
and to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein 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 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. Subject to the foregoing, all
information appearing in this Prospectus is qualified in its entirety by the
information appearing in the documents incorporated by reference.

ANY PERSON RECEIVING A COPY OF THIS PROSPECTUS MAY OBTAIN WITHOUT CHARGE,
UPON REQUEST, A COPY OF ANY OF THE DOCUMENTS INCORPORATED BY REFERENCE HEREIN,
EXCEPT FOR THE EXHIBITS TO SUCH DOCUMENTS (UNLESS ANY SUCH EXHIBIT IS
SPECIFICALLY INCORPORATED BY REFERENCE THEREIN). REQUESTS SHOULD BE DIRECTED TO
TRICON

2
<PAGE>
GLOBAL RESTAURANTS, INC., 1441 GARDINER LANE, LOUISVILLE, KENTUCKY 40213,
TELEPHONE NUMBER (502) 874-1000, ATTENTION: INVESTOR RELATIONS.

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

The Company's principal executive offices are located at 1441 Gardiner Lane,
Louisville, Kentucky 40213, and its telephone number is (502) 874-1000.

Unless otherwise indicated, currency amounts in this Prospectus and any
Prospectus Supplement are stated in United States dollars ("$," "dollars," "U.S.
dollars" or "U.S.$").

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

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS OR
ANY PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY UNDERWRITER OR AGENT. THIS PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT DO
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER AND
THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THEIR
RESPECTIVE DATES.

The information set forth in this Prospectus and/or any applicable
Prospectus Supplement is directed to prospective purchasers who are residents of
the United States. The Company disclaims any responsibility to advise
prospective purchasers as to issues regarding the purchase or ownership of or
receipt of payments under any Debt Security by residents of countries other than
the United States. Persons who are not residents of the United States are
advised to consult their legal, tax, and financial advisors with regard to such
matters.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
AVAILABLE INFORMATION..................................................... 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE........................... 2
RISK FACTORS.............................................................. 4
USE OF PROCEEDS........................................................... 6
RATIOS OF EARNINGS TO FIXED CHARGES....................................... 6
DESCRIPTION OF THE DEBT SECURITIES........................................ 7
CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS.......................... 24
PLAN OF DISTRIBUTION...................................................... 27
LEGAL MATTERS............................................................. 28
EXPERTS................................................................... 28
</TABLE>

3
<PAGE>
RISK FACTORS

IN ADDITION TO THE OTHER INFORMATION CONTAINED OR INCORPORATED BY REFERENCE
IN THIS PROSPECTUS OR THE ACCOMPANYING PROSPECTUS SUPPLEMENT, PROSPECTIVE
INVESTORS SHOULD CONSIDER CAREFULLY THE FOLLOWING FACTORS BEFORE PURCHASING THE
SECURITIES OFFERED HEREBY. AS USED IN THIS PROSPECTUS, "PEPSICO" MEANS PEPSICO,
INC., A NORTH CAROLINA CORPORATION, AND "SPINOFF" REFERS TO THE DISPOSAL BY
PEPSICO OF ITS RESTAURANT BUSINESS PURSUANT TO A PRO RATA DISTRIBUTION OF THE
COMPANY'S COMMON STOCK TO THE HOLDERS OF PEPSICO'S COMMON STOCK EFFECTED ON
OCTOBER 6, 1997.

ABSENCE OF OPERATING HISTORY AS AN INDEPENDENT BUSINESS

Prior to the Spinoff, the Company operated as a segment of PepsiCo.
Accordingly, although the Company's management has experience in the industry,
it has limited experience operating the Company as a stand-alone business. To
operate effectively, the Company will be required to continue to implement
changes in certain aspects of its business, improve and expand its information
systems and develop, train and manage an increasing number of management level
and other employees. Failure to take such actions, or delays in the
implementation thereof, could adversely affect the Company's financial condition
and results of operations.

CERTAIN TAX RISKS OF THE SPINOFF

In connection with the Spinoff, PepsiCo received a ruling from the Internal
Revenue Service (the "IRS") to the effect, among other things, that the Spinoff
would qualify as a tax-free reorganization under Sections 355 and 368 of the
Internal Revenue Code of 1986, as amended. Such a ruling, while generally
binding upon the IRS, is subject to certain factual representations and
assumptions provided by PepsiCo. The Company has agreed to certain restrictions
on its future actions to provide further assurances that the Spinoff will
qualify as tax-free. If the Company fails to abide by such restrictions and, as
a result, the Spinoff fails to qualify as a tax-free reorganization, then the
Company will be obligated to indemnify PepsiCo for any resulting tax liability,
which could be substantial.

RISKS RELATING TO FOREIGN OPERATIONS

The Company's restaurants are operated, whether directly or by joint
ventures, franchisees or licensees, in numerous foreign countries and
territories, especially in Asia. During the 1996 fiscal year, the Company's
revenues from international operations were approximately $2.3 billion. As a
result, the Company's business and operations are subject to the risk of changes
in economic conditions and, to a lesser extent, changes in social and political
conditions inherent in foreign operations, including changes in the laws and
policies that govern foreign investment in countries where the Company's
restaurants are operated as well as, to a lesser extent, changes in United
States laws and regulations relating to foreign trade and investment. In
addition, the Company's results of operations and the value of its foreign
assets are affected by fluctuations in foreign currency exchange rates, which
may favorably or adversely affect reported earnings. There can be no assurance
as to the future effect of any such changes in economic, social and political
conditions on the Company's business or financial condition.

SUBSTANTIAL LEVERAGE

The Company has substantial indebtedness which will require the Company to
generate sufficient cash flow. At September 6, 1997, on a pro forma basis (after
giving effect to (i) the elimination of the Company's non-core U.S. businesses
disposed of in 1997 and (ii) the debt issued to fund repayment of certain
amounts due to PepsiCo and a dividend to PepsiCo, each of which is discussed in
greater detail in the documents incorporated by reference herein), the Company
had long-term indebtedness outstanding of approximately $4.7 billion. As a
result, the Company will be subject to significant interest expense and
principal repayment obligations. Such leverage could also adversely effect the
ability of the Company to

4
<PAGE>
obtain financing in the future or to undertake refinancings on terms and subject
to conditions deemed acceptable by the Company.

OWNERSHIP INITIATIVES

In an effort to increase cash flow and improve operating margins, the
Company has implemented a strategy to reduce its percentage ownership of total
system units by selling Company-operated restaurants to existing and new
franchisees ("refranchising") and closing certain underperforming units. As a
result of such refranchising activity, as well as the closure of underperforming
units, the Company's overall ownership of total system units declined from 50%
at year-end 1994 to 40% at September 6, 1997. The continuation of the
refranchising program depends on the Company's ability to find qualified
franchisees to purchase Company-operated restaurants at prices considered by the
Company to be appropriate. There can be no assurance as to whether, or to what
extent, management will be able to effect refranchising activities in the future
on acceptable terms.

FORWARD-LOOKING STATEMENTS

This Prospectus, any accompanying Prospectus Supplement and the information
incorporated by reference herein and therein contains various "forward-looking
statements," within the meaning of Federal and state securities laws, including
those identified by the words "believes," "anticipates," "expects" and similar
expressions. These forward-looking statements reflect management's expectations
and are based upon data available at the time the statements were made; however,
actual results are subject to future events and uncertainties, which could
materially impact actual performance. Factors that can cause actual results to
differ include, but are not limited to, economic and political conditions in the
countries and territories where the Company operates; the impact of such
conditions on consumer spending and currency exchange rates; pricing pressures
resulting from competitive discounting; new product and concept development by
the Company and other food industry competitors; and fluctuations in commodity
prices.

5
<PAGE>
USE OF PROCEEDS

Unless otherwise indicated in an accompanying Prospectus Supplement, the
Company intends to use the net proceeds from the issuance and sale of the Debt
Securities for general corporate purposes, including, without limitation, to
repay portions of the indebtedness outstanding under the Company's bank credit
facility.

RATIOS OF EARNINGS TO FIXED CHARGES

Set forth below are the combined ratios of earnings to fixed charges for the
Company for the 36-week periods ended September 6, 1997 and September 7, 1996
and for the Company's fiscal years 1996, 1995, 1994, 1993 and 1992.

<TABLE>
<CAPTION>
36 WEEKS ENDED 36 WEEKS ENDED
SEPTEMBER 6, 1997 SEPTEMBER 7, 1996 1996 1995 1994 1993 1992
------------------- ------------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed
charges (1)(2)(3)............. 2.51x 2.05x 1.16x 0.78x(4) 1.53x 2.27x 2.33x
</TABLE>

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

(1) Included in earnings are certain allocations related to overhead costs and
interest expense from PepsiCo. For purposes of these ratios, earnings are
calculated by adding to (subtracting from) income from continuing operations
before income taxes and cumulative effect of accounting changes the
following: fixed charges, excluding capitalized interest; and losses and
(undistributed earnings) recognized with respect to less than 50% owned
equity investments. Fixed charges consist of interest on borrowings, the
allocation of PepsiCo's interest expense and that portion of rental expense
that approximates interest. For a description of the PepsiCo allocations,
see the Form 10, incorporated herein by reference.

(2) Includes the impact of unusual, disposal and other charges of $54 million
($34 million after tax) in the 36-weeks ended September 6, 1997, $26 million
($17 million after tax) in the 36-weeks ended September 7, 1996, $246
million ($189 million after tax) in fiscal year 1996 and $457 million ($324
million after tax) in fiscal year 1995. Excluding the impact of such
charges, the ratio of earnings to fixed charges would have been 2.71x,
2.14x, 1.76x and 1.74x for the 36-weeks ended September 6, 1997, the
36-weeks ended September 7, 1996, fiscal year 1996 and fiscal year 1995,
respectively.

(3) The Company is contingently liable for obligations of certain franchisees
and other unaffiliated parties. Fixed charges associated with such
obligations aggregated approximately $11 milllion and $9 million during the
36-weeks ended September 6, 1997 and fiscal year 1996, respectively. Such
fixed charges, which are contingent, have not been included in the
computation of the ratios.

(4) For the year ended December 30, 1995, earnings were insufficient to cover
fixed charges by approximately $103 million. Earnings in 1995 include a
noncash charge of $457 million for the initial adoption of Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."

6
<PAGE>
DESCRIPTION OF THE DEBT SECURITIES

The following description sets forth certain general terms and provisions of
the Debt Securities to which any Prospectus Supplement may relate. The
particular terms of the Debt Securities offered by any Prospectus Supplement and
the extent, if any, to which such general provisions may apply to the Debt
Securities so offered will be described in the Prospectus Supplement relating to
such Debt Securities.

The Debt Securities may be issued, from time to time, in one or more series
under an Indenture (the "Indenture") to be entered into between the Company and
The First National Bank of Chicago, as Trustee (the "Trustee"). A copy of the
form of the Indenture is filed as an exhibit to the Registration Statement.
Capitalized terms used in this section which are not otherwise defined in this
Prospectus shall have the meanings set forth in the Indenture. The following
summaries of certain provisions of the Debt Securities and the Indenture do not
purport to be complete and are subject to, and are qualified in their entirety
by express reference to, all the provisions of the Indenture, including the
definitions therein of certain terms.

GENERAL

The Debt Securities will be senior, direct, unsecured obligations of the
Company and, as such, will rank PARI PASSU in right of payment with all existing
and future unsecured unsubordinated indebtedness of the Company and senior in
right of payment to all subordinated indebtedness of the Company. The Debt
Securities will be effectively subordinated to (i) all existing and future
liabilities of the Company's subsidiaries and (ii) all existing and future
senior secured indebtedness of the Company.

The Indenture does not limit the aggregate principal amount of Debt
Securities that may be issued thereunder and provides that Debt Securities may
be issued thereunder from time to time in one or more series.

Under the Indenture, the Company will have the ability to issue Debt
Securities with terms different from those of Debt Securities previously issued,
without the consent of the holders of previously issued series of Debt
Securities, in an aggregate principal amount determined by the Company.

Debt Securities may be issued as Discount Securities, which may be sold at a
discount below their principal amount. Even if Debt Securities are not issued at
a discount below their principal amount, such Debt Securities may, for United
States Federal income tax purposes, be deemed to have been issued with "original
issue discount" ("OID") because of certain interest payment characteristics.
Special United States Federal income tax considerations applicable to Debt
Securities issued with original issue discount, including Discount Securities,
in addition to those described under the caption "Certain United States Federal
Income Tax Considerations," will be described in more detail in any applicable
Prospectus Supplement. In addition, special United States Federal tax
considerations or other restrictions or terms applicable to any Debt Securities
that are issuable in bearer form, offered exclusively to United States Aliens or
denominated in a currency other than United States dollars will be set forth in
a Prospectus Supplement relating thereto.

The applicable Prospectus Supplement or Prospectus Supplements will
describe, among other things, the following terms of the Debt Securities offered
thereby (the "Offered Debt Securities"): (i) the title of the Offered Debt
Securities; (ii) any limit on the aggregate principal amount of the Offered Debt
Securities; (iii) whether the Offered Debt Securities are to be issuable as
registered securities or bearer securities or both and whether the Offered Debt
Securities may be represented initially by a Debt Security in temporary or
permanent global form, and if so, the initial Depositary with respect to such
temporary or permanent global Debt Security and whether and the circumstances
under which beneficial owners of interests in any such temporary or permanent
global Debt Security may exchange such interests for Debt Securities of such
series and of like tenor of any authorized form and denomination; (iv) the price
or prices at which the Offered Debt Securities will be issued; (v) the date or
dates on which the principal of the Offered Debt Securities is payable (the
"Principal Payment Date") or the method of determination

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<PAGE>
thereof; (vi) the place or places where and the manner in which the principal of
and premium, if any, and interest, if any, on such Offered Debt Securities will
be payable and the place or places where such Offered Debt Securities may be
presented for transfer and, if applicable, conversion or exchange and notices
and demands to or upon the Company in respect of the Securities of the series
may be served; (vii) the rate or rates at which the Offered Debt Securities will
bear interest, or the method of calculating such rate or rates, if any, and the
date or dates from which such interest, if any, will accrue; (viii) the Stated
Maturities (as defined below) of installments of interest (the "Interest Payment
Dates"), if any, on which any interest on the Offered Debt Securities will be
payable, and the Regular Record Date for any interest payable on any Offered
Debt Securities which are registered securities; (ix) the obligation, if any, of
the Company to redeem or purchase Debt Securities of the series pursuant to any
sinking fund or analogous provisions or at the option of a holder thereof, the
conditions, if any, giving rise to such right or obligation, and the period or
periods within which, and the price or prices at which and the terms and
conditions upon which Debt Securities of the series shall be redeemed or
purchased, in whole or part, and any provisions for the remarketing of such Debt
Securities; (x) whether such Offered Debt Securities are convertible or
exchangeable into other securities and, if so, the terms and conditions upon
which such conversion or exchange will be effected including the initial
conversion or exchange price or rate and any adjustments thereto, the conversion
or exchange period and other conversion or exchange provisions; (xi) any terms
applicable to such Offered Debt Securities issued at an issue price below their
stated principal amount, including the issue price thereof and the rate or rates
at which such original issue discount will accrue; (xii) if the amount of
payments of principal of and interest, if any, on the Offered Debt Securities is
to be determined by reference to an index, formula or other method, the manner
in which such amounts are to be determined and the calculation agent, if any,
with respect thereto; (xiii) if other than the principal amount thereof, the
portion of the principal amount of the Offered Debt Securities which will be
payable upon declaration of acceleration of the maturity thereof pursuant to an
Event of Default; (xiv) any deletions from, modifications of or additions to the
Events of Default or covenants of the Company with respect to such Offered Debt
Securities and whether or not such Events of Default or covenants are consistent
with the Events of Default or covenants set forth herein; (xv) any special
United States Federal income tax considerations applicable to the Offered Debt
Securities, in addition to those described under the caption "Certain United
States Federal Income Tax Considerations"; (xvi) any other terms required for
the establishment of a series of Offered Debt Securities that are bearer
securities, including but not limited to, tax compliance procedures; (xvii) the
person to whom any interest will be payable on any Offered Debt Security that is
a registered security, if other than the person in whose name the Offered Debt
Security is registered at the close of business on the Regular Record Date for
the payment of such interest; (xviii) the manner in which, or the person to
whom, any interest on any Offered Debt Security that is a bearer security will
be payable, if other than upon presentation and surrender of the coupons
appertaining thereto, and the extent to which, or the manner in which, any
interest payable on a temporary or definitive global security on an Interest
Payment Date will be paid; (xix) the period or periods within which, the price
or prices at which and the terms and conditions upon which, Offered Debt
Securities may be redeemed, in whole or in part, at the option of the Company;
(xx) the denominations in which any registered securities of the series shall be
issuable, if other than denominations of $1,000 and any integral multiple
thereof, and the denomination or denominations in which any bearer securities of
the series shall be issuable, if other than denominations of $5,000 and
$100,000; (xxi) if the Offered Debt Securities may be issued or delivered
(whether upon original issuance or upon exchange of a temporary Security of such
series or otherwise), or any installment of principal or any interest is payable
only, upon receipt of certain certificates or other documents or satisfaction of
other conditions in addition to those specified in the Indenture, the form and
terms of such certificates, documents or conditions; and (xxii) any other terms
of the Offered Debt Securities not inconsistent with the provisions of the
Indenture. The applicable Prospectus Supplement relating to any series of Debt
Securities offered hereby in respect of which this Prospectus is being delivered
will also describe the rights, if any, to defer payments of interest on the Debt
Securities of such series by extending the interest payment period, and the
duration of such extensions. The foregoing is not intended to be an exclusive
list of the terms that may be applicable to any Offered Debt Securities and

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shall not limit in any respect the ability of the Company to issue Debt
Securities with terms different from or in addition to those described above or
elsewhere in this Prospectus provided that such terms are not inconsistent with
the Indenture and this Prospectus. Any such Prospectus Supplement will also
describe any special provisions for the payment of additional amounts with
respect to the Offered Debt Securities.

The operations of the Company will be conducted almost entirely through
subsidiaries. Accordingly, the cash flow and the consequent ability to service
debt of the Company, including the Debt Securities, are dependent upon the
earnings of its subsidiaries and the distribution of those earnings to the
Company, whether by dividends, loans or otherwise. The payment of dividends and
the making of loans and advances to the Company by its subsidiaries may be
subject to statutory or contractual restrictions, are contingent upon the
earnings of those subsidiaries and are subject to various business
considerations. Any right of the Company to receive assets of any of its
subsidiaries upon their liquidation or reorganization (and the consequent right
of the holders of the 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 is itself recognized as
a creditor of such subsidiary, in which case the claims of the Company would
still be subordinate to any security interests in the assets of such subsidiary
and any indebtedness of such subsidiary senior to that held by the Company.

FORM, EXCHANGE, REGISTRATION AND TRANSFER

The Debt Securities of a series may be issued solely as registered
securities, solely as bearer securities (with or without coupons attached) or as
both registered securities and bearer securities. Bearer securities will not be
issued to United States persons, except as otherwise permitted by United States
tax laws. Debt Securities of a series may be issuable in whole or in part in the
form of one or more global Debt Securities, as described below under "Global
Debt Securities." Unless otherwise indicated in an applicable Prospectus
Supplement, registered securities will be issuable in denominations of $1,000
and integral multiples thereof, and bearer securities will be issuable in
denominations of $5,000 and $100,000. Unless otherwise indicated in an
applicable Prospectus Supplement, Debt Securities will be issued in fully
registered form and will be represented by a Global Debt Security.

Registered securities of any series will be exchangeable for other
registered securities of the same series of any authorized denominations and of
a like aggregate principal amount and tenor. In addition, if Debt Securities of
any series are issuable as both registered securities and as bearer securities,
at the option of the holder, subject to the terms of the Indenture, bearer
securities (accompanied by all unmatured coupons, except as provided below, and
all matured coupons in default) of such series will be exchangeable for
registered securities of the same series of any authorized denominations and of
a like aggregate principal amount and tenor. Unless otherwise indicated in an
applicable Prospectus Supplement, any bearer security surrendered in exchange
for a registered security between a Regular Record Date or a Special Record Date
and the relevant date for payment of interest will be surrendered without the
coupon relating to such date for payment of interest and interest will not be
payable 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 terms of the Indenture. Bearer securities may not be issued
in exchange for registered securities.

Debt Securities may be presented for exchange as provided above, and unless
otherwise indicated in an applicable Prospectus Supplement, registered
securities may be presented for registration of transfer, at the office or
agency of the Company designated as registrar or co-registrar with respect to
any series of Debt Securities, without service charge and upon payment of any
taxes, assessments or other governmental charges as described in the Indenture.
Such transfer or exchange will be effected on the books of the registrar or any
other transfer agent appointed by the Company upon such registrar or transfer
agent, as the case may be, being satisfied with the documents of title and
identity of the person making the request. The Company intends to initially
appoint the Trustee as registrar and the name of any different or additional
registrar designated by the Company with respect to the Offered Debt Securities
will be

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included in the Prospectus Supplement relating thereto. If a Prospectus
Supplement refers to any transfer agent (in addition to the registrar)
designated by the Company with respect to any series of Debt Securities, the
Company may at any time rescind the designation of any such transfer agent or
approve a change in the location through which any such transfer agent acts,
except that, if Debt Securities of a series are issuable only as registered
securities, the Company will be required to maintain a transfer agent in each
Place of Payment for such series and, if Debt Securities of a series are
issuable as bearer securities, the Company will be required to maintain (in
addition to the registrar) a transfer agent in a Place of Payment for such
series located outside the United States. The Company may at any time designate
additional transfer agents with respect to any series of Debt Securities.

Unless otherwise indicated in an applicable Prospectus Supplement, the
Indenture does not include covenants limiting the amount of indebtedness that
may be incurred or otherwise restricting the Company's ability to enter into a
highly leveraged transaction, including a reorganization, restructuring, merger
or similar transaction involving the Company that may adversely affect the
holders of the Debt Securities, if such transaction is a permissible
consolidation, merger or similar transaction. In addition, unless otherwise
specified in an applicable Prospectus Supplement, the Indenture does not afford
the holders of the Debt Securities the right to require the Company to
repurchase or redeem the Debt Securities in the event of a highly leveraged
transaction. See "Mergers and Sale of Assets."

In the event of any partial redemption of Debt Securities of any series, the
Company will not be required to (i) issue, register the transfer of or exchange
Debt Securities of that 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 securities, the day of mailing of the
relevant notice of redemption, and (b) if Debt Securities of the series are
issuable as bearer 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 securities and there is no publication, the mailing of the relevant
notice of redemption; (ii) register the transfer of or exchange any registered
security, or portion thereof, called for redemption, except the unredeemed
portion of any registered security being redeemed 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 of like tenor and principal amount
that is immediately surrendered for redemption.

PAYMENT AND PAYING AGENTS

Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal of and interest, if any, on registered securities will be made at
the office of such paying agent or paying agents as the Company may designate
from time to time, except that at the option of the Company payment of principal
or interest may be made by check or by wire transfer to an account maintained by
the payee. Unless otherwise indicated in an applicable Prospectus Supplement,
payment of any installment of interest on registered securities will be made to
the person in whose name such registered security is registered at the close of
business on the Regular Record Date for such interest. Unless otherwise
indicated in an applicable Prospectus Supplement, (a) the Regular Record Date
with respect to a payment of principal (other than a payment of principal
payable on a Maturity Date (as defined below)) will be the fifteenth day prior
to the applicable Principal Payment Date; (b) the Record Date with respect to a
payment of interest (other than a payment of interest payable on the date on
which the entire principal amount outstanding under a Debt Security becomes due
and payable, whether scheduled, by acceleration, call for redemption or
otherwise (a "Maturity Date")) will be the fifteenth day prior to the applicable
Interest Payment Date; (c) the initial interest payment on a Debt Security will
be made on the first Interest Payment Date occurring at least 15 calendar days
after the date of issue to the holder of record as of the applicable Regular
Record Date; and (d) any payment of principal, premium, and/or interest payable
on a Maturity Date will be payable to the holder in whose name the Debt Security
is registered as of such date.

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Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal of and interest, if any, on bearer securities will be payable,
subject to any applicable laws and regulations, at the offices of such paying
agents outside the United States as the Company may designate from time to time,
or by check or by wire transfer to an account maintained by the payee outside
the United States. Unless otherwise indicated in an applicable Prospectus
Supplement, any payment of interest on any bearer securities will be made only
against surrender of the coupon relating to such interest installment.

Unless otherwise indicated in an applicable Prospectus Supplement, the
Trustee will be designated as the Company's sole paying agent for payments with
respect to Debt Securities which are issuable solely as registered securities
and as the Company's paying agent in the Borough of Manhattan, the City of New
York, for payments with respect to Debt Securities (subject to any limitations
described in any applicable Prospectus Supplement) which are issuable as bearer
securities. Any paying agents outside the United States and any other paying
agents in the United States initially designated by the Company for the Offered
Debt Securities will be named in an applicable Prospectus Supplement. The
Company may at any time designate additional paying agents or rescind the
designation of any paying agent or approve a change in the office through which
any paying agent acts, except that, if Debt Securities of a series are issuable
only as registered securities, the Company will be required to maintain a paying
agent in each Place of Payment for such series and, if Debt Securities of a
series are issuable as bearer securities, the Company will be required to
maintain (i) a paying agent in the Borough of Manhattan, the City of New York
for payments with respect to any registered securities of the series (and for
payments with respect to bearer securities of the series in the circumstances
described in the Indenture, but not otherwise), and (ii) a paying agent in a
Place of Payment located outside the United States where Debt Securities of such
series and any related coupons may be presented and surrendered for payment.

All monies paid by the Company to a paying agent for the payment of
principal of or interest, if any, on any Debt Security which remains unclaimed
at the end of two years after such principal or interest shall have become due
and payable will be repaid to the Company, and the holder of such Debt Security
or any coupon will thereafter look only to the Company for payment thereof.

CALCULATIONS AND CALCULATION AGENT

Any calculations to be made with respect to a given Debt Security will be
made by the calculation agent, which may be either the Company or its appointed
agent, as identified in the applicable Prospectus Supplement (the Company or any
agent so identified in the applicable Prospectus Supplement, the "Calculation
Agent"). All determinations and calculations made by the Calculation Agent will
be at the sole discretion of the Calculation Agent and in the absence of
manifest error will be conclusive for all purposes and binding on the holders of
the subject Debt Securities.

All currency amounts resulting from calculations with respect to any Debt
Security will be rounded, if necessary, to the nearest cent, with one-half of a
cent being rounded upward. All percentages resulting from any calculation with
respect to any Debt Security will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point (.0000001), with five one-millionths of
a percentage point rounded upward--e.g., .09876545 (or 9.876545%) being rounded
to .0987655 (or 9.87655%).

FIXED RATE DEBT SECURITIES

Each Fixed Rate Debt Security will bear interest at the rate stated on the
face thereof and/or in the applicable Prospectus Supplement until the principal
thereof is paid or duly made available for payment. Unless otherwise specified
in the applicable Prospectus Supplement, such interest will be computed on the
basis of a 360-day year of twelve 30-day months.

Interest payments on each Fixed Rate Debt Security will include interest
accrued from (and including) the issue date or such other date set forth in the
applicable Prospectus Supplement (the "Interest Accrual Date") or the last date
in respect of which interest has been paid, as the case may be, to (but
excluding) the

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next succeeding Interest Payment Date or the Maturity Date, as the case may be.
The interest rates that the Company will agree to pay on newly-issued Fixed Rate
Debt Securities are subject to change without notice from time to time, but no
such change will affect any Fixed Rate Debt Security previously issued.

If any Interest Payment Date or Principal Payment Date (including the
Maturity Date) for any Fixed Rate Debt Security would fall on a day that is not
a Business Day, the payment of interest and/or principal (and premium, if any)
that would otherwise be payable on such date will be postponed to the next
succeeding Business Day, and no additional interest on such payment will accrue
as a result of such postponement.

FLOATING RATE DEBT SECURITIES

Each Floating Rate Debt Security will bear interest until the principal
thereof is paid or duly made available for payment at a rate to be determined by
reference to the base rate specified in the applicable Prospectus Supplement
(the "Base Rate"), plus or minus the "Spread", if any, and/or (i) multiplied by
the "Spread Multiplier", if any, or (ii) divided by the "Spread Divisor", if
any. The "Spread" is the number of basis points (each basis point being equal to
one one-hundredth of a percentage point) to be added to or subtracted from the
Base Rate. The "Spread Multiplier", if any, and the "Spread Divisor", if any,
are the amounts by which the Base Rate, or the Base Rate as adjusted by the
Spread, will be multiplied or divided. The Spread, if any, the Spread
Multiplier, if any, the Spread Divisor, if any, and the period of maturity of
the instrument or obligation with respect to which the Base Rate is calculated
(the "Index Maturity") will be specified in the applicable Prospectus
Supplement.

If specified in the applicable Prospectus Supplement, a Floating Rate Debt
Security may also have either or both of the following: (i) a maximum
limitation, or ceiling, on the rate of interest that may accrue during any
interest period (a "Maximum Interest Rate"), and (ii) a minimum limitation, or
floor, on the rate of interest that may accrue during any interest period (a
"Minimum Interest Rate"). In addition to any Maximum Interest Rate that may be
applicable to a Floating Rate Debt Security, the interest rate on a Floating
Rate Debt Security will be limited to the maximum rate permitted by New York
law, as the same may be modified by United States law of general application.

The rate of interest on each Floating Rate Debt Security will be reset
daily, weekly, monthly, quarterly, semiannually, annually, or otherwise, as
specified in the applicable Prospectus Supplement (each such period an "Interest
Period" and the first day of any Interest Period an "Interest Reset Date"). The
foregoing notwithstanding (i) the interest rate in effect from the Interest
Accrual Date to the first Interest Reset Date will be the initial interest rate
specified in the applicable Prospectus Supplement (the "Initial Interest Rate"),
(ii) the interest rate in effect for the 15 calendar days prior to any Maturity
Date other than the date on which the Debt Security is scheduled to mature (the
"Scheduled Maturity Date") will be the interest rate in effect on the fifteenth
day preceding such Maturity Date, and (iii) with respect to any Floating Rate
Debt Security for which interest is reset daily or weekly, the interest rate in
effect for the two-day period immediately preceding any Interest Payment Date
will be the interest rate that was in effect on the first day of such two-day
period. If any Interest Reset Date for a Floating Rate Debt Security would
otherwise be a day that is not a Business Day, such Interest Reset Date will be
the next succeeding Business Day, PROVIDED, HOWEVER, that in the case of a
Floating Rate Debt Security whose interest rate is determined by reference to
LIBOR, if the next succeeding Business Day falls in the next succeeding calendar
month, such Interest Reset Date will be the immediately preceding Business Day.

Interest payments on a Floating Rate Debt Security will be equal to the
amount of interest accrued from (and including) the Interest Accrual Date or
from (and including) the last date to which interest has been paid, as the case
may be, to (but excluding) the applicable Interest Payment Date, except that
interest payable on the Maturity Date will include interest accrued to (but
excluding) the Maturity Date. If any Interest Payment Date (other than the
Maturity Date) for any Floating Rate Debt Security would otherwise be a day that
is not a Business Day, the payment of interest that would otherwise be payable
on

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such date will be postponed to the next succeeding Business Day, PROVIDED,
HOWEVER, that in the case of a Floating Rate Debt Security whose interest rate
is determined by reference to LIBOR, if the next succeeding Business Day falls
in the next succeeding calendar month, such Interest Payment Date will be the
immediately preceding Business Day. If the Maturity Date for any Floating Rate
Debt Security falls on a day that is not a Business Day, the payment of
principal, premium, if any, and interest, if any, otherwise payable on such date
will be postponed to the next succeeding Business Day, and no interest on such
payment will accrue as a result of such postponement.

Accrued interest on a Floating Rate Debt Security will be calculated by
multiplying the principal amount of such Floating Rate Debt Security by an
accrued interest factor. The accrued interest factor will be computed as the sum
of the interest factors calculated for each day in the period for which interest
is being paid. The interest factor for any day in such period will be computed
by dividing the interest rate in effect on such day by 360, or as otherwise
specified in the applicable Prospectus Supplement.

Upon the request of the holder of any Floating Rate Debt Security, the
Calculation Agent will provide the interest rate then in effect and, if
determined, the interest rate that will become effective on the next Interest
Reset Date.

GLOBAL DEBT SECURITIES

Upon issuance, all Global Debt Securities having the same original issue
date, Stated Maturity and otherwise having identical terms and provisions will
be represented by a single global security (each, a "Global Security");
PROVIDED, HOWEVER, that if by reason of the foregoing, a single Global Security
would exceed $200,000,000 in aggregate principal amount, one Global Security
will be issued to represent each $200,000,000 of aggregate principal amount and
an additional Global Security will be issued to represent any remaining
principal amount. Each Global Security representing Global Debt Securities will
be deposited with, or on behalf of, the Depositary. Except as set forth below, a
Global 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 nominee to a
successor of the Depositary or a nominee of such successor.

The descriptions of the operations and procedures of DTC that follow are
provided solely as a matter of convenience. These operations and procedures are
solely within the control of DTC and are subject to change by DTC from time to
time. The Company takes no responsibility for these operations and procedures
and urges investors to contact DTC or its participants directly to discuss these
matters.

The Depository Trust Company, New York, New York ("DTC") will be the initial
Depositary with respect to the Global Debt Securities. DTC has advised the
Company that it is a limited-purpose trust company organized under the Laws of
the State of New York, a "banking organization" within the meaning of the Laws
of the State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Exchange Act. DTC holds securities that its participants ("Participants")
deposit with DTC. DTC also facilitates the clearance and settlement of
securities transactions among its Participants, such as transfers and pledges in
deposited securities through electronic computerized book-entry changes in
accounts of the Participants, thereby eliminating the need for physical movement
of securities certificates. Participants include securities brokers and dealers,
banks, trust companies, clearing corporations and certain other organizations,
including the Agents. DTC is owned by a number of Participants and by the New
York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National
Association of the Securities Dealers, Inc. Access to DTC's book-entry system is
also available to others, such as banks, securities brokers and dealers and
trust companies that clear through or maintain a custodial relationship with a
Participant, either directly or indirectly ("Indirect Participants").

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Purchases of Global Debt Securities under DTC's book-entry system must be
made by or through Participants, which will receive a credit for the Debt
Securities on the records of DTC. The ownership interest of each actual
purchaser of each Global Debt Security (the "Beneficial Owner") is in turn to be
recorded on the Participants' or Indirect Participants' records. Beneficial
Owners will not receive written confirmation from DTC of their purchase, but
Beneficial Owners are expected to receive written confirmations providing
details of the transactions, as well as periodic statements of their holdings
from the Participant or Indirect Participant through which the Beneficial Owner
entered into the transaction. Transfers of ownership interests in the Global
Debt Securities will be effected only through entries made on the books of
Participants acting on behalf of Beneficial Owners. For every transfer and
exchange of the Global Debt Securities, the Beneficial Owner may be charged a
sum sufficient to cover such allocable share of any tax, fee or other
governmental charge required to be paid with respect thereto. Beneficial Owners
will not receive certificates representing their ownership interests in the
Global Debt Securities, except in the event that use of the book-entry system
for the Global Debt Securities is discontinued. The laws of some states require
that certain purchasers of securities take physical delivery of such securities
in definitive form. Such limits and such laws may impair the ability to own,
transfer or pledge beneficial interests in a Global Security.

To facilitate subsequent transfers, all Global Debt Securities deposited by
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of Global Debt Securities with DTC and their registration
in the name of Cede & Co. effect no change in beneficial ownership. DTC has no
knowledge of the actual Beneficial Owners of the Global Debt Securities; DTC's
records reflect only the identity of the Participants to whose accounts such
Global Debt Securities are credited, which may or may not be the Beneficial
Owners. The Participants and Indirect Participants will remain responsible for
keeping account of their holdings on behalf of their customers.

So long as DTC or its nominee is the registered owner of a Global Security,
DTC or its nominee, as the case may be, will be considered the sole owner or
holder of the Global Debt Securities represented by such Global Security for all
purposes under the Indenture. Except as provided below, Beneficial Owners of a
Global Security or Securities will not be entitled to have Global Debt
Securities represented by such Global Security registered in their names, will
not receive or be entitled to receive physical delivery of Global Debt
Securities in definitive form and will not be considered the owners or holders
thereof under the Indenture. Accordingly, each person owning a beneficial
interest in a Global Security must rely on the procedures of DTC and, if such
person is not a Participant or Indirect Participant, on the procedures of the
Participants or Indirect Participants through which such Person owns its
interest, to exercise any rights of a Holder under the Indenture. The Company
understands that under existing industry practices, in the event that the
Company requests any action of holders or that an owner of a beneficial interest
in such Global Security desires to give or take any action which a holder is
entitled to give or take under the Indenture, DTC would authorize the
Participants holding the relevant beneficial interests to give or take such
action, and such Participants would authorize Beneficial Owners owning through
such Participants to give or to take such action or would otherwise act upon the
instructions of Beneficial Owners. Conveyance of notices and other
communications by DTC to Participants, by Participants to Indirect Participants,
and by Participants and Indirect Participants to Beneficial Owners, will be
governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.

Payments of principal of and interest, if any, on the Global Debt Securities
represented by a Global Security will be made to DTC or its nominee, Cede & Co.,
as registered owner of the Global Debt Securities, then paid by DTC to the
Participants and thereafter paid by the Participants and Indirect Participants
to the Beneficial Owners. DTC's practice is to credit the accounts of the
Participants with payment in amounts proportionate to their respective holdings
in principal amount of beneficial interest in such Global Security as shown on
the records of DTC, unless DTC has reason to believe that it will not receive
payment on the payable date. Payments by Participants and Indirect Participants
to Beneficial Owners will be governed by standing instructions and customary
practices, as is the case with securities

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held for the accounts of customers in bearer form or registered in "street name"
and will be the responsibility of such Participants and Indirect Participants
and not of DTC, the Trustee or the Company, subject to any statutory and
regulatory requirements as may be in effect from time to time. No assurances can
be provided that in the event of bankruptcy or insolvency of DTC, a Participant
or Indirect Participant through which a Beneficial Owner holds interests in the
Global Debt Securities, payment will be made by DTC, the Participant or the
Indirect Participant on a timely basis.

Redemption notices shall be sent to Cede & Co. If less than all of the Debt
Securities within an issue are being redeemed, DTC's practice is to determine by
lot the amount of the interest of each Direct Participant in such issue to be
redeemed.

DTC may determine to discontinue providing its services as securities
depositary with respect to the Debt Securities at any time by giving reasonable
written notice to the Trustee and the Company and discharging its
responsibilities under applicable law. In addition, the Company at its sole
discretion may terminate the services of DTC (or substitute depositary or its
successor) with respect to the Debt Securities.

The Company and the Trustee will not have any responsibility or obligation
to Participants, to Indirect Participants or to any Beneficial Owner with
respect to (i) accuracy of any records maintained by DTC, any Participant or any
Indirect Participant; (ii) the payment by DTC or any Participant or Indirect
Participant of any amount with respect to the principal of, or premium, if any,
or interest on the Debt Securities; (iii) the timely exercise by DTC, any
Participant or any Indirect Participant of any directions of a Beneficial Owner
with respect to any tender or election not to tender Debt Securities; (iv) any
notice which is permitted or required to be given under the Indenture; (v) the
selection by DTC, any Participant or any Indirect Participant of any person to
receive payment in the event of a partial redemption of the Debt Securities; or
(vi) any consent given or other action taken by DTC as the registered owners of
the Debt Securities.

Secondary trading in notes and debentures is generally settled in
clearinghouse or next day funds. In contrast, beneficial interests in a Debt
Security, in some cases, may trade in DTC's same day funds settlement system, in
which secondary market trading activity in those beneficial interests would be
required by DTC to settle in immediately available funds. There is no assurance
as to the effect, if any, that settlement in immediately available funds would
have on trading activity in such beneficial interests. Also, settlement for
purchases of beneficial interests in a Debt Security upon the original issuance
thereof may be required to be made in immediately available funds.

In addition to any reason specified in the applicable Prospectus Supplement,
if at any time: (i) DTC is unwilling or unable to continue as Depositary and a
successor Depositary is not appointed by the Company within 90 days, or (ii) the
Company determines in its discretion not to have the Global Debt Securities
represented by the Global Security or Securities and delivers to the Trustee an
order to such effect, then the Global Security or Securities will be
exchangeable for certificates registered in definitive form of like tenor and of
an equal aggregate principal amount, in denominations of $1,000 and integral
multiples thereof. Such definitive Debt Securities shall be registered in such
name or names as DTC shall instruct the Trustee. It is expected that such
instructions may be based upon directions received by DTC from Participants with
respect to ownership of beneficial interests in Global Securities.

CERTAIN COVENANTS

LIMITATION ON LIENS

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with respect to any series of Debt Securities, Liens existing on the date of
issuance of such series; (b) Liens on Restricted Property of corporations at the
time they become Subsidiaries; (c) Liens existing on Restricted Property when
acquired by the Company or any Subsidiary (including through merger or
consolidation); (d) Liens to secure Debt incurred to finance the purchase price,
construction, alteration, repair or improvement of Restricted Property; (e)
Liens securing Debt of a Subsidiary owing to the Company or another Subsidiary;
(f) Liens securing industrial development, pollution control, or similar revenue
bonds or in favor of governmental bodies to secure progress, advance or other
payments pursuant to any contract or provision of law; (g) Liens (i) to secure
the payment of all or any part of the purchase price of any Restricted Property
or the cost of construction, installation, renovation, improvement or
development thereon or thereof or (ii) to secure any Debt incurred prior to, at
the time of, or within 360 days after the later of the acquisition, the
completion of such construction, installation, renovation, improvement or
development or the commencement of full operation of such property for the
purpose of financing all or any part of the purchase price or cost thereof; (h)
Liens otherwise prohibited by this covenant, securing Debt which, together with
the aggregate outstanding principal amount of all other Debt of the Company and
its Subsidiaries owning Restricted Property which is secured by Liens that would
otherwise be prohibited by this covenant and the Value of Sale and Leaseback
Transactions effected in accordance with this clause (h), does not exceed 10% of
Consolidated Net Tangible Assets; and (i) any extension, renewal or refunding of
any Liens referred to in the foregoing clauses; provided, however, that in the
case of this clause (i), the principal amount of Debt secured thereby shall not
exceed the principal amount of Debt, plus any premium or fee payable in
connection with any such extension, renewal, replacement or refunding, so
secured at the time of such extension, renewal, replacement or refunding.

LIMITATION ON SALE AND LEASEBACK TRANSACTIONS

The Company shall not, and shall not permit any Subsidiary to, enter into
any Sale and Leaseback Transaction unless (a) the Company or such Subsidiary
would be entitled under the provisions described above under "Limitations on
Liens" to incur Debt in a principal amount equal to the Value of such Sale and
Leaseback Transaction, secured by Liens on the facilities to be leased, without
equally and ratably securing the Debt Securities having the benefit of this
covenant, or (b) the Company or such Subsidiary, during the six months following
the effective date of such Sale and Leaseback Transaction, applies an amount
equal to the Value of such Sale and Leaseback Transaction to the acquisition of
Restricted Property or to the retirement of Debt Securities or Funded Debt,
whether by redemption, defeasance, repurchase or otherwise, and after crediting
to the amount applied pursuant to this provision the principal amount of any
Debt Securities or Funded Debt retired or delivered to the Trustee for
retirement and cancellation during the six months immediately following the
effective date of such Sale and Leaseback Transaction.

CERTAIN DEFINITIONS

"ACTUAL/ACTUAL" means the actual number of days in the applicable Interest
Period in respect of which payment is being made divided by 365 (or, if any
portion of the applicable Interest Period falls in a leap year, the sum of (A)
the actual number of days in that portion of the applicable Interest Period
falling in a leap year divided by 366 and (B) the actual number of days in that
portion of the applicable Interest Period falling in a non-leap year divided by
365). See also "Actual/360", "Actual/365 (Fixed)", "Bond Basis", and "Eurobond
Basis."

"ACTUAL/360" means the actual number of days in the applicable Interest
Period in respect of which payment is being made divided by 360. See also
"Actual/Actual", "Actual/365 (Fixed)", "Bond Basis", and "Eurobond Basis."

"ACTUAL/365"--see "ACTUAL/ACTUAL".

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"ACTUAL/365 (FIXED)" means the actual number of days in the applicable
Interest Period in respect of which payment is being made divided by 365. See
also "Actual/Actual", "Actual/360", "Actual/365 (Fixed)", "Bond Basis", and
"Eurobond Basis."

"BOND BASIS" means the number of days in the applicable Interest Period in
respect of which payment is being made divided by 360 (the number of days to be
calculated on the basis of a year of 360 days with twelve 30-day months (unless
(i) the last day of the applicable Interest Period is the 31st day of a month
but the first day of the applicable Interest Period is a day other than the 30th
or 31st day of a month, in which case the months that include that last day
shall not be considered to be shortened to a 30-day month, or (ii) the last day
of the applicable Interest Period is the last day of the month of February, in
which case the month of February shall not be considered to be lengthened to a
30-day month).

"CD RATE" with respect to any Interest Determination Date means the rate set
forth in H.15(519) for the period for the specified Index Maturity under the
caption "CDs (Secondary Market)". If such rate does not appear in H.15(519) by
9:00 a.m., New York City time, on the Calculation Date relating to such Interest
Determination Date, the rate for such Interest Determination Date will be the
rate set forth in Composite 3:30 P.M. Quotations for U.S. Government Securities
for such Interest Determination Date for the Index Maturity under the caption
"Certificates of Deposit". If such rate does not appear in either H.15(519) or
Composite 3:30 P.M. Quotations for U.S. Government Securities by 3:00 p.m., New
York City time, on the Calculation Date relating to such Interest Determination
Date, the rate for such Interest Determination Date will be the arithmetic mean
of the secondary market offered rates of three leading nonbank dealers in
negotiable U.S. dollar certificates of deposit in New York City as of 10:00
a.m., New York City time, for such Interest Determination Date for negotiable
U.S. dollar certificates of deposit of major United States money market banks
with a remaining maturity closest to the Index Maturity and in an amount that is
representative for a single transaction in the relevant market at the relevant
time.

"CALCULATION DATE" when used with respect to any Interest Determination Date
means the date by which the applicable interest rate must be determined, which
date will be the earlier of (i) the tenth calendar day following such Interest
Determination Date or, if such date is not a Business Day, the first Business
Day occurring after such 10-day period and (ii) the Business Day immediately
preceding the applicable Interest Payment Date or Maturity Date, as the case may
be.

"COMMERCIAL PAPER RATE" with respect to any Interest Determination Date
means the Money Market Yield (see below) of the rate set forth in H.15(519) for
that day opposite the Index Maturity under the caption "Commercial Paper". If
such rate does not appear in H.15(519) by 9:00 am., New York City time, on the
Calculation Date relating to such Interest Determination Date, the rate for such
Interest Determination Date will be the Money Market Yield of the rate set forth
in Composite 3:30 P.M. Quotations for U.S. Government Securities for such
Interest Determination Date in respect of the Index Maturity under the caption
"Commercial Paper" (with an Index Maturity of one month or three months being
deemed to be equivalent to an Index Maturity of 30 days or 90 days,
respectively). If such rate does not appear in either H.15(519) or Composite
3:30 P.M. Quotations for U.S. Government Securities by 3:00 p.m., New York City
time, on the Calculation Date relating to such Interest Determination Date, the
rate for such Interest Determination Date will be the Money Market Yield of the
arithmetic mean of the offered rates of three leading dealers of U.S. commercial
paper in New York City as of 11:00 a.m., New York City time, for such Interest
Determination Date for U.S. dollar commercial paper of the Index Maturity placed
for industrial issuers whose bond rating is "AA" or the equivalent from a
nationally recognized rating agency.

"COMPOSITE 3:30 P.M. QUOTATIONS FOR U.S. GOVERNMENT SECURITIES" means the
daily statistical release designated as such, or any successor publication,
published by the Federal Reserve Bank of New York.

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trademarks, patents, unamortized debt discount and expense and other like
intangible assets, all as set forth on the most recent balance sheet of the
Company and its consolidated Subsidiaries and determined on a consolidated basis
in accordance with generally accepted accounting principles.

"DEBT" means (i) all obligations represented by notes, bonds, debentures or
similar evidences of indebtedness; (ii) all indebtedness for borrowed money or
for the deferred purchase price of property or services other than, in the case
of any such deferred purchase price, on normal trade terms; and (iii) all rental
obligations as lessee under leases which shall have been or should be, in
accordance with generally accepted accounting principles, recorded as capital
leases.

"EUROBOND BASIS" means the number of days in the applicable Interest Period
in respect of which payment is being made divided by 360 (the number of days to
be calculated on the basis of a year of 360 days with twelve 30-day months,
without regard to the date of the first day or last day of the applicable
Interest Period unless, in the case of the final applicable Interest Period, the
Scheduled Maturity Date is the last day of the month of February, in which case
the month of February shall not be considered to be lengthened to a 30-day
month).

"FEDERAL FUNDS RATE" with respect to any Interest Determination Date means
the rate set forth in H.15(519) for that day opposite the caption "Federal Funds
(Effective)". If such rate does not appear in H.15(519) by 9:00 am., New York
City time, on the Calculation Date relating to such Interest Determination Date,
the rate for such Interest Determination Date will be the rate set forth in
Composite 3:30 P.M. Quotations for U.S. Government Securities for such Interest
Determination Date under the caption "Federal Funds/Effective Rate". If such
rate does not appear in either H.15(519) or Composite 3:30 P.M. Quotations for
U.S. Government Securities by 3:00 p.m., New York City time, on the Calculation
Date relating to such Interest Determination Date, the rate for such Interest
Determination Date will be the Money Market Yield of the arithmetic mean for the
last transaction in overnight U.S. dollar Federal Funds by three leading brokers
of U.S. dollar Federal Funds transactions in New York City as of 11:00 a.m., New
York City time, for such Interest Determination Date.

"FUNDED DEBT" means Debt of the Company or a Subsidiary owning Restricted
Property maturing by its terms one year or more after its creation, Debt
directly or indirectly renewable or extendible, at the option of the obligor, by
its terms or by the terms of any instrument or agreement relating thereto, to a
date one year or more from the date of its creation, Debt under a revolving
credit or similar agreement obligating the lender or lenders to extend credit
over a period of one year or more and Debt classified as long-term debt under
generally accepted accounting principles and, in the case of Funded Debt of the
Company, ranking at least PARI PASSU with the Debt Securities.

"H.15(519)" means the weekly statistical release designated as such, or any
successor publication, published by the Board of Governors of the Federal
Reserve System.

"LIBOR" with respect to any Interest Determination Date will be the rate for
deposits in U.S. dollars for a period of the Index Maturity that appears on the
Telerate Page 3750 as of 11:00 a.m., London Time, on such Interest Determination
Date. If such rate does not appear on the specified Telerate Page by 9:00 a.m.,
New York City time, on such Interest Determination Date, the rate for such
Interest Determination Date will be determined on the basis of the rates at
which deposits in U.S. dollars are offered by four major banks in the London
interbank market as of approximately 11:00 a.m., London time, on such Interest
Determination Date to prime banks in the London interbank market for a period of
the Index Maturity commencing on the applicable Interest Reset Date and in an
amount that is representative for a single transaction in the relevant market at
the relevant time. The Calculation Agent will request the principal London
office of each such bank to provide a quotation of its rate. If at least two
quotations are provided, the rate for such Interest Determination Date will be
the arithmetic mean of the quotations. If fewer than two quotations are provided
as requested, the rate for such Interest Reset Date will be the arithmetic mean
of the rates quoted by major banks in New York City as of 11:00 a.m., local time
in New York City on such Interest Determination Date to leading European banks
for a period of the Index

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Maturity commencing on such Interest Reset Date and in an amount that is
representative for a single transaction in the relevant market at the relevant
time.

"LIEN" means any mortgage, pledge, lien, encumbrance, charge or security
interest.

"MONEY MARKET YIELD" means, in respect of any security with a maturity of
nine months or less, the rate for which is quoted on a bank discount basis, a
yield (expressed as a percentage) calculated in accordance with the following
formula:

Money Market Yield = D X 360___ X 100
360-(DXM)
where "D" refers to the per annum rate for a security, quoted on a bank discount
basis and expressed as a decimal, and "M" refers to the actual number of days in
the applicable Interest Period.

"PRIME RATE" with respect to any Interest Determination Date means the rate
set forth in H.15(519) for that day opposite the caption "Bank Prime Loan". If
such rate does not appear in H.15(519) by 9:00 a.m., New York City time, on the
Calculation Date relating to such Interest Determination Date, the rate for such
Interest Determination Date will be the arithmetic mean of the rates of interest
publicly announced by each bank that appears on the Reuters Screen NYMF Page as
such bank's prime rate or base lending rate as in effect for that Interest
Determination Date as quoted on the Reuters Screen NYMF Page for such Interest
Determination Date or, if fewer than four rates appear on the Reuters Screen
NYMF Page for such Interest Determination Date, the rate will be the arithmetic
mean of the rates of interest publicly announced by three major banks in New
York City as its U.S. dollar prime rate or base lending rate as in effect for
such Interest Determination Date. Each change in the prime rate or base lending
rate of any bank so announced by such bank will be effective as of the effective
date of the announcement or, if no effective date is specified, as of the date
of the announcement.

"RESTRICTED PROPERTY" means (a) any facility or property, or portion
thereof, owned or leased by the Company or any Subsidiary and located within the
continental United States of America which, in the opinion of the Board of
Directors, is of material importance to the business of the Company and its
Subsidiaries taken as a whole, but no such facility, property or portion thereof
shall be deemed of material importance if its gross book value (before deducting
accumulated depreciation) is less than 3% of Consolidated Net Tangible Assets,
and (b) any shares of capital stock or indebtedness of any Subsidiary owning any
such facility.

"SALE AND LEASEBACK TRANSACTION" means any arrangement with any person
pursuant to which the Company or any Subsidiary leases any Restricted Property
that has been or is to be sold or transferred by the Company or the Subsidiary
to such person, other than (a) leases for a term, including renewals at the
option of the lessee, of not more than three years, (b) leases between the
Company and a Subsidiary or between Subsidiaries, (c) leases of Restricted
Property executed by the time of, or within 12 months after the latest of, the
acquisition, the completion of construction or improvement, or the commencement
of commercial operation, of such Restricted Property, and (d) arrangements
pursuant to any provision of law with an effect similar to that under former
Section 168(f)(8) of the Internal Revenue Code of 1954.

"SUBSIDIARY" means, with respect to any person, a corporation of which a
majority of the capital stock having voting power under ordinary circumstances
to elect a majority of the board of directors of such corporation is owned by
(i) such person, (ii) such person and one or more Subsidiaries or (iii) one or
more Subsidiaries of such person.

"US TREASURY BILL RATE" with respect to any Interest Determination Date
means the rate at which United States Treasury bills are auctioned, as set forth
in H.15(519) for that day opposite the Index Maturity under the caption "U.S.
Government Security/Treasury Bills/Auction Average (Investment)." If such rate
does not appear in H.15(519) by 9:00 am., New York City time, on the Calculation
Date relating to such Interest Determination Date, the rate for such Interest
Determination Date will be the Bond

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Equivalent Yield (as defined below) of the auction average rate for those
Treasury bills as announced by the United States Department of the Treasury. If
United States Treasury bills of the Index Maturity are not auctioned during any
period of seven consecutive calendar days ending on and including any Friday,
and a U.S. Treasury Bill Rate would have been available on the applicable
Interest Determination Date if such Treasury bills had been auctioned during
that seven day period, an Interest Determination Date will be deemed to have
occurred on the day during that seven-day period on which such Treasury bills
would have been auctioned in accordance with the usual practices of the United
States Department of the Treasury, and the rate for that Interest Determination
Date will be the Bond Equivalent Yield of the rate set forth in H.15(519) for
that day opposite the Index Maturity under the caption "U.S. Government
Securities/ Treasury Bills/Secondary Market". If such interest rate does not
appear in H.15(519) by 3:00 p.m., New York City time, on the Calculation Date
relating to such Interest Determination Date, the rate for such Interest
Determination Date will be the Bond Equivalent Yield of the arithmetic mean of
the secondary market bid rates of three primary United States Government dealers
in New York City as of approximately 3:30 p.m., New York City time, for such
Interest Determination Date for the issue of United States Treasury bills with a
remaining maturity closest to the Index Maturity.

For the purposes of this definition, the term "Bond Equivalent Yield" is to
be calculated in accordance with the following formula:

Bond Equivalent Yield = D X N___ X 100
360-(D X M)
where "D" refers to the per annum rate for the security, quoted on a bank
discount basis and expressed as a decimal, "N" refers to 365 or 366, as the case
may be, and "M" refers to the actual number of days in the applicable Interest
Period.

"VALUE" means, with respect to a Sale and Leaseback Transaction, an amount
equal to the present value of the lease payments (after deducting the amount of
rent to be received under noncancellable subleases) with respect to the term of
the lease remaining on the date as of which the amount is being determined,
without regard to any renewal or extension options contained in the lease,
discounted at the weighted average interest rate on the Debt Securities of all
series (including the effective interest rate on any Original Issue Discount (as
that term is defined in the Internal Revenue Code of 1986, as amended) Debt
Securities) which are outstanding on the effective date of such Sale and
Leaseback Transaction and which have the benefit of the covenant limiting Sale
and Leaseback Transactions. "Lease payments" shall be the aggregate amount of
the rent payable by the lessee with respect to the applicable period, after
excluding amounts required to be paid on account of maintenance and repairs,
insurance, taxes, water rates and similar charges. If and to the extent the
amount of any lease payment during any future period is not definitely
determinable under the lease in question, the amount of such lease payment shall
be estimated in such reasonable manner as the Board of Directors of the Company
may in good faith determine.

MERGERS AND SALES OF ASSETS

The Company may not consolidate with or merge into any other person or
convey, transfer or lease its properties and assets substantially as an entirety
to another person, unless, among other things, (i) the resulting, surviving or
transferee person (if other than the Company) is organized and existing under
the laws of the United States, any state thereof or the District of Columbia and
such person expressly assumes all obligations of the Company under the Debt
Securities and the Indenture, and (ii) immediately after giving effect to such
transaction, no event which is, or after notice or passage of time or both would
be, an Event of Default (any such event, a "Default") or Event of Default shall
have occurred and be continuing under the Indenture. Upon the assumption of the
Company's obligations by a person to whom such properties or assets are
conveyed, transferred or leased, subject to certain exceptions, the Company
shall be discharged from all obligations under the Debt Securities and the
Indenture.

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EVENTS OF DEFAULT

The Indenture provides that, if an Event of Default specified therein shall
have occurred and be continuing as described below, with respect to each series
of the Debt Securities outstanding thereunder individually, the Trustee or the
holders of not less than a majority in aggregate principal amount of the
outstanding Debt Securities of such series may declare the principal amount (or,
if any of the Debt Securities of such series are Discount Securities, such
portion of the principal amount of such Debt Securities as may be specified by
the terms thereof) of the Debt Securities of such series to be immediately due
and payable. Under certain circumstances, the holders of a majority in aggregate
principal amount of the outstanding Debt Securities of such series may rescind
such a declaration.

Under the Indenture, an Event of Default is defined as, with respect to each
series of Debt Securities outstanding thereunder individually, any of the
following: (i) default in payment of the principal of any Debt Security of such
series; (ii) default in payment of any interest on any Debt Security of such
series when due, continuing for 30 days, PROVIDED, however, that holders of 75%
of the then outstanding Debt Securities of such series shall not have consented
to a postponement of such payment; (iii) default in payment of any sinking fund
or purchase fund installment or analogous obligation, if any, on any Debt
Security of such series when due, continuing for 30 days; (iv) failure by the
Company to comply with its other agreements in respect of any Debt Securities of
such series upon the receipt by the Company of notice of such Default given as
specified in the Indenture and the Company's failure to cure such Default within
90 days after receipt by the Company of such notice; (v) acceleration of any
indebtedness for money borrowed by the Company in an aggregate principal amount
exceeding $50 million under the terms of the instrument under which such
indebtedness is issued or secured, if such acceleration is not annulled, or such
indebtedness is not discharged, within 30 days after written notice as provided
in the Indenture; (vi) certain events of bankruptcy or insolvency with respect
to the Company; and (vii) any other Event of Default set forth in an applicable
Prospectus Supplement.

The Trustee shall give notice to holders of the Debt Securities of any
continuing Default known to the Trustee within 90 days after the occurrence
thereof; PROVIDED, that the Trustee may withhold such notice, as to any Default
other than a payment Default, if it determines in good faith that withholding
the notice is in the interests of the holders.

The holders of a majority in principal amount of the outstanding Debt
Securities of any series may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee with respect to the Debt Securities of such
series; PROVIDED that such direction shall not be in conflict with any law or
the Indenture and subject to certain other limitations. Before proceeding to
exercise any right or power under the Indenture at the direction of such
holders, the Trustee shall be entitled to receive from such holders reasonable
security or indemnity satisfactory to it against the costs, expenses and
liabilities which might be incurred by it in complying with any such direction.
With respect to each series of Debt Securities, no holder will have any right to
pursue any remedy with respect to the Indenture or the Debt Securities, unless
(i) such holder shall have previously given the Trustee written notice of a
continuing Event of Default with respect to the Debt Securities of such series;
(ii) the holders of at least a majority in aggregate principal amount of the
outstanding Debt Securities of such series shall have made a written request to
the Trustee to pursue such remedy; (iii) such holder or holders have offered to
the Trustee reasonable indemnity satisfactory to the Trustee; (iv) the holders
of a majority in aggregate principal amount of the outstanding Debt Securities
of such series have not given the Trustee a direction inconsistent with such
request within 60 days after receipt of such request; and (v) the Trustee shall
have failed to comply with the request within such 60-day period.

Notwithstanding the foregoing, the right of any holder of any Debt Security
or coupon to receive payment of the principal of and interest in respect of such
Debt Security or payment of such coupon on the date specified in such Debt
Security or coupon representing such installment of interest as the fixed date
on which an amount equal to the principal of such Debt Security or an
installment of principal thereof or

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<PAGE>
interest thereon is due and payable (the "Stated Maturity" or "Stated
Maturities") or to institute suit for the enforcement of any such payments shall
not be impaired or adversely affected without such holder's consent. The holders
of at least a majority in aggregate principal amount of the outstanding Debt
Securities of any series may waive an existing Default with respect to such
series and its consequences, other than (i) any Default in any payment of the
principal of, or interest on, any Debt Security of such series or (ii) any
Default in respect of certain covenants or provisions in the Indenture which may
not be modified without the consent of the holder of each outstanding Debt
Security of such series affected as described below under "Modification and
Waiver."

The Indenture provides that the Company shall deliver to the Trustee within
120 days after the end of each fiscal year of the Company (beginning with the
fiscal year ending December 26, 1998) an officers' certificate stating whether
or not the signers know of any Default that occurred during such period.

MODIFICATION AND WAIVER

The Company and the Trustee may execute a supplemental indenture without the
consent of the holders of the Debt Securities or any related coupons (i) to add
to the covenants, agreements and obligations of the Company for the benefit of
the holders of all the Debt Securities of any series or to surrender any right
or power conferred in the Indenture upon the Company; (ii) to evidence the
succession of another corporation to the Company and the assumption by it of the
obligations of the Company under the Indenture and the Debt Securities; (iii) to
provide that bearer securities may be registrable as to principal, to change or
eliminate any restrictions (including restrictions relating to payment in the
United States) on the payment of principal of or interest, if any, on bearer
securities, to permit bearer securities to be issued in exchange for registered
securities, to permit bearer securities to be issued in exchange for bearer
securities of other authorized denominations or to permit the issuance of Debt
Securities in uncertificated form; (iv) to establish the form or terms of Debt
Securities of any series or coupons as permitted by the Indenture; (v) to
provide for the acceptance of appointment under the Indenture of a successor
Trustee with respect to the Debt Securities of one or more series and to add to
or change any provisions of the Indenture as shall be necessary to provide for
or facilitate the administration of the trusts by more than one Trustee; (vi) to
cure any ambiguity, defect or inconsistency, PROVIDED that such action shall not
adversely affect the interests of any holder of any such Debt Securities; (vii)
to add to, change or eliminate any provisions (which addition, change or
elimination may apply to one or more series of Debt Securities), PROVIDED that
any such addition, change or elimination neither (a) applies to any Debt
Security of any series created prior to the execution of such supplemental
indenture and is entitled to the benefit of such provision nor (b) modifies the
rights of the holder of any such Debt Securities with respect to such provision;
(viii) to secure the Debt Securities; or (ix) to make any other change that does
not adversely affect the rights of any holder of any such Debt Securities.

The Indenture provides that, with the consent of the holders of not less
than a majority in aggregate principal amount of the outstanding Debt Securities
of the series affected by such supplemental indenture, the Company and the
Trustee may also execute a supplemental indenture to add provisions to, or
change in any manner or eliminate any provisions of, the Indenture with respect
to such series of Debt Securities or modify in any manner the rights of the
holders of the Debt Securities of such series and any related coupons under the
Indenture; PROVIDED that no such supplemental indenture will, without the
consent of the holders of at least 75% of the outstanding Debt Securities
affected thereby, extend the time for payment of any installment of interest
payable with respect to such Debt Securities; PROVIDED, further, that no such
supplemental indenture will, without the consent of the holder of each such
outstanding Debt Security affected thereby, (i) change the stated maturity of
the principal of, or any installment of principal on, any such Debt Security or
any premium payable upon redemption thereof, or reduce the amount of principal
of any Debt Security that is a Discount Security and that would be due and
payable upon declaration of acceleration of maturity thereof; (ii) reduce the
principal amount of, or the rate of interest on, any such Debt Security; (iii)
change the place or currency of payment of principal or interest, if any, on

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any such Debt Security; (iv) impair the right to institute suit for the
enforcement of any payment on or with respect to any such Debt Security; (v)
reduce the above-stated percentage of holders of Debt Securities of any series
necessary to modify or amend the Indenture; or (vi) modify the foregoing
requirements or reduce the percentage in principal amount of outstanding Debt
Securities of any series necessary to waive any covenant or past default.
Holders of not less than a majority in principal amount of the outstanding Debt
Securities of any series may waive certain past Defaults and may waive
compliance by the Company with certain of the restrictive covenants described
above with respect to the Debt Securities of such series.

DISCHARGE AND DEFEASANCE

Unless otherwise indicated in an applicable Prospectus Supplement, the
Indenture provides that the Company may satisfy and discharge obligations
thereunder with respect to the Debt Securities of any series by delivering to
the Trustee for cancellation all outstanding Debt Securities of such series or
depositing with the Trustee, after such outstanding Debt Securities have become
due and payable, cash sufficient to pay at Stated Maturity all of the
outstanding Debt Securities of such series and paying all other sums payable
under the Indenture with respect to such series.

In addition, unless otherwise indicated in an applicable Prospectus
Supplement, the Indenture provides that: the Company (a) shall be discharged
from its obligations in respect of the Debt Securities of such series
("defeasance and discharge"), or (b) may cease to comply with certain
restrictive covenants ("covenant defeasance") including those described under
"Mergers and Sales of Assets" and any such omission shall not be an Event of
Default with respect to the Debt Securities of such series, in each case at any
time prior to the Stated Maturity or redemption thereof, when the Company has
irrevocably deposited with the Trustee, in trust, (i) sufficient funds in the
currency or currency unit in which the Debt Securities are denominated to pay
the principal of (and premium, if any), and interest to Stated Maturity (or
redemption) on, the Debt Securities of such series, (ii) such amount of direct
obligations of, or obligations the principal of (and premium, if any) and
interest on which are fully guaranteed by, the government which issued the
currency in which the Debt Securities are denominated, and which are not subject
to prepayment, redemption or call, as will, together with the predetermined and
certain income to accrue thereon without consideration of any reinvestment
thereof, be sufficient to pay when due the principal of (and premium, if any),
and interest to Stated Maturity (or redemption) on, the Debt Securities of such
series or (iii) any combination thereof. Such defeasance and discharge and
covenant defeasance are conditioned upon, among other things, the Company's
delivery of (x) an opinion of counsel that the holders of the Debt Securities of
such series will not recognize income, gain or loss for United States Federal
income tax purposes as a result of such defeasance and, such holders will be
subject to tax on the same amounts, in the same manner and at the same times as
if no defeasance and discharge or covenant defeasance, as the case may be, had
occurred and (y) an officer's certificate and an opinion of counsel, each
stating that all conditions precedent with respect to such defeasance and
discharge or covenant defeasance, as the case may be, have been complied with.
Upon such defeasance and discharge, the holders of the Debt Securities of such
series shall no longer be entitled to the benefits of the Indenture, except for
the purposes of registration of transfer and exchange of the Debt Securities of
such series and replacement of lost, stolen or mutilated Debt Securities and
shall look only to such deposited funds or obligations for payment.

THE TRUSTEE

The Trustee will be permitted to engage in other transactions with the
Company and its subsidiaries; however, if the Trustee acquires any conflicting
interest, it must eliminate such conflict or resign. An affiliate of the Trustee
is a lender under the Company's bank credit facility.

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CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS

The following is a summary of certain United States Federal tax
considerations of the acquisition, ownership, and disposition of the Debt
Securities by original purchasers of the Debt Securities. This summary is based
on existing United States Federal tax law, which is subject to change, possibly
retroactively. This discussion does not discuss all aspects of United States
Federal taxation that may be relevant to a particular holder in light of its
personal investment circumstances, such as holders who hold the Debt Securities
as a position in a "straddle" or "hedge" for United States Federal income tax
purposes, holders who have a functional currency other than the U.S. dollar, or
holders subject to special treatment under the United States Federal income tax
laws (for example, financial institutions, insurance companies, tax exempt
organizations, and broker-dealers), and it does not discuss any aspects of
foreign, state, or local tax laws. This summary assumes that purchasers will
hold the Debt Securities as "capital assets" (generally, property held for
investment) under the Internal Revenue Code of 1986, as amended (the "Code").
Prospective investors are urged to consult their tax advisors regarding the
United States Federal tax consequences of acquiring, holding, and disposing of
the Debt Securities, as well as any tax consequences that may arise under the
laws of any foreign, state, local, or other taxing jurisdiction.

For purposes of this summary, the term "United States Holder" means a
beneficial owner of a Debt Security that is, for United States Federal income
tax purposes, a citizen or resident of the United States, a corporation,
partnership, or other entity created or organized in the United States or under
the laws of the United States or of any political subdivision thereof, an estate
whose income is includible in gross income for United States Federal income tax
purposes regardless of its source, or a trust whose administration is subject to
the primary supervision of a United States court and which has one or more
United States persons who have the authority to control all substantial
decisions of the trust. As used herein, the term "Non-United States Holder"
means a holder of a Debt Security that is not a United States Holder.

UNITED STATES HOLDERS

ORIGINAL ISSUE DISCOUNT

Debt Securities with a term greater than one year may be issued with
original issue discount for United States Federal income tax purposes. Original
issue discount will arise if the stated principal amount at maturity of a Debt
Security exceeds its issue price by more than a DE MINIMIS amount, or if a Debt
Security has certain interest payment characteristics. Generally, an instrument
may be issued with original issue discount if it does not provide for payment of
interest, at least annually, at a fixed rate throughout the term of the
instrument (E.G., interest holidays, interest payable in additional Debt
Securities, certain stepped rates, or certain rates based on multiple indices).
If a Debt Security is issued with original issue discount, the holder of the
Debt Security will be required to include amounts in gross income for United
States Federal income tax purposes in advance of the receipt of the cash payment
to which such income is attributable. The amount of original issue discount will
generally be equal to the difference between all payments to be received under
the Debt Security other than payments of "qualified stated interest" and the
issue price of the Debt Security. Such original issue discount will be included
in income using a constant yield to maturity method. The yield to maturity will
be determined by taking into account all payments to be received under the Debt
Security. This method will result in a greater portion of such discount being
included in income in the later part of the term of the Debt Securities. Any
amounts included in income as original issue discount will increase a holder's
adjusted tax basis in the Debt Security. The treatment of Debt Securities with
contingent payments, such as indexed notes, will be different and will be set
forth in the appropriate Prospectus Supplement.

The Company will report annually to the Internal Revenue Service and to each
holder of such Debt Security the amount of original issue discount accrued with
respect to the Debt Security. Prospective purchasers are advised to consult
their tax advisors with respect to the particular original issue discount
characteristics of the Debt Security that is being purchased.

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<PAGE>
ACQUISITION DISCOUNT

Debt Securities that have a fixed maturity of one year or less may be issued
with acquisition discount. Acquisition discount may arise under the
circumstances set forth above with respect to original issue discount. Accrual
basis taxpayers, taxpayers in certain specified classes, and cash basis
taxpayers making an appropriate election to accrue acquisition discount under
the Code would be required to include acquisition discount in income currently
in an amount and manner similar to that applicable to original issue discount. A
cash basis holder who makes such an election cannot revoke such accrual election
without the consent of the Internal Revenue Service, and such election applies
to all short-term obligations acquired by the holder in the taxable year in
which the election is made and in all subsequent taxable years. Individuals and
other non-electing cash basis taxpayers holding Debt Securities with acquisition
discount are not required to include accrued acquisition discount in income
until the cash payments attributable to such amounts are received, which amounts
will be treated as ordinary income. A holder who does not recognize acquisition
discount currently may also be subject to limitations on the deductibility of
interest on indebtedness incurred to purchase or, in certain circumstances,
carry such a Debt Security.

VARIABLE RATE DEBT SECURITIES

A "Variable Rate Debt Security" is generally a debt instrument (i) with an
issue price that does not exceed the sum of the noncontingent principal payments
to be made on the Debt Security by more than a specified amount, and (ii) that
provides for stated interest unconditionally payable at least annually at the
current value of (A) one or more qualified floating rates, (B) a single fixed
rate and one or more qualified floating rates, (C) a single objective rate, or
(D) a single fixed rate and a qualified inverse floating rate. A qualified
floating rate is a rate that can reasonably be expected to measure
contemporaneous variations in the cost of newly borrowed funds. An objective
rate is a rate (other than a qualified floating rate) that is determined using a
single fixed formula and that is based on objective financial or economic
information. A qualified inverse floating rate is a rate equal to a fixed rate
minus a qualified floating rate whose variations can reasonably be expected to
inversely reflect contemporaneous variations in the qualified floating rate. The
Company will provide notice in the applicable Prospectus Supplement when it
determines that a particular Debt Security will be a Variable Rate Debt
Security. A Variable Rate Debt Security issued for a price equal to its stated
principal amount will not be subject to the original issue discount rules
described above.

A Variable Rate Debt Security may be subject to the rules described above in
"Original Issue Discount" if it is issued at a price less than its stated
principal amount. To determine the amount of original issue discount to be
included in income, if any, the Variable Rate Debt Security must be converted
into a fixed rate debt instrument by substituting an appropriate fixed rate for
the variable rate or rates, and then the rules under "Original Issue Discount"
must be applied. In certain circumstances, if the interest actually accrued or
paid during an accrual period is greater or less than the interest assumed to be
accrued or paid under the equivalent fixed rate debt instrument, appropriate
adjustments must be made to the original issue discount allocable to the period.

DISPOSITION OF DEBT SECURITIES

In general, and subject to the foregoing discussion of acquisition discount,
a holder of a Debt Security will recognize gain or loss on the sale, redemption,
exchange or other disposition of the Debt Security in an amount equal to the
difference between the amount realized (except to the extent attributable to
accrued interest) and the holder's adjusted tax basis in the Debt Security.

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NON-UNITED STATES HOLDERS

Under present United States Federal income and estate tax law, assuming
certain certification requirements are satisfied (which include identification
of the beneficial owner of the instrument), and subject to the discussion of
backup withholding below:

(a) payments of interest (including any original issue discount) on the Debt
Securities to any Non-United States Holder will not be subject to United
States Federal income or withholding tax, provided that (1) the holder
does not actually or constructively own 10% or more of the total combined
voting power of all classes of stock of the Company entitled to vote, (2)
the holder is not (i) a foreign tax exempt organization or a foreign
private foundation for United States Federal income tax purposes, (ii) a
bank receiving interest pursuant to a loan agreement entered into in the
ordinary course of its trade or business, or (iii) a controlled foreign
corporation that is related to the Company through stock ownership, and
(3) such interest payments are not effectively connected with the conduct
of a United States trade or business of the holder;

(b) a holder of a Debt Security who is a Non-United States Holder will not
be subject to United States Federal income tax on gain realized on the
sale, exchange, retirement or other disposition of a Debt Security,
unless (1) such holder is an individual who is present in the United
States for 183 days or more during the taxable year and certain other
requirements are met, or (2) the gain is effectively connected with the
conduct of a United States trade or business of the holder; and

(c) if interest on the Debt Securities is exempt from withholding of United
States Federal income tax under the rules described above, the Debt
Securities will not be included in the estate of a deceased Non-United
States Holder for United States Federal estate tax purposes.

The certification referred to above may be made on an Internal Revenue
Service Form W-8 or substantially similar substitute form.

BACKUP WITHHOLDING AND INFORMATION REPORTING

In the case of payments of interest to Non-United States Holders, current
Treasury regulations provide that the 31% backup withholding tax and certain
information reporting will not apply to such payments with respect to which
either the requisite certification, as described above, has been received or an
exemption has otherwise been established; provided that neither the Company nor
its payment agent has actual knowledge that the holder is a United States person
or that the conditions of any other exemption are not in fact satisfied. Under
current Treasury regulations, these information reporting and backup withholding
requirements will apply, however, to the gross proceeds paid to a Non-United
States Holder on the disposition of the Debt Securities by or through a United
States office of a United States or foreign broker, unless the holder certifies
to the broker under penalties of perjury as to its name, address, and status as
a foreign person or the holder otherwise establishes an exemption. Information
reporting requirements, but not backup withholding, will also apply to a payment
of the proceeds of a disposition of the Debt Securities by or through a foreign
office of a United States broker or foreign brokers with certain types of
relationship to the United States. Neither information reporting nor backup
withholding will generally apply to a payment of the proceeds of a disposition
of the Debt Securities by or through a foreign office of a foreign broker not
subject to the preceding sentence.

Backup withholding is not an additional tax. Any amounts withheld under the
backup withholding rules will be refunded or credited against the Non-United
States Holder's United States Federal income tax liability, provided that the
required information is furnished to the Internal Revenue Service.

Recently, the Treasury Department has promulgated final regulations (the
"Final Regulations") regarding the withholding and information reporting rules
discussed above. In general, the Final Regulations do not significantly alter
the substantive withholding and information reporting requirements but

26
<PAGE>
unify current certification procedures and forms and clarify reliance standards.
Under the Final Regulations, special rules apply which permit the shifting of
primary responsibility for withholding to certain financial intermediaries
acting on behalf of beneficial owners. The Final Regulations are generally
effective for payments made after December 31, 1998, subject to certain
transition rules.

PLAN OF DISTRIBUTION

The Company may sell the Debt Securities directly or through agents,
underwriters or dealers.

Offers to purchase Offered Securities may be solicited by agents designated
by the Company from time to time. Any such agent, who may be deemed to be an
underwriter as that term is defined in the Securities Act, involved in the offer
or sale of the Offered Securities in respect of which this prospectus is
delivered will be named, and any commissions payable by the Company to such
agent set forth, in the Prospectus Supplement. Unless otherwise indicated in the
Prospectus Supplement, any such agent will be acting on a best efforts basis for
the period of its appointment. The Company may also sell Offered Securities to
an agent as principal. Agents may be entitled to, under agreements which may be
entered into with the Company, indemnification by the Company against certain
liabilities, including liabilities under the Securities Act, and may be
customers of, engage in transactions with or perform services for the Company in
the ordinary course of business.

If any underwriters are utilized in the sale of Offered Securities in
respect of which this Prospectus is delivered, the Company will enter into an
underwriting agreement with such underwriters and the names of the underwriters
and the terms of the transaction will be set forth in the Prospectus Supplement,
which will be used by the underwriters to make resales of the Offered Securities
in respect of which this Prospectus is delivered to the public. Underwriters may
offer and sell the Offered Securities 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. The
underwriters may be entitled, under the relevant underwriting agreement, to
indemnification by the Company against certain liabilities, including
liabilities under the Securities Act, and may be customers of, engage in
transactions with or perform services for the Company in the ordinary course of
business.

If a dealer is utilized in the sale of the Offered Securities in respect of
which this Prospectus is delivered, the Company will sell such Offered
Securities to the public at varying prices to be determined by such dealer at
the time of resale. Dealers may be entitled to indemnification by the Company
against certain liabilities, including liabilities under the Securities Act, and
may be customers of, engage in transactions with or perform services for the
Company in the ordinary course of business.

Offered Securities may also be offered and sold, if so indicated in the
Prospectus Supplement, in connection with a remarketing upon their purchase, in
accordance with a redemption or repayment pursuant to their terms, or otherwise,
by one or more firms ("remarketing firms"), acting as principals for their own
accounts or as agents for the Company. Any remarketing firm will be identified
and the terms of its agreement, if any, with the Company and its compensation
will be described in the Prospectus Supplement. Remarketing firms may be deemed
to be underwriters in connection with the Offered Securities remarketed thereby.
Remarketing firms may be entitled under agreements which may be entered into
with the Company to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act, and may be customers of, engage
in transactions with or perform services for the Company in the ordinary course
of business.

If so indicated in the Prospectus Supplement, the Company will authorize
agents and underwriters or dealers to solicit offers by certain purchasers to
purchase Offered Securities from the Company at the public offering price set
forth in the Prospectus Supplement pursuant to delayed delivery contracts
providing for payment and delivery on a specified date in the future. Such
contracts will be subject to only those conditions set forth in the Prospectus
Supplement, and the Prospectus Supplement will set forth the commission payable
for solicitation of such offers.

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<PAGE>
The Offered Securities may or may not be listed on a national securities
exchange or a foreign securities exchange. No assurance can be given that there
will be a market for any of the Debt Securities.

LEGAL MATTERS

Certain legal matters with respect to the Debt Securities being offered
hereby will be passed upon for the Company by Skadden, Arps, Slate, Meagher &
Flom LLP, Los Angeles, California and, with respect to matters of North Carolina
law, by Womble Carlyle Sandridge & Rice, PLLC, Winston-Salem, North Carolina.

EXPERTS

The combined financial statements of the Company as of December 28, 1996 and
December 30, 1995 and for each of the years in the three-year period ended
December 28, 1996 have been incorporated by reference herein and in the
registration statement in reliance upon the report of KPMG Peat Marwick LLP,
independent auditors, incorporated by reference herein, and upon the authority
of said firm as experts in accounting and auditing.

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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

All expenses other than the Securities and Exchange Commission registration
fee are estimated.

<TABLE>
<S> <C>
SEC registration fee.................................................... $ 590,000
Accountants' fees and expenses.......................................... 75,000
Legal fees and expenses................................................. 100,000
Printing and engraving expenses......................................... 75,000
Rating agencies' fees................................................... 230,000
Trustee's and registrar's fees and expenses............................. 6,000
Miscellaneous........................................................... 174,000
---------
Total:................................................................ $1,250,000
---------
---------
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Sections 55-8-50 through 55-8-58 of the North Carolina Business Corporation
Act ("NCBCA") provide as follows:

Section 55-8-50. POLICY STATEMENT AND DEFINITIONS.

(a) It is the public policy of this State to enable corporations organized
under this Chapter to attract and maintain responsible, qualified
directors, officers, employees and agents, and, to that end, to permit
corporations organized under this Chapter to allocate the risk of
personal liability of directors, officers, employees and agents through
indemnification and insurance as authorized in this Part.

(b) Definition in this Part:

(1) "Corporation" includes any domestic or foreign corporation absorbed
in a merger which, if its separate existence had continued, would
have had the obligation or power to indemnify its directors,
officers, employees, or agents, so that a person who would have been
entitled to receive or request indemnification from such corporation
if its separate existence had continued shall stand in the same
position under this Part with respect to the surviving corporation.

(2) "Director" means an individual who is or was a director of a
corporation or an individual who, while a director of a corporation,
is or was serving at the corporation's request as a director,
officer, partner, trustee, employee, or agent of another foreign or
domestic corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise. A Director is considered to be
serving any employee benefit plan at the corporation's request if
his duties to the corporation also impose duties on, or otherwise
involves services by, him to the plan or to participants in or
beneficiaries of the plan. "Director" includes, unless the context
requires otherwise, the estate or personal representative of a
director.

(3) "Expenses" means expenses of every kind in defending a proceeding,
including counsel fees.

(4) "Liability" means the obligation to pay a judgment, settlement,
penalty, fine (including an excise tax assessed with respect to an
employee benefit plan) or reasonable expenses incurred with respect
to a proceeding.

(4a) "Officer", "employee", or "agent" includes, unless the context
requires otherwise, the estate or personal representative of a
person who acted in that capacity.

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(5) "Official capacity" means: (i) when used with respect to a director,
the office of director in a corporation; and (ii) when used with
respect to an individual other than a director, as contemplated in
G.S. 55-8-56, the office in a corporation held by the officer or the
employment or agency relationship undertaken by the employee or
agent on behalf of the corporation. "Official capacity" does not
include service for any other foreign or domestic corporation or any
partnership, joint venture, trust, employee benefit plan, or other
enterprise.

(6) "Party" includes an individual who was, is, or is threatened to be
made a named defendant or respondent in a proceeding.

(7) "Proceeding" means any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or
investigative and whether formal or informal.

Section 55-8-51. AUTHORITY TO INDEMNIFY.

(a) Except as provided in subsection (d), a corporation may indemnify an
individual made a party to a proceeding because he is or was a director
against liability incurred in the proceeding if:

(1) He conducted himself in good faith; and

(2) He reasonably believed (i) in the case of conduct in his official
capacity with the corporation, that his conduct was in its best
interests; and (ii) in all other cases, that his conduct was at
least not opposed to its best interest; and

(3) In the case of any criminal proceeding, he had no reasonable cause
to believe his conduct was unlawful.

(b) A director's conduct with respect to an employee benefit plan for a
purpose he reasonably believed to be in the interests of the participants
in and beneficiaries of the plan is conduct that satisfied the
requirement of subsection (a)(2)(ii).

(c) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of no contest or its equivalent is not, of
itself, determinative that the director did not meet the standard of
conduct described in this section.

(d) A corporation may not indemnity a director under this section:

(1) In connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the
corporation; or

(2) In connection with any other proceeding charging improper personal
benefit to him, whether or not involving action in his official
capacity, in which he was adjudged liable on the basis that personal
benefit was improperly received by him.

(e) Indemnification permitted under this section in connection with a
proceeding by or in the right of the corporation that is concluded
without a final adjudication on the issue of liability is limited to
reasonable expenses incurred in connection with the proceeding.

(f) The authorization, approval or favorable recommendation by the board of
directors of a corporation of indemnification, as permitted by this
section, shall not be deemed an act or corporate transaction in which a
director has a conflict of interest, and no such indemnification shall be
void or voidable on such ground.

Section 55-8-52. MANDATORY INDEMNIFICATION.

Unless limited by its articles of incorporation, a corporation shall
indemnify a director who was wholly successful, on the merits or otherwise, in
the defense of any proceeding to which he was a party because he

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is or was a director of the corporation against reasonable expenses incurred by
him in connection with the proceeding.

Section 55-8-53. ADVANCE FOR EXPENSES.

Expenses incurred by a director in defending a proceeding may be paid by the
corporation in advance of the final disposition of such proceeding as authorized
by the board of directors in the specific case or as authorized or required
under any provision in the articles of incorporation or bylaws or by any
applicable resolution or contract upon receipt of an undertaking by or on behalf
of the director to repay such amount unless it shall ultimately be determined
that he is entitled to be indemnified by the corporation against such expenses.

Section 55-8-54. COURT-ORDERED INDEMNIFICATION.

Unless a corporation's articles of incorporation provide otherwise, a
director of the corporation who is a party to a proceeding may apply for
indemnification to the court conducting the proceeding or to another court of
competent jurisdiction. On receipt of an application, the court after giving any
notice the court considers necessary may order indemnification if it determines:

(1) The director is entitled to mandatory indemnification under G.S.
55-8-52, in which case the court shall also order the corporation to
pay the director's reasonable expenses incurred to obtain court
ordered indemnification; or

(2) The director is fairly and reasonably entitled to indemnification in
view of all the relevant circumstances, whether or not he met the
standard of conduct set forth in G.S. 55-8-51 or was adjudged liable
as described in G.S. 55-8-51(d), but if he was adjudged so liable
his indemnification is limited to reasonable expenses incurred.

Section 55-8-55. DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION.

(a) A corporation may not indemnify a director under G.S. 55-8-51 unless
authorized in the specific case after a determination has been made that
indemnification of the director is permissible in the circumstances
because he has met the standard of conduct set forth in G.S. 55-8-51.

(b) The determination shall be made:

(1) By the board of directors by majority vote of a quorum consisting of
directors not at the time parties to the proceeding;

(2) If a quorum cannot be obtained under subdivision (l), by majority
vote of a committee duly designated by the board of directors (in
which designation directors who are parties may participate),
consisting solely of two or more directors not at the time parties
to the proceeding;

(3) By special legal counsel (i) selected by the board of directors or
its committee in the manner prescribed in subdivision (1) or (2); or
(ii) if a quorum of the board of directors cannot be obtained under
subdivision (1) and a committee cannot be designated under
subdivision (2), selected by majority vote of the full board of
directors (in which selected directors who are parties may
participate); or

(4) By the shareholders, but shares owned by or voted under the control
of directors who are at the time parties to the proceeding may not
be voted on the determination.

(c) Authorization of indemnification and evaluation as to reasonableness of
expenses shall be made in the same manner as the determination that
indemnification is permissible, except that if the determination is made
by special legal counsel, authorization of indemnification and evaluation
as to reasonableness of expenses shall be made by those entitled under
subsection (b)(3) to select counsel.

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Section 55-8-56. INDEMNIFICATION OF OFFICERS, EMPLOYEES, AND AGENTS.

Unless a corporation's articles of incorporation provide otherwise:

(1) An officer of the corporation is entitled to mandatory
indemnification under G.S. 55-8-52, and is entitled to apply for
court-ordered indemnification under G.S. 55-8-54, in each case to
the same extent as a director;

(2) The corporation may indemnify and advance expenses under this Part
to an officer, employee, or agent of the corporation to the same
extent as to a director; and

(3) A corporation may also indemnify and advance expenses to an officer,
employee, or agent who is not a director to the extent, consistent
with public policy, that may be provided by its articles of
incorporation, bylaws, general or specific action of its board of
directors, or contract.

Section 55-8-57. ADDITIONAL INDEMNIFICATION AND INSURANCE.

(a) In addition to and separate and apart from the indemnification provided
for in G.S. 55-8-51, 55-8-52, 55-8-54, 55-8-55 and 55-8-56, a corporation
may in its articles of incorporation or bylaws or by contract or
resolution indemnify or agree to indemnify any one or more of its
directors, officers, employees, or agents against liability and expenses
in any proceeding (including without limitation a proceeding brought by
or on behalf of the corporation itself) arising out of their status as
such or their activities in any of the foregoing capacities; provided,
however, that a corporation may not indemnify or agree to indemnify a
person against liability or expenses he may incur on account of his
activities which were at the time taken known or believed by him to be
clearly in conflict with the best interests of the corporation. A
corporation may likewise and to the same extent indemnify or agree to
indemnify any person who, at the request of the corporation, is or was
serving as a director, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation, partnership, joint venture,
trust or other enterprise or as a trustee or administrator under an
employee benefit plan. Any provisions in any articles of incorporation,
bylaw, contract or resolution permitted under this section may include
provisions for recovery from the corporation of reasonable costs,
expenses, and attorneys' fees in connection with the enforcement of
rights to indemnification granted therein and may further include
provisions establishing reasonable procedures for determining and
enforcing the rights granted therein.

(b) The authorization, adoption, approval, or favorable recommendation by
the board of directors of a public corporation of any provision in any
articles of incorporation, bylaw, contract or resolution, as permitted in
this section, shall not be deemed an act or corporate transaction in
which a director has a conflict of interest, and no such articles of
incorporation or bylaw provision or contract or resolution shall be void
or voidable on such grounds. The authorization, adoption, approval, or
favorable recommendation by the board of directors of a nonpublic
corporation of any provision in any articles of incorporation, bylaw,
contract or resolution, as permitted in this section, which occurred
prior to July 1, 1990, shall not be deemed an act or corporate
transaction in which a director has a conflict of interest, and no such
articles of incorporation, bylaw provision, contract or resolution shall
be void or voidable on such grounds. Except as permitted in G.S. 55-8-31,
no such bylaw, contract, or resolution not adopted, authorized, approved
or ratified by shareholders shall be effective as to claims made or
liabilities asserted against any director prior to its adoption,
authorization, or approval by the board of directors.

(c) A corporation may purchase and maintain insurance on behalf of an
individual who is or was a director, officer, employee, or agent of the
corporation or who, while a director, officer, employee, or agent of the
corporation, is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee, or agent of another
foreign or domestic corporation,

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partnership, joint venture, trust, employee benefit plan, or other
enterprise, against liability asserted against or incurred by him in that
capacity or arising from his status as a director, officer, employee, or
agent, whether or not the corporation would have power to indemnify him
against the same liability under any provision of this Chapter.

Section 55-8-58. APPLICATION OF PART.

(a) If articles of incorporation limit indemnification or advance for
expenses, indemnification and advance for expenses are valid only to the
extent consistent with the articles.

(b) This Part does not limit a corporation' s power to pay or reimburse
expenses incurred by a director in connection with his appearance as a
witness in a proceeding at a time when he has not been made a named
defendant or respondent to the proceeding.

Article Sixth of the Company's Restated Articles of Incorporation (the
"Charter") provides that the Company shall, to the fullest extent permitted by
law, indemnify its directors and officers against all liabilities and expenses
(including attorney's fees) in any suit or proceedings, whether civil, criminal,
administrative or investigative, and whether or not brought by or on behalf of
the Company, including all appeals therefrom, arising out of their status as
such or their activities in any of the foregoing capacities, unless the
activities of the person to be indemnified were at the time taken known or
believed by such director or officer to be clearly in conflict with the best
interests of the Company. The Charter also provides that the Company shall
indemnify any person who, at the request of the Company, is or was serving as a
director, officer, partner, trustee, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust or other enterprise, or
as trustee or administrator under any employee benefit plan. Indemnification
provided under the Charter shall in each case include advances of a director's
or officer's expenses prior to final disposition of such proceeding upon receipt
of an undertaking to repay such amount unless it shall ultimately be determined
that he or she is entitled to be indemnified. The foregoing rights of
indemnification under the Charter are not exclusive of any other rights to which
those seeking indemnification may be entitled and shall not be limited by the
provisions of Sections 55-8-50 through 55-8-58 of the NCBCA or any successor
statute.

Officers and directors of the Company are presently covered by insurance
which (with certain exceptions and within certain limitations) indemnifies them
against any losses arising from any alleged wrongful act including any alleged
error or misstatement or misleading statement or wrongful act or omission or
neglect of duty.

The Company has entered into indemnity agreements with each of its
directors. The indemnity agreements generally indemnify such persons against
liabilities arising out of their service in their capacities as directors,
officers, employees or agents of the Company. The Company may from time to time
enter into indemnity agreements with additional individuals who become officers
and/or directors of the Company.

II-5
<PAGE>
ITEM 16. EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ----------- ---------------------------------------------------------------------------------------------------------
<C> <S>
+1.1 Form of Underwriting Agreement between the Company and the Underwriter(s) with respect to the Debt
Securities.

+1.2 Form of Distribution Agreement between the Company and the Agent(s) with respect to the Debt Securities.

4.1 Form of Indenture.

5.1 Opinion of Womble Carlyle Sandridge & Rice, PLLC regarding the Debt Securities.

*12.1 Computation of Ratio of Earnings to Fixed Charges.

23.1 Consent of Womble Carlyle Sandridge & Rice, PLLC (included in their opinion filed as Exhibit 5.1).

*23.2 Consent of Independent Auditors (KPMG Peat Marwick LLP).

*24.1 Powers of Attorney.

25.1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of the Trustee under the
Indenture.
</TABLE>

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

+ To be filed under subsequent Form 8-K

* Previously filed

ITEM 17. UNDERTAKINGS

(a) 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 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;

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act"), 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; and

(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.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, 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.

(c) Insofar as indemnification for liabilities arising under the Securities
Act 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 (the "Commission") such indemnification is against
public policy as expressed in the Securities Act 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,

II-6
<PAGE>
suit or proceeding) is asserted by 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 whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.

(d) 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 in accordance
with the rules and regulations prescribed by the Commission under Section
305(b)(2) of the Securities Act.

II-7
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Amendment to
Registration Statement to be signed on its behalf by the undersigned, thereunder
duly authorized, in the City of Louisville, State of Kentucky, on the 5th day of
February, 1998.

<TABLE>
<S> <C> <C>
TRICON GLOBAL RESTAURANTS, INC.

By: /s/ ANDRALL E. PEARSON*
-----------------------------------------
Andrall E. Pearson
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
</TABLE>

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment to Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------

<C> <S> <C>
Chairman of the Board and
/s/ ANDRALL E. PEARSON* Chief Executive Officer
- ------------------------------ (Principal Executive February 5, 1998
Andrall E. Pearson Officer)

/s/ DAVID C. NOVAK*
- ------------------------------ Vice Chairman of the Board February 5, 1998
David C. Novak and President

/s/ ROBERT C. LOWES* Chief Financial Officer
- ------------------------------ (Principal Financial February 5, 1998
Robert C. Lowes Officer)

/s/ ROBERT L. CARLETON*
- ------------------------------ Controller (Principal February 5, 1998
Robert L. Carleton Accounting Officer)

/s/ D. RONALD DANIEL*
- ------------------------------ Director February 5, 1998
D. Ronald Daniel
</TABLE>

II-8
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------

<C> <S> <C>
/s/ JAMES DIMON*
- ------------------------------ Director February 5, 1998
James Dimon

/s/ MASSIMO FERRAGAMO*
- ------------------------------ Director February 5, 1998
Massimo Ferragamo

/s/ ROBERT HOLLAND, JR.*
- ------------------------------ Director February 5, 1998
Robert Holland, Jr.

/s/ SIDNEY KOHL*
- ------------------------------ Director February 5, 1998
Sidney Kohl

- ------------------------------ Director
Kenneth G. Langone

/s/ JACKIE TRUJILLO*
- ------------------------------ Director February 5, 1998
Jackie Trujillo

/s/ ROBERT J. ULRICH*
- ------------------------------ Director February 5, 1998
Robert J. Ulrich

/s/ JEANETTE S. WAGNER*
- ------------------------------ Director February 5, 1998
Jeanette S. Wagner

/s/ JOHN L. WEINBERG*
- ------------------------------ Director February 5, 1998
John L. Weinberg

/s/ CHRISTIAN L. CAMPBELL
- ------------------------------
Christian L. Campbell, February 5, 1998
Attorney-in-Fact
</TABLE>

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

* By Christian L. Campbell, as Attorney-in-Fact

II-9
<PAGE>
INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- --------- ------------------------------------------------------------------------------------------------------
<C> <S>
+1.1 Form of Underwriting Agreement between the Company and the Underwriter(s) with respect to the Debt
Securities.

+1.2 Form of Distribution Agreement between the Company and the Agent(s) with respect to the Debt
Securities.

4.1 Form of Indenture.

5.1 Opinion of Womble Carlyle Sandridge & Rice, PLLC regarding the Debt Securities.

*12.1 Computation of Ratio of Earnings to Fixed Charges.

23.1 Consent of Womble Carlyle Sandridge & Rice, PLLC (included in their opinion filed as Exhibit 5.1).

*23.2 Consent of Independent Auditors (KPMG Peat Marwick LLP).

*24.1 Powers of Attorney.

25.1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of the Trustee under the
Indenture.
</TABLE>

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

+ To be filed under subsequent Form 8-K

* Previously filed

II-10

<PAGE>

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

TRICON GLOBAL RESTAURANTS, INC.

SENIOR DEBT SECURITIES

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

INDENTURE

DATED AS OF , 1998

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

THE FIRST NATIONAL BANK OF CHICAGO,
AS TRUSTEE

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

<PAGE>

CROSS REFERENCE TABLE (1)

TIA INDENTURE
SECTION SECTION

310 (a)(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.8; 7.10
(a)(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.10
(a)(3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .N.A.
(a)(4). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .N.A.
(a)(5). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7.10
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.8; 7.10
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A
311 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7.11
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7.11
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .N.A.
312 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.7
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12.3
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12.3
313 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.6
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.6
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.6; 12.2
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.6
314 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.2; 12.2
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .N.A.
(c)(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12.4
(c)(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12.4
(c)(3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .N.A.
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.5
(f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.3
315 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.1
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.5; 12.2
315 (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.1
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.1
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6.11
316 (a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.5
(a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.4
(a)(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .N.A.
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.7

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

(1) Note: This Cross Reference Table shall not, for any purpose, be deemed
to be part of the Indenture.

<PAGE>

TIA INDENTURE
SECTION SECTION

(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .N.A.
317 (a)(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.8
(a)(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.9
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.6
318 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12.1

<PAGE>

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1 DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.2 OTHER DEFINITIONS. . . . . . . . . . . . . . . . . . . . . 7
SECTION 1.3 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT. . . . . 8
SECTION 1.4 RULES OF CONSTRUCTION. . . . . . . . . . . . . . . . . . . 8

ARTICLE II

THE SECURITIES

SECTION 2.1 FORMS GENERALLY. . . . . . . . . . . . . . . . . . . . . . 9
SECTION 2.2 SECURITIES IN GLOBAL FORM. . . . . . . . . . . . . . . . . 9
SECTION 2.3 TITLE, TERMS AND DENOMINATIONS.. . . . . . . . . . . . . . 11
SECTION 2.4 EXECUTION, AUTHENTICATION, DELIVERY AND DATING . . . . . . 14
SECTION 2.5 REGISTRAR AND PAYING AGENT.. . . . . . . . . . . . . . . . 18
SECTION 2.6 PAYING AGENT TO HOLD MONEY AND SECURITIES IN TRUST.. . . . 18
SECTION 2.7 SECURITYHOLDER LISTS.. . . . . . . . . . . . . . . . . . . 18
SECTION 2.8 TRANSFER AND EXCHANGE. . . . . . . . . . . . . . . . . . . 19
SECTION 2.9 REPLACEMENT SECURITIES AND COUPONS.. . . . . . . . . . . . 22
SECTION 2.10 OUTSTANDING SECURITIES; DETERMINATIONS OF HOLDERS'ACTION. 23
SECTION 2.11 TEMPORARY SECURITIES. . . . . . . . . . . . . . . . . . . 24
SECTION 2.12 CANCELLATION. . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 2.13 PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED. . . . . . 27
SECTION 2.14 PERSONS DEEMED OWNERS.. . . . . . . . . . . . . . . . . . 28
SECTION 2.15 COMPUTATION OF INTEREST . . . . . . . . . . . . . . . . . 29

ARTICLE III

REDEMPTION

SECTION 3.1 RIGHT TO REDEEM; NOTICES TO TRUSTEE. . . . . . . . . . . . 29
SECTION 3.2 SELECTION OF SECURITIES TO BE REDEEMED.. . . . . . . . . . 29
SECTION 3.3 NOTICE OF REDEMPTION.. . . . . . . . . . . . . . . . . . . 30
SECTION 3.4 EFFECT OF NOTICE OF REDEMPTION.. . . . . . . . . . . . . . 31
SECTION 3.5 DEPOSIT OF REDEMPTION PRICE. . . . . . . . . . . . . . . . 31
SECTION 3.6 SECURITIES REDEEMED IN PART. . . . . . . . . . . . . . . . 32

<PAGE>

ARTICLE IV

COVENANTS

SECTION 4.1 PAYMENT OF SECURITIES. . . . . . . . . . . . . . . . . . . 32
SECTION 4.2 SEC REPORTS. . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 4.3 COMPLIANCE CERTIFICATE.. . . . . . . . . . . . . . . . . . 33
SECTION 4.4 FURTHER INSTRUMENTS AND ACTS.. . . . . . . . . . . . . . . 33
SECTION 4.5 MAINTENANCE OF OFFICE OR AGENCY. . . . . . . . . . . . . . 33
SECTION 4.6 ADDITIONAL AMOUNTS.. . . . . . . . . . . . . . . . . . . . 34
SECTION 4.7 LIMITATION ON LIENS. . . . . . . . . . . . . . . . . . . . 35
SECTION 4.8 LIMITATION ON SALE AND LEASEBACK TRANSACTIONS. . . . . . . 36

ARTICLE V

SUCCESSOR CORPORATION

SECTION 5.1 WHEN COMPANY MAY MERGE OR TRANSFER ASSETS. . . . . . . . . 36

ARTICLE VI

DEFAULTS AND REMEDIES

SECTION 6.1 EVENTS OF DEFAULT. . . . . . . . . . . . . . . . . . . . . 37
SECTION 6.2 ACCELERATION; RESCISSION.. . . . . . . . . . . . . . . . . 39
SECTION 6.3 OTHER REMEDIES.. . . . . . . . . . . . . . . . . . . . . . 40
SECTION 6.4 WAIVER OF PAST DEFAULTS. . . . . . . . . . . . . . . . . . 40
SECTION 6.5 CONTROL BY MAJORITY. . . . . . . . . . . . . . . . . . . . 40
SECTION 6.6 LIMITATION ON SUITS. . . . . . . . . . . . . . . . . . . . 40
SECTION 6.7 RIGHTS OF HOLDERS TO RECEIVE PAYMENT.. . . . . . . . . . . 41
SECTION 6.8 COLLECTION SUIT BY TRUSTEE.. . . . . . . . . . . . . . . . 41
SECTION 6.9 TRUSTEE MAY FILE PROOFS OF CLAIM.. . . . . . . . . . . . . 41
SECTION 6.10 PRIORITIES. . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 6.11 UNDERTAKING FOR COSTS.. . . . . . . . . . . . . . . . . . 43
SECTION 6.12 WAIVER OF STAY, EXTENSION OR USURY LAWS . . . . . . . . . 43

ARTICLE VII

TRUSTEE

SECTION 7.1 DUTIES OF TRUSTEE. . . . . . . . . . . . . . . . . . . . . 43
SECTION 7.2 RIGHTS OF TRUSTEE. . . . . . . . . . . . . . . . . . . . . 44
SECTION 7.3 INDIVIDUAL RIGHTS OF TRUSTEE, ETC. . . . . . . . . . . . . 46

<PAGE>

SECTION 7.4 TRUSTEE'S DISCLAIMER.. . . . . . . . . . . . . . . . . . . 46
SECTION 7.5 NOTICE OF DEFAULTS.. . . . . . . . . . . . . . . . . . . . 46
SECTION 7.6 REPORTS BY TRUSTEE TO HOLDERS. . . . . . . . . . . . . . . 46
SECTION 7.7 COMPENSATION AND INDEMNITY.. . . . . . . . . . . . . . . . 46
SECTION 7.8 REPLACEMENT OF TRUSTEE.. . . . . . . . . . . . . . . . . . 47
SECTION 7.9 SUCCESSOR TRUSTEE BY MERGER. . . . . . . . . . . . . . . . 49
SECTION 7.10 ELIGIBILITY; DISQUALIFICATION.. . . . . . . . . . . . . . 49
SECTION 7.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.. . . . 49

ARTICLE VIII

SATISFACTION AND DISCHARGE

SECTION 8.1 DISCHARGE OF LIABILITY ON SECURITIES.. . . . . . . . . . . 50
SECTION 8.2 REPAYMENT TO THE COMPANY.. . . . . . . . . . . . . . . . . 50
SECTION 8.3 OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE . . . . 50
SECTION 8.4 DEFEASANCE AND DISCHARGE. . . . . . . . . . . . . . . . . . 51
SECTION 8.5 COVENANT DEFEASANCE . . . . . . . . . . . . . . . . . . . . 51
SECTION 8.6 CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE . . . . . . 52

ARTICLE IX

SUPPLEMENTAL INDENTURES

SECTION 9.1 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.. . . . 52
SECTION 9.2 SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. . . . . . 53
SECTION 9.3 COMPLIANCE WITH TRUST INDENTURE ACT. . . . . . . . . . . . 54
SECTION 9.4 REVOCATION AND EFFECT OF CONSENTS, WAIVERS AND ACTIONS.. . 55
SECTION 9.5 NOTATION ON OR EXCHANGE OF SECURITIES. . . . . . . . . . . 55
SECTION 9.6 TRUSTEE TO SIGN SUPPLEMENTAL INDENTURES. . . . . . . . . . 55
SECTION 9.7 EFFECT OF SUPPLEMENTAL INDENTURES. . . . . . . . . . . . . 55

ARTICLE X

SINKING FUNDS

SECTION 10.1 APPLICABILITY OF ARTICLE. . . . . . . . . . . . . . . . . 56
SECTION 10.2 SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.. . 56
SECTION 10.3 REDEMPTION OF SECURITIES FOR SINKING FUND.. . . . . . . . 56

iii

<PAGE>

ARTICLE XI

ACTIONS OF HOLDERS OF SECURITIES

SECTION 11.1 PURPOSES FOR WHICH MEETINGS MAY BE CALLED.. . . . . . . . 57
SECTION 11.2 CALL, NOTICE AND PLACE OF MEETINGS. . . . . . . . . . . . 57
SECTION 11.3 PERSONS ENTITLED TO VOTE AT MEETINGS. . . . . . . . . . . 57
SECTION 11.4 QUORUM; ACTION. . . . . . . . . . . . . . . . . . . . . . 58
SECTION 11.5 DETERMINATION OF VOTING RIGHTS; CONDUCT AND
ADJOURNMENT OF MEETINGS . . . . . . . . . . . . . . . . . 58
SECTION 11.6 COUNTING VOTES AND RECORDING ACTION OF MEETINGS.. . . . . 59
SECTION 11.7 ACTIONS OF HOLDERS GENERALLY. . . . . . . . . . . . . . . 60

ARTICLE XII

MISCELLANEOUS

SECTION 12.1 TRUST INDENTURE ACT CONTROLS. . . . . . . . . . . . . . . 61
SECTION 12.2 NOTICES.. . . . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 12.3 COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.. . . . . . . 63
SECTION 12.4 (Intentionally Omitted).. . . . . . . . . . . . . . . . . 63
SECTION 12.5 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.. . . . . . 63
SECTION 12.6 SEPARABILITY CLAUSE.. . . . . . . . . . . . . . . . . . . 64
SECTION 12.7 RULES BY TRUSTEE, PAYING AGENT AND REGISTRAR. . . . . . . 64
SECTION 12.8 LEGAL HOLIDAYS. . . . . . . . . . . . . . . . . . . . . . 64
SECTION 12.9 GOVERNING LAW AND JURISDICTION. . . . . . . . . . . . . . 64
SECTION 12.10 NO RECOURSE AGAINST OTHERS.. . . . . . . . . . . . . . . 65
SECTION 12.11 SUCCESSORS.. . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 12.12 EFFECT OF HEADINGS AND TABLE OF CONTENTS.. . . . . . . . 65
SECTION 12.13 BENEFITS OF INDENTURE. . . . . . . . . . . . . . . . . . 65
SECTION 12.14 MULTIPLE ORIGINALS.. . . . . . . . . . . . . . . . . . . 65

EXHIBIT A

CERTIFICATE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67

iv
<PAGE>

INDENTURE, dated as of , 1998, by and between Tricon Global
Restaurants, Inc., a North Carolina corporation ("COMPANY"), and The First
National Bank of Chicago, as trustee ("TRUSTEE").

RECITALS OF THE COMPANY

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

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

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1 DEFINITIONS.

"AFFILIATE" of any specified person means any other person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified person. For the purposes of this definition,
"CONTROL" when used with respect to any specified person means the power to
direct or cause the direction of 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.

"AUTHORIZED NEWSPAPER" means a newspaper, in the English language or, at
the option of the Company, in an official language of the country of
publication, customarily published on each Business Day (with respect to Bearer
Securities, set forth in the Officers' Certificate with respect to a series of
Bearer Securities), 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. Where successive publications
are required to be made in Authorized Newspapers, the successive publications
may be made in the same or in different Authorized Newspapers meeting the
foregoing requirements and in each case on any Business Day.

"BEARER SECURITY" means any Security in the form (to the extent applicable
thereto) established pursuant to Section 2.1 which is payable to the bearer.

<PAGE>

"BOARD OF DIRECTORS" means the board of directors of the Company or any
committee of such board authorized with respect to any matter to exercise the
powers of the Board of Directors of the Company.

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

"BUSINESS DAY" means, except as otherwise specified as contemplated by
Section 2.3(a), with respect to any Place of Payment or any other particular
location referred to in this Indenture or in the Securities, each Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions in that Place of Payment or other location are authorized or
obligated by law or executive order to close.

"CAPITAL STOCK" for any corporation means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) stock issued by that corporation.

"CASH" means such coin or currency of the United States as at any time of
payment is legal tender for the payment of public and private debts.

"CEDEL S.A." means Centrale de Livraison de Valeurs Mobilieres SA.

"COMPANY" means the party named as the "COMPANY" in the first paragraph of
this Indenture until a successor replaces it pursuant to the applicable
provisions of this Indenture and, thereafter, shall mean such successor.

"COMPANY REQUEST" or "COMPANY ORDER" means a written request or order
signed in the name of the Company by its Chairman of the Board, a Vice Chairman,
its Chief Executive Officer, its President or a Vice President, and by its
Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and
delivered to the Trustee or, with respect to Sections 2.4, 2.8, 2.11 and 7.2,
any other employee of the Company named in an Officers' Certificate delivered to
the Trustee.

"CONSOLIDATED NET TANGIBLE ASSETS" means, with respect to the Company, the
total amount of assets (less applicable valuation allowances) after deducting
(a) all current liabilities (excluding the amount of liabilities which are by
their terms extendable or renewable at the option of the obligor to a date more
than 12 months after the date as of which the amount is being determined) and
(b) all goodwill, tradenames, trademarks, patents, unamortized debt discount and
expense and other like intangible assets, all as set forth on the most recent
balance sheet of the Company and its consolidated Subsidiaries and determined on
a consolidated basis in accordance with generally accepted accounting
principles.

<PAGE>

"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" means, with respect to the Securities of any series issuable
or issued in whole or in part in global form, the person specified as
contemplated by Section 2.3(a) as the Depositary with respect to such series of
Securities, until a successor shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "DEPOSITARY" shall mean or include
such successor.

"DISCOUNT SECURITY" means any Security which provides for an amount less
than the Principal Amount thereof to be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 6.2.

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

"EURO-CLEAR" means the operator of the Euro-clear System.

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

"HOLDER" or "SECURITYHOLDER," when used with respect to any Security,
means, in the case of a Registered Security, a person in whose name a Security
is registered on the

<PAGE>

Registrar's books and, in the case of a Bearer Security,
the bearer thereof and, when used with respect to any coupon, means the bearer
thereof.

"INDENTURE" means this Indenture, as amended or supplemented from time to
time in accordance with the terms hereof and shall include the terms of a
particular series of Securities established as contemplated in Section 2.3(a).

"INTEREST," when used with respect to a 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.

"LIEN" means any mortgage, pledge, lien, encumbrance, charge or security
interest.

"MATURITY," when used with respect to any Security, means the date on which
the Principal of such Security or an installment of Principal or, in the case of
a Discount Security, the Principal Amount payable upon a declaration of
acceleration pursuant to Section 6.2, 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, any Vice Chairman, the Chief
Executive Officer, the President, any Vice President, the Treasurer, the
Secretary, any Assistant Treasurer or any Assistant Secretary of the Company.

"OFFICERS' CERTIFICATE" means a written certificate containing the
information specified in Sections 12.4 and 12.5, signed in the name of the
Company by its Chairman of the Board, a Vice Chairman, its Chief Executive
Officer, its President or a Vice President, and by its Treasurer, an Assistant
Treasurer, its Secretary or an Assistant Secretary, and delivered to the
Trustee.

"OPINION OF COUNSEL" means a written opinion containing the information
specified in Sections 12.4 and 12.5, from legal counsel who is acceptable to the
Trustee. The counsel may be an employee of, or counsel to, the Company or the
Trustee.

"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, if any, thereon, the Stated Maturity or
Maturities thereof, the original issue date or dates thereof, the redemption
provisions, if any, and any other terms specified as contemplated by Section
2.3(a) with respect thereto, are to be determined by the Company, or one or more
of the Company's agents designated in an Officers' Certificate, upon the
issuance of such Securities.

<PAGE>

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

"PLACE OF PAYMENT," when used with respect to the Securities of any series,
means the place or places where, subject to the provisions of Section 4.5, the
Principal of and any interest on the Securities of that series are payable as
specified as contemplated by Section 2.3(a).

"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 2.9 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security or a Security to which a
mutilated, destroyed, lost or stolen coupon appertains shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security or
the Security to which the mutilated, destroyed, lost or stolen coupon
appertains, as the case may be.

"PRINCIPAL" or "PRINCIPAL AMOUNT" of a Security, except as otherwise
specifically provided in this Indenture, means the outstanding principal of the
Security plus the premium, if any, of the Security.

"REDEMPTION DATE" or "REDEMPTION DATE," when used with respect to any
Security to be redeemed, shall mean the date specified for redemption of such
Security in accordance with the terms of such Security and this Indenture.

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

"REGISTERED SECURITY" means any Security in the form (to the extent
applicable thereto) established pursuant to Section 2.1 which is registered on
the books of the Registrar.

"REGULAR RECORD DATE" for the interest payable on any Interest Payment Date
on the Registered Securities of any series means the date specified for that
purpose as contemplated by Section 2.3(a).

<PAGE>

"SEC" means the Securities and Exchange Commission.

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

"SECURITYHOLDER" or "HOLDER," when used with respect to any Security, means
in the case of a Registered Security, a person in whose name a Security is
registered on the Registrar's books and in the case of a Bearer Security the
bearer thereof and, when used with respect to any coupon, means the bearer
thereof.

"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 2.13.

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

"SUBSIDIARY" means, with respect to any person, a corporation of which a
majority of the Capital Stock having voting power under ordinary circumstances
to elect a majority of the board of directors of such corporation is owned by
(i) such person, (ii) such person and one or more Subsidiaries or (iii) one or
more Subsidiaries of such person.

"TIA" means the Trust Indenture Act of 1939 as in effect on the date of
this Indenture, except as provided in Section 9.3.

"TRUST OFFICER" means, when used with respect to the Trustee, any Senior
Trust Officer, any Vice President, any Trust Officer, any Assistant Vice
President or any other officer or assistant officer of the Trustee customarily
performing functions similar to those performed by the persons who at the time
shall be such officers respectively, or to whom any

<PAGE>

corporate trust matter is referred because of his or her knowledge of and
familiarity with the particular subject.

"TRUSTEE" means the party named as the "TRUSTEE" in the first paragraph of
this Indenture until a successor replaces it pursuant to the applicable
provisions of this Indenture and, thereafter, shall mean such successor.

"UNITED STATES" means the United States of America, its territories, its
possessions (including the Commonwealth of Puerto Rico), and other areas subject
to its jurisdiction.

"UNITED STATES ALIEN" means any person who, for United States Federal
income tax purposes, is a foreign corporation, a non-resident alien individual,
a non-resident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States Federal
income tax purposes, a foreign corporation, a non-resident alien individual or a
non-resident alien fiduciary of a foreign estate or trust.

"VALUE" means, with respect to a Sale and Leaseback Transaction, an amount
equal to the present value of the lease payments (after deducting the amount of
rent to be received under noncancellable subleases) with respect to the term of
the lease remaining on the date as of which the amount is being determined,
without regard to any renewal or extension options contained in the lease,
discounted at the weighted average interest rate on the Securities of all series
(including the effective interest rate on any Original Issue Discount (as that
term is defined in the Internal Revenue Code of 1986, as amended) Securities)
which are outstanding on the effective date of such Sale and Leaseback
Transaction and which have the benefit of the covenant limiting Sale and
Leaseback Transactions. "Lease payments" shall be the aggregate amount of the
rent payable by the lessee with respect to the applicable period, after
excluding amounts required to be paid on account of maintenance and repairs,
insurance, taxes, water rates and similar charges. If and to the extent the
amount of any lease payment during any future period is not definitely
determinable under the lease in question, the amount of such lease payment shall
be estimated in such reasonable manner as the Board of Directors of the Company
may in good faith determine.

SECTION 1.2 OTHER DEFINITIONS.

<TABLE>

Defined in
Term Section
---- -------
<S> <C> <C>

"BANKRUPTCY LAW" 6.1
"COMMON DEPOSITARY" 2.2
"CUSTODIAN" 6.1
"DEFAULTED INTEREST" 2.13
"EVENT OF DEFAULT" 6.1
"EXCHANGE DATE" 2.2

</TABLE>
7

<PAGE>

"LEGAL HOLIDAY" 12.8
"NOTICE OF DEFAULT" 6.1
"OUTSTANDING" 2.10
"PAYING AGENT" 2.5
"PERMANENT GLOBAL BEARER SECURITY" 2.2
"REGISTRAR" 2.5
"TEMPORARY GLOBAL BEARER SECURITY" 2.2

SECTION 1.3 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT. Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture. The following TIA terms used
in this Indenture have the following meanings:

"COMMISSION" means the SEC.

"INDENTURE SECURITIES" means the Securities.

"INDENTURE SECURITY HOLDER" means a Holder or Securityholder.

"INDENTURE TO BE QUALIFIED" means this Indenture.

"INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the Trustee.

"OBLIGOR" on the indenture securities means the Company.

All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule have the
meanings assigned to them by such definitions.

SECTION 1.4 RULES OF CONSTRUCTION. Unless the context otherwise requires:

(1) a term has the meaning assigned to it;

(2) an accounting term not otherwise defined has the meaning assigned
to it in accordance with generally accepted accounting principles in the
United States as in effect from time to time;

(3) "OR" is not exclusive;

(4) "INCLUDING" means including, without limitation; and

(5) words in the singular include the plural, and words in the plural
include the singular.

8
<PAGE>

ARTICLE II

THE SECURITIES

SECTION 2.1 FORMS GENERALLY. The Registered Securities, if any, of each
series and the Bearer Securities, if any, of each series and related coupons
shall be in substantially such form (including global form) as shall be
established by delivery to the Trustee of an Officers' Certificate 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
or coupons as evidenced by their execution of the Securities or coupons. The
Officers' Certificate so establishing the form of Security or coupons, if any,
of any series shall be delivered to the Trustee at or prior to the delivery of
the Company Order contemplated by Section 2.4 for the authentication and
delivery of such Securities or coupons.

Unless otherwise specified as contemplated by Section 2.3(a), Bearer
Securities shall have interest coupons attached.

The permanent Securities and coupons, if any, shall be printed,
lithographed, engraved or word processed or produced by any combination of these
methods or may be produced in any other manner, PROVIDED, that such method is
permitted by the rules of any securities exchange on which such Securities may
be listed, all as determined by the Officers executing such Securities as
evidenced by their execution of such Securities.

SECTION 2.2 SECURITIES IN GLOBAL FORM. If Securities of a series are
issuable in temporary or permanent global form, as specified as contemplated by
Section 2.3(a), then, notwithstanding clause (8) of Section 2.3(a) and the
provisions of Section 2.3(b), 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 or otherwise notated on the books and records
of the Registrar 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 of any increase
or decrease in the amount of Outstanding Securities represented thereby shall be
made by the Trustee in such manner and upon instructions given by such person or
persons as shall be specified therein or in the Company Order to be delivered to
the Trustee pursuant to Section 2.4 or 2.11. Subject to the provisions of
Section 2.4 and, if applicable, Section 2.11, 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.
If a Company Order pursuant to Section 2.4 or 2.11 has been, or simultaneously
is, delivered, any instructions by the Company with respect to endorsement or
other notation on the books and records of the Registrar or delivery or
redelivery

<PAGE>

of a Security of such series in global form shall be in writing but
need not comply with Section 12.4 or 12.5 and need not be accompanied by an
Opinion of Counsel (except as required by Section 2.4).

The provisions of the last sentence of Section 2.4 shall apply to any
Security represented by a Security in global form if such Security was never
issued and sold by the Company, and the Company delivers to the Trustee the
Security in global form together with written instructions (which need not
comply with Section 12.4 or 12.5 and need not be accompanied by an Opinion of
Counsel) with regard to the reduction in the Principal Amount of Securities
represented thereby, together with the written statement contemplated by the
last sentence of Section 2.4.

Notwithstanding the provisions of Sections 2.1 and 2.13, unless otherwise
specified as contemplated by Section 2.3(a), payment of Principal of and any
interest on any Security in global form shall be made to the person or persons
specified therein.

Any series of Bearer Securities shall be issued initially in the form of
one temporary global Bearer Security (the "Temporary Global Bearer Security"),
which Temporary Global Bearer Security shall be deposited on behalf of the
beneficial owners of the Bearer Securities represented thereby with The First
National Bank of Chicago, London Branch, as common depositary (the "Common
Depositary"), for credit to their respective accounts (or to such other accounts
as they may direct) at Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euro-clear or Cedel S.A.

On or before the date 40 days after the later of the announcement of the
offering of such Bearer Securities and the date of settlement (the "Exchange
Date"), the Company shall deliver to a Paying Agent located outside the
United States, or its designated agent, Bearer Securities executed by the
Company. On or after the Exchange Date, the Temporary Global Bearer Security
shall be surrendered by the Common Depositary to the Trustee or its agent, as
the Company's agent for such purpose, to be exchanged, in whole or from time
to time in part, at the sole discretion of the Company for (i) Bearer
Securities or (ii) a permanent global Bearer Security (the "Permanent Global
Bearer Security") without charge to Holders, and the principal Paying Agent
or other Paying Agent outside the United States shall authenticate and
deliver (at an office or agency outside the United States), in exchange for
the Temporary Global Bearer Security or the portions thereof to be exchanged,
an equal aggregate principal amount of Bearer Securities or the Permanent
Global Bearer Security, as shall be specified by the beneficial owners
thereof; PROVIDED, HOWEVER, that upon such presentation by the Common
Depositary, the Temporary Global Bearer Security is accompanied by a
certificate dated the Exchange Date or a subsequent date and signed by
Euro-clear as to the portion of the Temporary Global Bearer Security held for
its account then to be exchanged and a certificate dated the Exchange Date or
a subsequent date and signed by Cedel S.A. as to the portion of the Temporary
Global Bearer Security held for its account then to be exchanged, each to the
effect hereinafter provided. The Company and the Trustee agree that they will
cooperate in causing the paying agent located outside the United States to
retain each certificate provided by Euro-clear or Cedel S.A. for a period of
four calendar years following the year in which the

<PAGE>

certificate is received and not to destroy or otherwise dispose of any such
certificate without first offering to deliver it to the Company.

Each certificate to be provided by Euro-clear and Cedel S.A. shall be
substantially in the form attached hereto as Exhibit A or with such changes
therein as shall be approved by the Company and be satisfactory to the Trustee.

Each certificate received by Euro-clear and Cedel S.A. from persons
appearing in their records as persons entitled to a portion of the Temporary
Global Bearer Security shall be substantially to the effect set forth in this
Indenture.

Upon any such exchange of a portion of the Temporary Global Bearer Security
for Bearer Securities or the Permanent Global Bearer Security, the Temporary
Global Bearer Security shall be endorsed to reflect the reduction of the
principal amount evidenced thereby. Until so exchanged in full, the Temporary
Global Bearer Security shall in all respects be entitled to the same benefits
under, and subject to the same terms and conditions of, this Indenture as Bearer
Securities authenticated and delivered hereunder, except that none of
Euro-clear, Cedel S.A. or the beneficial owners of the Temporary Global Bearer
Security shall be entitled to receive payment of interest or other payments
thereon or to convert the Temporary Global Bearer Security, or any portion
thereof, into Common Stock of the Company or any other security, cash or other
property.

SECTION 2.3 TITLE, TERMS AND DENOMINATIONS.

(a) The aggregate Principal Amount of Securities which may be
authenticated and delivered under this Indenture shall be unlimited.

The Securities may be issued in one or more series. There shall be
established and, subject to Section 2.4, set forth, or determined in the manner
provided, in an Officers' Certificate of the Company or established in one or
more indentures supplemental hereto:

(1) the title of the Securities of the series (which 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
(except for Securities authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Sections 2.8, 2.9, 2.11, 3.6, 9.5 or 10.3 and except for
any Securities which, pursuant to Section 2.4, are deemed never to have
been authenticated and delivered hereunder);

(3) whether Securities of the series are to be issuable as Registered
Securities, Bearer Securities or both, and whether any Securities of the
series may be represented initially by a Security in temporary or permanent
global form and, if so, the initial

<PAGE>

Depositary with respect to any such temporary or permanent global Security,
and if other than as provided in Section 2.8 or 2.11, as applicable,
whether and the circumstances under which beneficial owners of interests
in any such temporary or permanent global Security may exchange such
interests for Securities of such series and of like tenor of any
authorized form and denomination and the Authorized Newspapers for
publication of notices to holders of Bearer Securities;

(4) the date or dates on which the Principal of the Securities of the
series is payable or the method of determination thereof;

(5) the place or places where, subject to the provisions of Section
4.5, and the manner in which the Principal of and interest, if any, on
Securities of the series shall be payable and the place or places where the
Securities may be presented for transfer and, if applicable, conversion or
exchange and notices and demands to or upon the Company in respect of the
Securities of the series and this Indenture may be served;

(6) the rate or rates at which the Securities of the series shall
bear interest, or the method of calculating such rate or rates, if any, and
the date or dates from which any such interest shall accrue;

(7) the Interest Payment Dates on which any such interest shall be
payable and the Regular Record Date for any interest payable on any
Registered Securities on any Interest Payment Date;

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

(9) whether the Securities are convertible or exchangeable into other
securities and, if so, the terms and conditions upon which such conversion
or exchange will be effected including the initial conversion or exchange
price or rate and any adjustments thereto, the conversion or exchange
period and other conversion or exchange provisions;

(10) the currency or currencies, including composite currencies, in
which payment of the Principal of and interest, if any, on the Securities
of the series shall be payable if other than the currency of the United
States, and if so, whether the Securities of the Series may be satisfied
and discharged other than as provided in Article VIII;

(11) any terms applicable to Original Issue Discount, if any (as
that term is defined in the Internal Revenue Code of 1986, as amended, and
the Regulations

<PAGE>

thereunder), including the issue price thereof and the rate
or rates at which such Original Issue Discount, if any, shall accrue;

(12) if the amount of payments of Principal of and interest, if any,
on the Securities of the series is to be determined with reference to an
index, formula or other method, or based on a coin or currency other than
that in which the Securities are stated to be payable, the manner in which
such amounts shall be determined and the calculation agent, if any, with
respect thereto;

(13) if other than the Principal Amount thereof, the portion of the
Principal Amount of any Securities of the series which shall be payable
upon declaration of acceleration of the Maturity thereof pursuant to
Section 6.2;

(14) any deletions from, modifications of or additions to the Events
of Default or covenants of the Company specified in this Indenture with
respect to such Securities of the series;

(15) the person to whom any interest on any Registered Security of
the series shall be payable, if other than the person in whose name that
Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest, the manner in
which, and the person to whom, any interest on any Bearer Security of the
series shall be payable, if otherwise than upon presentation and surrender
of the coupons appertaining thereto as they severally mature, and the
extent to which, or the manner in which (including any certification
requirement and other terms and conditions under which), any interest
payable on a temporary or permanent global Security on an Interest Payment
Date will be paid if other than in the manner provided in Section 2.2 and
Section 2.4, as applicable;

(16) the period or periods within which, the price or prices at which
and the terms and conditions upon which, Securities of the series may be
redeemed, in whole or in part, at the option of the Company;

(17) the denominations in which any Registered Securities of the
series shall be issuable, if other than denominations of $1,000 and any
integral multiple thereof, and the denomination or denominations in which
any Bearer Securities of the series shall be issuable, if other than
denominations of $5,000 and $100,000;

(18) if the Company will pay additional amounts on any of the
Securities and coupons, if any, of the series to any Holder who is a United
States Alien (including any modification in the definition of such term),
in respect of any tax, assessment or governmental charge withheld or
deducted, under what circumstances and with what procedures and
documentation the Company will pay such additional amounts, whether such
additional amounts will be treated as interest or Principal pursuant to
this Indenture,

<PAGE>

and whether the Company will have the option to redeem such
Securities rather than pay additional amounts (and the terms of any such
option);

(19) if other than as defined in Section 1.1, the meaning of
"BUSINESS DAY" when used with respect to any Securities of the series;

(20) if the Securities of the series may be issued or delivered
(whether upon original issuance or upon exchange of a temporary Security of
such series or otherwise), or any installment of Principal of or any
interest is payable, only upon receipt of certain certificates or other
documents or satisfaction of other conditions in addition to those
specified in this Indenture, the form and terms of such certificates,
documents or conditions; and

(21) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture, except as permitted by
Section 9.1(7)).

All Securities of any one series and the coupons appertaining to any Bearer
Securities of such series shall be substantially identical except as to
denomination and the rate or rates of interest, if any, and Stated Maturity, the
date from which interest, if any, shall accrue and except as may otherwise be
provided in or pursuant to an Officers' Certificate pursuant to this Section
2.3(a) or in any 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 for issuances of additional Securities of such series or
for the establishment of additional terms with respect to the Securities of such
series.

If any of the terms of the series are established by action taken pursuant
to a Board Resolution, a copy of any appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series. With respect to Securities
of a series subject to a Periodic Offering, such Board Resolution or Officers'
Certificate 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 the Company's agents designated in an Officers'
Certificate, in accordance with the Company Order as contemplated by the first
proviso of the third paragraph of Section 2.4.

(b) Unless otherwise provided as contemplated by Section 2.3(a) with
respect to any series of Securities, 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 and
$100,000.

SECTION 2.4 EXECUTION, AUTHENTICATION, DELIVERY AND DATING. The
Securities shall be executed on behalf of the Company by its Chairman of the
Board, one of its Vice Chairmen, its

<PAGE>

President or one of its Vice Presidents, or the Treasurer or any Assistant
Treasurer, under its corporate seal reproduced thereon attested by its
Secretary or one of its Assistant Secretaries. The signature of any of
these officers on the Securities may be manual or facsimile. Coupons
shall bear the facsimile signature of the Treasurer or any Assistant
Treasurer of the Company.

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

At any time and from time to time after the execution and delivery of this
Indenture (and subject to delivery of the Board Resolution or Officers'
Certificate or supplemental indenture as set forth in Section 2.3 with respect
to the initial issuance of Securities of any series), the Company may deliver
Securities of any series together with any coupons appertaining thereto,
executed by the Company to the Trustee or its authenticating agent with respect
to Bearer Securities for authentication, together with a Company Order for the
authentication and delivery of such Securities; and the Trustee or its
authenticating agent with respect to Bearer Securities in accordance with such
Company Order shall authenticate and deliver such Securities; PROVIDED, HOWEVER,
that, with respect to Securities of a series subject to a Periodic Offering, (a)
such Company Order may be delivered by the Company to the Trustee prior to the
delivery to the Trustee or its authenticating agent with respect to Bearer
Securities of such Securities for authentication and delivery, (b) the Trustee
shall authenticate and deliver Securities of such series for original issue from
time to time, in an aggregate Principal Amount not exceeding the aggregate
Principal Amount established for such series, pursuant to a Company Order or
pursuant to such procedures acceptable to the Trustee as may be specified from
time to time by a Company Order, (c) the rate or rates of interest, if any, the
Stated Maturity or Maturities, the original issue date or dates, the redemption
provisions, if any, and any other terms of Securities of such series shall be
determined by a Company Order or pursuant to such procedures and (d) if provided
for in such procedures, such Company Order may authorize authentication and
delivery pursuant to electronic instructions from the Company, or the Company's
duly authorized agent or agents designated in an Officers' Certificate, which
instructions shall be promptly confirmed in writing; and PROVIDED, FURTHER,
that, no Bearer Security or coupon shall be mailed or otherwise delivered to any
person who is not a United States Alien or to any location in the United States.
Except as permitted by Section 2.9, the authenticating agent shall not
authenticate and deliver any Bearer Security unless all appurtenant coupons for
interest then matured have been detached and cancelled.

If the forms or terms of the Securities of the series and any related
coupons have been established in or pursuant to one or more Officers'
Certificates as permitted by Sections 2.1 and 2.3(a), 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 7.1) shall be fully protected in relying upon, an Opinion of
Counsel stating:

<PAGE>

(a) that the form and terms of such Securities and any coupons have been
duly authorized by the Company and established in conformity with the provisions
of this Indenture; and

(b) that such Securities, together with any coupons appertaining thereto,
when authenticated and delivered by the Trustee or its authenticating agent 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 customary
exceptions;

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 (provided that such Opinion of Counsel covers all
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 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 Officers' Certificate or
supplemental indenture pursuant to Section 2.3(a), as the case may be) will
have been, duly authorized by the Company and 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 or in the case of Bearer
Securities and coupons, an authenticating agent located outside the United
States, 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 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 2.3(a) 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, unless it has received
written notice to the contrary, 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.

Notwithstanding the provisions of Section 2.3(a) and of the preceding three
paragraphs, if all Securities of a series are subject to a Periodic Offering, it
shall not be necessary to deliver the

<PAGE>

Officers' Certificate otherwise required pursuant to Section 2.3(a) at or
prior to the time of authentication of each Security of such series if
such Officers' Certificate is delivered at or prior to the
authentication upon original issuance of the first Security of such
series to be issued.

Each Registered Security shall be dated the date of its authentication;
and, unless otherwise specified as contemplated by Section 2.3(a), each Bearer
Security (including a Bearer Security represented by a temporary global
Security) shall be dated as of the date of original issuance of the first
Security of such series to be issued.

The Trustee (at the expense of the Company) may appoint an authenticating
agent reasonably acceptable to the Company to authenticate Securities. Unless
otherwise provided in the appointment, an authenticating agent may authenticate
Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent.

No Security or coupon shall be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose unless there appears on such Security
a certificate of authentication substantially in the form provided for herein
duly executed by the Trustee by manual signature of an authorized signatory, and
such certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder. The Trustee's certificate of authentication shall be in
substantially the following form:

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

THE FIRST NATIONAL BANK OF CHICAGO, as
Trustee

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

Notwithstanding the foregoing, if any Security shall have been duly
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 2.12 together with a written statement (which need not
comply with Section 12.4 or 12.5 and need not be accompanied by an Opinion of
Counsel) stating that such Security has never been issued and sold by the
Company, for all purposes of this Indenture such Security shall be deemed never
to have been authenticated and delivered hereunder and shall never be entitled
to the benefits of this Indenture.

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<PAGE>

SECTION 2.5 REGISTRAR AND PAYING AGENT. The Company shall maintain,
with respect to each series of Securities, an office or agency where such
Securities may be presented for registration of transfer or for exchange
("REGISTRAR") and an office or agency where such Securities may be presented
for purchase or payment ("PAYING AGENT"). The Registrar shall keep a register
of the Securities and of their transfer and exchange. The Company may have
one or more additional paying agents. The term Paying Agent includes any
additional paying agent.

The Company shall enter into an appropriate agency agreement with
respect to each series of Securities with any Registrar or Paying Agent (if
not the Trustee). The agreement shall implement the provisions of this
Indenture that relate to such agent. The Company shall notify the Trustee of
the name and address of any such agent. If the Company fails to maintain a
Registrar or Paying Agent for a particular series of Securities, the Trustee
shall act as such and shall be entitled to appropriate compensation therefor
pursuant to Section 7.7. The Company or any Subsidiary or an Affiliate of
either of them may act as Paying Agent or Registrar.

The Company initially appoints the Trustee as the Registrar and Paying
Agent in connection with such Securities and The First National Bank of
Chicago, London Branch, or as provided in the Officer's Certificate
establishing the Securities, as paying agent and authenticating agent for
Bearer Securities.

SECTION 2.6 PAYING AGENT TO HOLD MONEY AND SECURITIES IN TRUST. Except
as otherwise provided herein, prior to or on each due date of payments in
respect of any series of Securities, the Company shall deposit with the
Paying Agent with respect to such Securities a sum of money sufficient to
make such payments when so becoming due. The Company shall require each
Paying Agent (other than the Trustee) to agree in writing that the Paying
Agent shall hold in trust for the benefit of Holders or the Trustee all money
held by such Paying Agent for the making of payments in respect of the
Securities of such series and shall notify the Trustee in writing of any
default by the Company in making any such payment. At any time during the
continuance of any such default, a Paying Agent shall, upon the written
request of the Trustee, forthwith pay to the Trustee all money so held in
trust with respect to such Securities. If the Company, a Subsidiary or an
Affiliate of either of them acts as Paying Agent for a series of Securities,
it shall segregate the money held by it as Paying Agent with respect to such
Securities and hold it as a separate trust fund. The Company at any time may
require a Paying Agent for a series of Securities to pay all money held by it
with respect to such Securities to the Trustee and to account for any money
disbursed by it. Upon doing so, such Paying Agent shall have no further
liability for the money.

SECTION 2.7 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 each series of Securities. If the
Trustee is not the Registrar for any series of Securities, the Company shall
cause to be furnished to the Trustee at least semiannually on

18
<PAGE>

June 1 and December 1 a listing of Holders of such series of Securities dated
within 15 days of the date on which the list is furnished 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 of the names and addresses of
Securityholders of such series of Securities.

SECTION 2.8 TRANSFER AND EXCHANGE. Upon surrender for registration of
transfer of any Security at the office or agency of the Company designated
pursuant to Section 4.5 for such purpose in a Place of Payment, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Securities of any
authorized denomination or denominations of a like aggregate Principal Amount
and tenor. The Company shall not charge a service charge for any registration
of transfer or exchange, but the Company may require payment of a sum
sufficient to pay all taxes, assessments or other governmental charges that
may be imposed in connection with the transfer or exchange of the Securities
from the Securityholder requesting such transfer or exchange (other than any
exchange of a temporary Security for a definitive Security not involving any
change in ownership or any exchange pursuant to Section 2.11, 3.6, 9.5 or
10.3 not involving any transfer).

Notwithstanding any other provisions (other than the provisions set
forth in the sixth and seventh paragraphs) of this Section, 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.

At the option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series of any
authorized denomination or denominations, of a like aggregate Principal
Amount and tenor, upon surrender of the Securities to be exchanged at such
office or agency. Whenever any Securities are so surrendered for exchange,
the Company shall execute, and the Trustee shall authenticate and deliver,
the Securities which the Holder making the exchange is entitled to receive.
Bearer Securities may not be issued in exchange for Registered Securities.

At the option of the Holder, Bearer Securities of any series may be
exchanged for Registered Securities of the same series of any authorized
denomination or denominations and of a like aggregate Principal Amount and
tenor, upon surrender of the Bearer Securities to be exchanged at any office
or agency of the Company located outside the United States, 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 or Paying Agent 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, the Paying

19
<PAGE>

Agent and the Trustee if there is furnished to them such security or
indemnity as they may require to save each of them and any Paying Agent
harmless. If thereafter the Holder of such Security shall surrender to any
Paying Agent any such missing coupon in respect of which such a payment shall
have been made, such Holder shall be entitled to receive the amount of such
payment; PROVIDED, HOWEVER, that, except as otherwise provided in Section
4.5, interest represented by coupons shall be payable only upon presentation
and surrender of those coupons at an office or agency located outside the
United States. Notwithstanding the foregoing, in case a Bearer Security of
any series is surrendered at any such office or agency in exchange for a
Registered Security of the same series and like tenor after the close of
business at such office or agency on (i) any Regular Record Date and before
the opening of business at such office or agency on the relevant Interest
Payment Date, or (ii) any Special Record Date and before the opening of
business at such office or agency on the related proposed date for payment of
Defaulted Interest, such Bearer Security shall be surrendered without the
coupon relating to such Interest Payment Date or proposed date for payment,
as the case may be, and interest or Defaulted Interest, as the case may be,
will not be payable on such Interest Payment Date or proposed date for
payment, as the case may be, in respect of the Registered Security issued in
exchange for such Bearer Security, but will be payable only to the Holder of
such coupon when due in accordance with the provisions of this Indenture.

Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee or a duly appointed authenticating agent shall
authenticate and deliver, the Securities which the Holder making the exchange
is entitled to receive.

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, 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 Company receives such notice, the Company will execute, and the
Trustee, upon receipt of a Company Order for the authentication and delivery
of definitive Securities of such series, will authenticate and deliver
Securities of such series in definitive form in an aggregate Principal Amount
equal to the Principal Amount of the Security or Securities in global form
representing such series in exchange for such Security or Securities in
global form in accordance with the instructions, if any, of the Depositary.

The Company may at any time and in its sole discretion determine that
the Securities of any series issued in the form of one or more global
Securities shall no longer be represented by such global Security or
Securities. In such event the Company will execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of definitive
Securities of such series, will authenticate and deliver Securities of such
series in definitive form and in an aggregate Principal Amount equal to the
Principal Amount of the Security or Securities in global form representing
such series in exchange for such Security or Securities in global form in
accordance with the instructions, if any, of the Depositary.

20
<PAGE>

Notwithstanding the foregoing, except as otherwise specified in the
preceding two paragraphs or as contemplated by Section 2.3(a), any global
Security shall be exchangeable only as provided in this paragraph. If the
beneficial owners of interests in a global Security are entitled to exchange
such interests for definitive Securities of such series and of like Principal
Amount and tenor but of another authorized form and denomination, as
specified as contemplated by Section 2.3(a), then without unnecessary delay
but in any event not later than five business days prior to the earliest date
on which such interests may be so exchanged, the Company shall deliver to the
Trustee definitive Securities in aggregate Principal Amount equal to the
Principal Amount of such global Security, executed by the Company. On or
after the earliest date on which such interests may be so exchanged, such
global Security shall be surrendered by the Depositary with respect thereto
to the Trustee, as the Company's agent for such purpose, to be exchanged, in
whole or from time to time in part, for definitive Securities without charge
and the Trustee or, in the case of Bearer Securities, an authenticating agent
outside the United States shall authenticate and deliver, in exchange for
each portion of such global Security, an equal aggregate Principal Amount of
definitive Securities of the same series of authorized denominations and of
like tenor as the portion of such global Security to be exchanged which,
unless the Securities of the series are not issuable both as Bearer
Securities and as Registered Securities, as specified as contemplated by
Section 2.3(a), shall be in the form of Bearer Securities or Registered
Securities, or any combination thereof, as shall be specified by the
beneficial owner thereof; PROVIDED, HOWEVER, that notwithstanding the last
paragraph of this Section 2.8, no such exchanges may occur during a period
beginning at the opening of business 15 days before any selection of
Securities of that series to be redeemed and ending on the relevant
Redemption Date; and PROVIDED, FURTHER, that no Bearer Security or coupon
delivered in exchange for a portion of a global Security shall be mailed or
otherwise delivered to any person that is not a United States Alien or to any
location in the United States. If a Registered Security is issued in exchange
for any portion of a global Security after the close of business at the
office or agency where such exchange occurs on (i) any Regular Record Date
and before the opening of business at such office or agency on the relevant
Interest Payment Date, or (ii) any Special Record Date and before the opening
of business at such office or agency on the related proposed date for payment
of Defaulted Interest, interest or Defaulted Interest, as the case may be,
will not be payable on such Interest Payment Date or proposed date for
payment, as the case may be, in respect of such Registered Security, but will
be payable on such Interest Payment Date or proposed date for payment, as the
case may be, only to the Person to whom interest in respect of such portion
of such global Security is payable in accordance with the provisions of this
Indenture.

Upon the exchange of a Security in global form for Securities in
definitive form, such Security in global form shall be cancelled by the
Trustee. All cancelled Securities and coupons held by the Trustee shall be
destroyed by the Trustee and a certificate of their destruction delivered to
the Company unless the Company directs, by Company Order, that the Trustee
deliver cancelled Securities to the Company. Registered Securities issued in
exchange for a Security in global form pursuant to this Section 2.8 shall be
registered in such names and in such authorized denominations as the
Depositary for such Security in global

21
<PAGE>

form, pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee in writing. The Trustee shall deliver
such Registered Securities as instructed in writing by the Depositary.

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

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

The Company shall not be required (i) to issue, register the transfer of
or exchange Securities of any series during a period beginning at the opening
of business 15 days before any selection of Securities of that series to be
redeemed and ending (except as otherwise provided in the first proviso in the
eighth paragraph of this Section 2.8) at the close of business on (A) if
Securities of the Series are issuable only as Registered Securities, the day
of the mailing of the relevant notice of redemption and (B) if Securities of
the series are issuable as Bearer Securities, the day of the first
publication of the relevant notice of redemption or, if Securities of the
series are also issuable as Registered Securities and there is no
publication, the mailing of the relevant notice of redemption, or (ii) to
register the transfer of or exchange any Registered Security 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 2.9 REPLACEMENT SECURITIES AND COUPONS. If (a) any mutilated
Security or a Security with a mutilated coupon appertaining thereto is
surrendered to the Trustee or paying agent outside the United States, or (b)
the Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security or coupon, and there is delivered
to the Company and the Trustee such security or indemnity as may be required
by them to save each of them harmless, then, in the absence of written notice
to the Company, any such paying agent or the Trustee that such Security or
coupon has been acquired by a BONA FIDE purchaser, the Company shall execute
and upon its written request the Trustee or paying agent outside the United
States shall authenticate and deliver, in exchange for any such mutilated
Security or coupon or in lieu of any such destroyed, lost or stolen Security
or coupon, or in exchange for the Security to which a mutilated, destroyed,
lost or stolen coupon appertains (with all appurtenant coupons not mutilated,
destroyed, lost or stolen), a new Security of the same series and of like
tenor and Principal Amount, bearing a number not contemporaneously
outstanding, with coupons corresponding to the coupons, if any,

22
<PAGE>

appertaining to such destroyed, lost or stolen Security or coupon, or to the
Security to which such destroyed, lost or stolen coupon appertains.

In case any such mutilated, destroyed, lost or stolen Security or coupon
has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, pay such Security or
coupon; PROVIDED, HOWEVER, that the Principal of and any interest on Bearer
Securities shall, except as otherwise provided in Section 4.5, be payable
only at an office or agency located outside the United States and, unless
otherwise specified as contemplated by Section 2.3(a), any interest on Bearer
Securities shall be payable only upon presentation and surrender of the
coupons appertaining thereto.

Upon the issuance of any new Securities 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 or paying agent)
connected therewith.

Every new Security of any series issued pursuant to this Section in lieu
of any mutilated, destroyed, lost or stolen Security, or in exchange for a
Security to which a mutilated, destroyed, lost or stolen coupon appertains,
shall constitute an original additional contractual obligation of the
Company, whether or not the mutilated, destroyed, lost or stolen Security and
its coupons, if any, or the mutilated, destroyed, lost or stolen coupon shall
be at any time enforceable by anyone, and any such new Security and coupons,
if any, shall be entitled to all benefits of this Indenture equally and
proportionately with any and all other Securities of that issue 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 2.10 OUTSTANDING SECURITIES; DETERMINATIONS OF HOLDERS' ACTION.
Securities of any series "OUTSTANDING" at any time are, as of the date of
determination, all the Securities of such series theretofore authenticated by
the Trustee for such series except for (i) Securities cancelled by it or
those delivered to it for cancellation; (ii) Securities for whose payment or
redemption money in the necessary amount has been theretofore deposited with
the Trustee or any Paying Agent (other than the Company) in trust or set
aside and segregated in trust by the Company (if the Company shall act as its
own Paying Agent) for the Holders of such Securities; PROVIDED that, if such
Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor satisfactory to the Trustee
has been made; (iii) Securities as to which defeasance has been effected
pursuant to Section 8.4; (iv) Securities which have been paid 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

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<PAGE>

such Securities are valid obligations of the Company; and (v) those described
in this Section 2.10 as not outstanding. A Security does not cease to be
"OUTSTANDING" because the Company or an Affiliate thereof holds the Security;
PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
Principal Amount of Outstanding Securities have given or concurred in any
request, demand, authorization, direction, notice, consent or waiver
hereunder, Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or such other obligor shall be
disregarded and deemed not to be outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only Securities
which the Trustee has received written notice are so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and
that the pledgee is not the Company or any other obligor upon the Securities
or any Affiliate of the Company or of such other obligor. Subject to the
foregoing, only Securities outstanding at the time of such determination
shall be considered in any such determination (including, without limitation,
determinations pursuant to Articles 6 and 9). In addition, in determining
whether the Holders of the requisite Principal Amount of Outstanding
Securities have given or concurred in any request, demand, authorization,
direction, notice, consent or waiver hereunder, (i) the Principal Amount of a
Discount Security that shall be deemed to be Outstanding shall be the amount
of the Principal thereof that would be due and payable as of the date of such
determination upon acceleration of the Maturity thereof pursuant to Section
6.2, (ii) the Principal Amount of a Security denominated in a foreign
currency or currencies shall be the Dollar equivalent, as determined on the
date of original issuance of such Security, of the Principal Amount (or, in
the case of a Discount Security, the Dollar equivalent on the date of
original issuance of such Security of the amount determined as provided in
(i) above) of such Security.

If a Security has been paid pursuant to Section 2.9 or in exchange for
or in lieu of which another Security has been authenticated and delivered
pursuant to this Indenture, it ceases to be outstanding unless the Trustee
receives proof satisfactory to it that the replaced Security is held by a
BONA FIDE purchaser.

If the Trustee (other than the Company) holds, in accordance with this
Indenture, on a Redemption Date or on Stated Maturity, money sufficient to
pay Securities and any coupons thereto appertaining payable on that date,
then on and after that date such Securities shall cease to be outstanding and
interest, if any, on such Securities shall cease to accrue; 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.

SECTION 2.11 TEMPORARY SECURITIES. Pending the preparation of
definitive Securities of any series, the Company may execute, and upon
Company Order the Trustee shall authenticate and deliver, temporary
Securities which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination,

24
<PAGE>

substantially of the tenor of the definitive Securities in lieu of which they
are issued, in registered form or, if authorized, in bearer form with one or
more coupons or without coupons, and with such appropriate insertions,
omissions, substitutions and other variations as the Officers executing such
Securities may determine, as conclusively evidenced by their execution of
such Securities. Such temporary Securities may be in global form.

Except in the case of Securities represented by a temporary global
Security (which shall be exchanged in accordance with the provisions of the
three succeeding paragraphs), if temporary Securities for some or all of the
Securities of any series are issued, the Company will cause definitive
Securities representing such Securities to be prepared without unreasonable
delay. Subject to Section 2.2, after the preparation of such definitive
Securities, the temporary Securities shall be exchangeable for such
definitive Securities of like tenor upon surrender of the temporary
Securities at the office or agency of the Company designated for such purpose
pursuant to Section 4.5 in a Place of Payment for such series for the purpose
of exchanges of Securities of 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 and of like tenor of authorized denominations; PROVIDED, HOWEVER,
that no definitive Bearer Security or Permanent Global Bearer Security shall
be delivered in exchange for a temporary Registered Security. Until so
exchanged the temporary Securities shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities.

Unless otherwise specified as contemplated by Section 2.3(a), if Bearer
Securities of any series are represented by a Security in temporary global
form, any such temporary global Security shall be delivered to the Depositary
for the benefit of Euro-clear and Cedel S.A., for credit to the respective
accounts of the beneficial owners of such Securities (or to such other
accounts as they may direct).

Without unnecessary delay but in any event not later than the Exchange
Date, the Company shall deliver to the Trustee or paying agent outside the
United States permanent Securities of the same series which may be in
definitive or global form at the sole discretion of the Company, in aggregate
Principal Amount equal to the Principal Amount of such temporary global
Security, executed by the Company. On or after the Exchange Date, such
temporary global Security shall be surrendered by the Depositary to the
Trustee or paying agent outside the United States, as the Company's agent for
such purpose, to be exchanged, in whole or from time to time in part, for
permanent Securities of the same series which may be in definitive or global
form at the sole discretion of the Company and of like tenor without charge
and the authenticating agent shall authenticate and deliver, in exchange for
each portion of such temporary global Security, an equal aggregate Principal
Amount of definitive Securities or interests in the Permanent Global Bearer
Security of the same series of authorized denominations and of like tenor as
the portion of such temporary global Security to be exchanged. The permanent
Securities to be delivered in exchange for any such

25
<PAGE>

temporary global Security shall be in definitive bearer form or registered
form, or shall be represented by a Permanent Global Bearer Security, or any
combination thereof, as specified as contemplated by Section 2.3(a), and, if
any combination thereof is so specified, as requested by the beneficial owner
thereof, PROVIDED that no beneficial owner of a registered Temporary Global
Bearer Security who is not a United States Alien or who is located in the
United States shall be entitled to receive Bearer Securities.

Unless otherwise specified in any such Temporary Global Bearer Security,
the interest of a beneficial owner of Securities of a series represented by
such Temporary Global Bearer Security shall be exchanged for permanent
Securities of the same series which may be in definitive or global form at
the sole discretion of the Company and of like tenor following the Exchange
Date when the account holder instructs Euro-clear or Cedel S.A., as the case
may be, to request such exchange on his behalf and delivers to Euro-clear or
Cedel S.A., as the case may be, any certificate specified as contemplated by
Section 2.3(a). Unless otherwise specified in such Temporary Global Bearer
Security, any such exchange shall be made free of charge to the beneficial
owners of such Temporary Global Bearer Security, except that a person
receiving permanent Securities must bear the cost of insurance, postage,
transportation and the like in the event that such person does not take
delivery of such permanent Securities in person at the offices of Euro-clear
or Cedel S.A.

Until exchanged in full as hereinabove provided, the temporary
Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as permanent Securities of the same series and
of like tenor authenticated and delivered hereunder, except that, unless
otherwise specified as contemplated by Section 2.3(a), interest payable on a
temporary global Security representing a series of Bearer Securities on an
Interest Payment Date for Securities of such series occurring prior to the
applicable Exchange Date shall be payable to Euro-clear and Cedel S.A. on
such Interest Payment Date, upon delivery by Euro-clear and Cedel S.A. to a
paying agent outside the United States of any certificate specified as
contemplated by Section 2.3(a), for credit without further interest on or
after such Interest Payment Date to the respective accounts of the persons
who are the beneficial owners of such Temporary Global Bearer Security on
such Interest Payment Date and who have each delivered to Euro-clear or Cedel
S.A., as the case may be, any certificate specified as contemplated by
Section 2.3(a).

SECTION 2.12 CANCELLATION. All Securities or coupons surrendered for
payment, redemption, registration of transfer or exchange, or for credit
against any sinking fund payment, shall, if surrendered to any person other
than the Trustee, be delivered to the Trustee and all Registered Securities
and matured coupons so delivered shall be promptly cancelled by it. All
Bearer Securities and unmatured coupons so delivered shall be held by the
Trustee and shall be cancelled. The Company may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever (including Securities received by the Company in exchange or
payment for other Securities of the Company) and may deliver to

26
<PAGE>

the Trustee (or to any other person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the
Company has not issued and sold, and all Securities so delivered shall be
promptly cancelled by the Trustee. The Company may not reissue, or issue new
Securities to replace, Securities it has paid or delivered to the Trustee for
cancellation. No Securities shall be authenticated in lieu of or in exchange
for any Securities cancelled as provided in this Section, except as expressly
permitted in the form of Securities for any particular series or as permitted
by this Indenture. All cancelled Securities and coupons held by the Trustee
shall be destroyed by the Trustee in accordance with its customary procedures
and a certificate of their destruction delivered to the Company unless the
Company directs, by Company Order, that the Trustee deliver cancelled
Securities to the Company.

SECTION 2.13 PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED. Unless
otherwise provided as contemplated by Section 2.3(a) with respect to any
series of Securities, interest on any Registered Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date
shall be paid to the person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest. In case a Bearer Security of any series is
surrendered in exchange for a Registered Security of such series after the
close of business (at an office or agency in a Place of Payment for such
series) on any Regular Record Date and before the opening of business (at
such office or agency) on the next succeeding Interest Payment Date, such
Bearer Security shall be surrendered without the coupon relating to such
Interest Payment Date and interest will not be payable on such Interest
Payment Date in respect of the Registered Security issued in exchange for
such Bearer Security, but will be payable only to the Holder of such coupon
when due in accordance with the provisions of this Indenture.

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 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 Registered Security and the date of the proposed payment, and at
the same time the Company shall deposit with the Trustee an amount of money
equal to the aggregate amount proposed to be paid in respect of such
Defaulted Interest or shall make arrangements satisfactory to the Trustee
for such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the persons entitled to
such Defaulted Interest as in this

27
<PAGE>

Clause provided. Thereupon the Trustee shall fix a Special Record Date
for the payment of such Defaulted Interest which shall be not more than
15 days and not less than 10 days prior to the date of the proposed
payment and not less than 10 days after the receipt by the Trustee of
the notice of the proposed payment. The Trustee shall promptly notify
the Company of such Special Record Date and, in the name and at the
expense of the Company, shall cause notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor to be
mailed, first-class postage prepaid, to each Holder of Registered
Securities at his address as it appears in the Security 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 (or their respective
Predecessor Securities) are registered at the close of business on such
Special Record Date and shall no longer be payable pursuant to the
following Clause (2).

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

Subject to the foregoing provisions of this Section and Section 2.8,
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 the right to accrue, which were carried by
such other Security.

SECTION 2.14 PERSONS DEEMED OWNERS. Prior to due presentment of a
Registered Security for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the person in whose
name such Registered Security is registered as the owner of such Registered
Security for the purpose of receiving payment of Principal of and (except as
otherwise specified as contemplated by Section 2.3(a) and subject to Sections
2.8 and 2.13) 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.

Title to any Bearer Security and any coupons appertaining thereto shall
pass by delivery. The Company, the Trustee and any agent of the Company or
the Trustee may treat the bearer of any Bearer Security and the bearer of any
coupon as the absolute owner of such 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.

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<PAGE>

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

SECTION 2.15 COMPUTATION OF INTEREST. Except as otherwise specified as
contemplated by Section 2.3(a) for Securities of any series, (i) interest on
any Securities which bear interest at a fixed rate shall be computed on the
basis of a 360-day year comprised of twelve 30-day months and (ii) interest
on any Securities which 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.

ARTICLE III

REDEMPTION

SECTION 3.1 RIGHT TO REDEEM; NOTICES TO TRUSTEE. Securities of any
series which are redeemable before their Stated Maturity shall be redeemable
in accordance with their terms and (except as otherwise specified as
contemplated by Section 2.3(a) for Securities of any series) in accordance
with this Article. In the case of any redemption at the election of the
Company of less than all the Securities of any series, the Company shall,
within the time period specified below, notify the Trustee in writing of the
Redemption Date, the Principal Amount of, and, of any other information
necessary to identify the Securities of, such series to be redeemed and the
Redemption Price (including the information set forth in clauses (4), (5) and
(6) of Section 3.3). In the case of any redemption of Securities prior to the
expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture, the Company shall furnish the
Trustee with an Officers' Certificate evidencing compliance with such
restriction.

The Company shall give the notice to the Trustee provided for in this
Section 3.1 at least 60 days before the Redemption Date (unless a shorter
notice shall be satisfactory to the Trustee).

SECTION 3.2 SELECTION OF SECURITIES TO BE REDEEMED. Unless otherwise
specified as contemplated by Section 2.3(a) with respect to any series of
Securities, if less than all the Securities of any series with the same issue
date, interest rate and Stated Maturity are to be redeemed, the Trustee shall
select the particular Securities to be redeemed by such method the Trustee
considers fair and appropriate, which method may provide for the selection
for redemption of portions (equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof) of the Principal
Amount of Registered Securities of such series of a denomination larger than
the minimum authorized denomination for Securities of that series. The
unredeemed portion of the Principal of any Security shall be in an authorized
denomination (which shall not be less than the minimum authorized
denomination)

<PAGE>

for such Security. The Trustee shall make the selection not more than 60 days
before the Redemption Date from Outstanding Securities of such series not
previously called for redemption. Provisions of this Indenture that apply to
Securities called for redemption also apply to portions of Securities called
for redemption. The Trustee shall notify the Company promptly in writing of
the Securities to be redeemed and, in the case of any portions of Securities
to be redeemed, the principal amount thereof to be redeemed.

SECTION 3.3 Notice of Redemption. Unless otherwise specified as
contemplated by Section 2.3(a) with respect to any series of Securities, at
least 30 days but not more than 60 days before a Redemption Date, the Company
shall mail a notice of redemption by first-class mail, postage prepaid, to
each Holder of Securities to be redeemed.

The notice shall identify the Securities (including CUSIP/ISIN numbers)
to be redeemed and shall state:

(1) the Redemption Date;

(2) the Redemption Price;

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

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

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

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

A notice of redemption with respect to Bearer Securities published as
contemplated by Section 12.2 need not identify particular Registered
Securities to be redeemed.

At the Company's written request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense; PROVIDED,
HOWEVER, that, in all cases, the text of such Company notice shall be
prepared by the Company.

<PAGE>

SECTION 3.4 EFFECT OF NOTICE OF REDEMPTION. Once notice of redemption
is given, Securities called for redemption become due and payable on the
Redemption Date and at the Redemption Price stated in the notice, 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 such interest appertaining to any Bearer
Securities so to be redeemed, except to the extent provided below, shall be
void. Upon surrender of any such Security for redemption in accordance with
said notice, together with all coupons, if any, appertaining thereto maturing
after the Redemption Date, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest 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 (except as otherwise
provided in Section 4.5) and, unless otherwise specified as contemplated by
Section 2.3(a), only upon presentation and surrender of coupons for such
interest; and PROVIDED, FURTHER, that, unless otherwise specified as
contemplated by Section 2.3(a), installments of interest on Registered
Securities whose Stated Maturity is on or prior to the Redemption Date shall
be payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant
Regular Record Dates according to their terms and the provisions of Sections
2.8 and 2.13.

If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant coupons maturing after the Redemption Date,
such Security may be paid after deducting from the Redemption Price an amount
equal to the face amount of all such missing coupons, or the surrender of
such missing coupon or coupons may be waived by the Company and a paying
agent located outside the United States if there be furnished to the Company,
the Trustee and such paying agent 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 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 the United States (except
as otherwise provided in Section 4.5) and, unless otherwise specified as
contemplated by Section 2.3(a), 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 shall, until paid, bear
interest from the Redemption Date at the rate prescribed therefor in the
Security.

SECTION 3.5 DEPOSIT OF REDEMPTION PRICE. On or prior to 10:00 a.m. New
York City time on the Redemption Date, the Company shall deposit with the
Paying Agent (or if the Company or a Subsidiary or an Affiliate of either of
them is the Paying Agent, shall segregate and hold in trust) money sufficient
to pay the Redemption Price of and (except if the Redemption Date shall be an
Interest Payment Date) accrued interest on, all Securities to be redeemed on
that date other than Securities or portions of Securities called for
redemption

<PAGE>

which prior thereto have been delivered by the Company to the Trustee for
cancellation. If such money is then held by the Company in trust and is not
required for such purpose, it shall be discharged from such trust.

SECTION 3.6 SECURITIES REDEEMED IN PART. Any Registered Security which
is to be redeemed only in part shall be surrendered at a Place of Payment
therefor (with due endorsement by, or a written instrument of transfer in
form satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or his attorney duly authorized in writing), and upon such surrender,
the Company shall execute and the Trustee shall authenticate and deliver to
the Holder of such Security a new Registered Security or Securities of the
same series and of like tenor, in an authorized denomination as requested by
such Holder, equal in aggregate Principal Amount to and in exchange for the
unredeemed portion of the Principal of the Security surrendered.

ARTICLE IV

COVENANTS

SECTION 4.1 PAYMENT OF SECURITIES. The Company shall promptly make all
payments in respect of each series of Securities on the dates and in the
manner provided in the Securities and any coupons appertaining thereto and,
to the extent not otherwise so provided, pursuant to this Indenture. An
installment of Principal of or interest on the Securities shall be considered
paid on the date it is due if the Trustee or a Paying Agent (other than the
Company or an Affiliate of the Company) holds on that date funds (in the
currency or currencies of payment with respect to such Securities) designated
for and sufficient to pay such installment. Unless otherwise specified as
contemplated by Section 2.3(a) with respect to any series of Securities, 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. At the
Company's option, payments of Principal or interest may be made by check or
by transfer to an account maintained by the payee (provided, in the case of
Registered Securities, the Trustee has received written payment instructions
at least fifteen days prior to any payment date) subject, in the case of
Bearer Securities, to the provisions of Section 4.5.

SECTION 4.2 SEC REPORTS. The Company shall file with the Trustee,
within 15 days after it files such annual and quarterly reports, information,
documents and other reports with the SEC, copies of its annual report and of
the information, documents and other reports (or copies of such portions of
any of the foregoing as the SEC may by rules and regulations prescribe) which
the Company is required to file with the SEC pursuant to Section 13 or 15(d)
of the Exchange Act. The Company also shall comply with the other provisions
of TIA Section 314(a).

<PAGE>

SECTION 4.3 COMPLIANCE CERTIFICATE. The Company shall deliver to the
Trustee within 120 days after the end of each fiscal year (beginning with the
fiscal year ending on December 26, 1998) an Officers' Certificate stating
whether or not the signers know of any Default that occurred during such
period. If they do, such Officers' Certificate shall describe the Default and
its status.

SECTION 4.4 FURTHER INSTRUMENTS AND ACTS. Upon request of the Trustee
and subject to the Company's consent, which shall not be unreasonably
withheld, the Company will execute and deliver such further instruments and
do such further acts as may be reasonably necessary or proper to carry out
more effectively the purposes of this Indenture.

SECTION 4.5 MAINTENANCE OF OFFICE OR AGENCY. If Securities of a series
are issuable only as Registered Securities, the Company will maintain in each
Place of Payment for such series 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 (A) in the Borough
of Manhattan, The City of New York, an office or agency where any Registered
Securities of that series may be presented or surrendered for payment, where
any Registered Securities of that series may be surrendered for registration
of transfer, where Securities of that series may be surrendered for exchange,
purchase or redemption and where notices and demands to or upon the Company
in respect of the Securities of that series and this Indenture may be served
and where Bearer Securities of that series and related coupons may be
presented or surrendered for payment in the circumstances described in the
following paragraph (and not otherwise), (B) subject to any laws or
regulations applicable thereto, in a Place of Payment for that series which
is located outside the United States, an office or agency where Securities of
that series and related coupons may be presented and surrendered for payment
(including payment of any additional amounts payable on Securities of that
series pursuant to Section 4.6), and (C) subject to any laws or regulations
applicable thereto, in a Place of Payment for that series located outside the
United States, an office or agency where any Registered Securities of that
series may be surrendered for registration of transfer, where Securities of
that series may be surrendered for exchange 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 office of the Trustee at The First National Bank
of Chicago, London Branch, 27 Leadenhall Street, London, England EC3A 1AA,
Attention: Corporate Trust Administration, shall be such office or agency for
all of the aforesaid purposes (except that with respect to the presentation
of Registered Securities for payment or for registration of transfer or
exchange such office shall be the office of the Trustee at One First National
Plaza, Suite 0126, Chicago, IL 60670-0126, Attention: Corporate Trust
Services Division) unless the Company shall maintain some other office or
agency for such purposes and shall give prompt written notice to the Trustee
of the location, and any change in the location, of such other office or
agency. If at any time the Company shall fail to maintain any such required
office or agency in respect of any series of Securities

<PAGE>

or shall fail to furnish the Trustee with the address thereof, such
presentations and surrenders of Securities of that series may be made and
notices and demands may be made or served at the address of the Trustee set
forth in Section 12.2, except that Bearer Securities of that series and the
related coupons may be presented and surrendered for payment (including
payment of any additional amounts payable on Bearer Securities of that series
pursuant to Section 4.6) at the place specified for that purpose as
contemplated by Section 2.3(a) or, if no such place is specified, at the
office of the paying agent and authenticating agent in London, and the
Company hereby appoints the same as its agent to receive such respective
presentations, surrenders, notices and demands.

No payment of Principal 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 interest on any such Bearer Security (including any
additional amounts payable on Securities of such series pursuant to Section
4.6) 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, interest or additional amounts, as the
case may be, at all offices or agencies outside the United States maintained
for such purpose by the Company in accordance with this Indenture is illegal
or effectively precluded by exchange controls or other similar restrictions.

The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be
presented or surrendered for any or all such purposes and may from time to
time rescind such designations; PROVIDED, HOWEVER, that no such designation
or rescission shall in any manner relieve the Company of its obligation to
maintain an office or agency in accordance with the requirements set forth
above for Securities of any series for such purposes. The Company will give
prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.

SECTION 4.6 ADDITIONAL AMOUNTS. If specified as contemplated by Section
2.3(a), the Securities of a series may provide for the payment of additional
amounts, and in such case, the Company will pay to the Holder of any Security
of such series or any coupon appertaining thereto additional amounts as
provided therein. Wherever in this Indenture there is mentioned, in any
context, the payment of the Principal of or any interest on, or in respect
of, any Security of any series or payment of any related coupon, such mention
shall be deemed to include mention of the payment of additional amounts
provided for in this Section to the extent that, in such context, additional
amounts are, were or would be payable in respect thereof pursuant to the
provisions of this Section and express mention of the payment of additional
amounts (if applicable) in any provisions hereof shall not be construed as

<PAGE>

excluding additional amounts in those provisions hereof where such express
mention is not made.

If the Securities of a series provide for the payment of additional
amounts, at least 10 days prior to the first Interest Payment Date with
respect to that series of Securities (or if the Securities of that series
will not bear interest prior to Maturity, the first day on which payment of
Principal is made), and at least 10 days prior to each date of payment of
Principal and any interest if there has been any change with respect to the
matters set forth in the below-mentioned Officers' Certificate, the Company
will furnish the Trustee and the Company's Paying Agent or Paying Agents, if
other than the Trustee, with an Officers' Certificate instructing the Trustee
and such Paying Agent or Paying Agents whether such payment of Principal of
and any interest on the Securities of that series shall be made to Holders of
Securities of that series or any related coupons who are United States Aliens
without withholding for or on account of any tax, assessment or other
governmental charge described in the Securities of that series. If any such
withholding shall be required, then such Officers' Certificate shall specify
by country the amount, if any, required to be withheld on such payments to
such Holders of Securities or coupons and the Company will pay to the Trustee
or such Paying Agent the additional amounts required by the Securities of
such series and this Section. The Company covenants to indemnify the Trustee
and any Paying Agent for, and to hold them harmless against, any loss,
liability or expense reasonably incurred without negligence or bad faith on
their part arising out of or in connection with actions taken or omitted by
any of them in reliance on any Officers' Certificate furnished pursuant to
this Section.

SECTION 4.7 LIMITATION ON LIENS.

The Company shall not create, assume or suffer to exist any Lien on
any Restricted Property to secure any Debt of the Company, any Subsidiary or
any other person, or permit any Subsidiary so to do, without securing the
Securities having the benefit of this covenant by such Lien equally and
ratably with (or prior to) such Debt for so long as such Debt shall be so
secured, subject to the following exceptions: (a) with respect to any series
of Securities, Liens existing on the date of issuance of such series; (b)
Liens on Restricted Property of corporations at the time they become
Subsidiaries; (c) Liens existing on Restricted Property when acquired by the
Company or any Subsidiary (including through merger or consolidation); (d)
Liens to secure Debt incurred to finance the purchase price, construction,
alteration, repair or improvement of Restricted Property; (e) Liens securing
Debt of a Subsidiary owing to the Company or another Subsidiary; (f) Liens
securing industrial development, pollution control, or similar revenue bonds
or in favor of governmental bodies to secure progress, advance or other
payments pursuant to any contract or provision of law; (g) Liens (i) to
secure the payment of all or any part of the purchase price of any Restricted
Property or the cost of construction, installation, renovation, improvement
or development thereon or thereof or (ii) to secure any Debt incurred prior
to, at the time of, or within 360 days after the later of the acquisition,
the completion of such construction, installation,

<PAGE>

renovation, improvement or development or the commencement of full operation
of such property for the purpose of financing all or any part of the purchase
price or cost thereof; (h) Liens otherwise prohibited by this Section 4.7,
securing Debt which, together with the aggregate outstanding principal amount
of all other Debt of the Company and its Subsidiaries owning Restricted
Property which is secured by Liens that would otherwise be prohibited by this
Section 4.7 and the Value of Sale and Leaseback Transactions effected in
accordance with this clause (h), does not exceed 10% of Consolidated Net
Tangible Assets; and (i) any extension, renewal or refunding of any Liens
referred to in the foregoing clauses; PROVIDED, HOWEVER, that in the case of
this clause (i), the principal amount of debt secured thereby shall not
exceed the principal amount of debt, plus any premium or fee payable in
connection with any such extension, renewal, replacement or refunding, so
secured at the time of such extension, renewal, replacement or refunding.

SECTION 4.8 Limitation on Sale and Leaseback Transactions.

The Company shall not, and shall not permit any Subsidiary to,
enter into any Sale and Leaseback Transaction unless (a) the Company or such
Subsidiary would be entitled under Section 4.7 to incur Debt in a principal
amount equal to the Value of such Sale and Leaseback Transaction, secured by
Liens on the facilities to be leased, without equally and ratably securing
the Securities having the benefit of this covenant, or (b) the Company or
such Subsidiary, during the six months following the effective date of such
Sale and Leaseback Transaction, applies an amount equal to the Value of such
Sale and Leaseback Transaction to the acquisition of Restricted Property or
to the retirement of Securities or Funded Debt, whether by redemption,
defeasance, repurchase or otherwise, and after crediting to the amount
applied pursuant to this provision the principal amount of any Securities or
Funded Debt retired or delivered to the Trustee for retirement and
cancellation during the six months immediately following the effective date
of such Sale and Leaseback Transaction.

ARTICLE V

SUCCESSOR CORPORATION

SECTION 5.1 WHEN COMPANY MAY MERGE OR TRANSFER ASSETS. The Company
shall not consolidate with or merge with or into any other person or convey,
transfer or lease its properties and assets substantially as an entirety to
any person, unless:

(a) either (1) the Company shall be the continuing corporation
or (2) the person (if other than the Company) formed by such
consolidation or into which the Company is merged or the person which
acquires by conveyance, transfer or lease the properties and assets of
the Company substantially as an entirety (i) shall be a corporation,
partnership or trust organized and validity existing under the laws of
the United States or any state thereof or the District of Columbia and
(ii) shall expressly assume, by an indenture supplemental

<PAGE>

hereto, executed and delivered to the Trustee, in form satisfactory to the
Trustee, all of the obligations of the Company under the Securities
and this Indenture;

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

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

The successor person formed by such consolidation or into which the
Company is merged or the successor 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 had been named as the Company herein; and
thereafter, except in the case of a lease of its properties and assets
substantially as an entirety, the Company shall be discharged from all
obligations and covenants under this Indenture, the Securities and coupons.

ARTICLE VI

DEFAULTS AND REMEDIES

SECTION 6.1 EVENTS OF DEFAULT. Unless otherwise specified as
contemplated by Section 2.3(a) with respect to any series of securities, an
"EVENT OF DEFAULT" occurs, with respect to each series of the Securities
individually, if:

(1) the Company defaults in (a) the payment of the principal of any
Security of such series at its Maturity, (b) the payment of any interest
upon any Security of such series when the same becomes due and payable and
continuance of such default for a period of 30 days; PROVIDED, HOWEVER,
that Holders of 75% of the then Outstanding Securities of such series shall
not have consented in accordance with Section 9.2 hereof to a postponement
of such interest payment, or (c) the payment of any sinking fund or
purchase fund installment or analagous obligation, if any, in respect of
the Securities of such series when the same becomes due and payable and
continuance of such default for a period of 30 days;

(2) the Company fails to comply with any of its agreements in the
Securities or this Indenture (other than those referred to in clause (1)
above and other than a covenant or warranty a default in whose performance
or whose breach is elsewhere

<PAGE>

in this Section specifically dealt with or which has been expressly
included in this Indenture solely for the benefit of a series of
Securities other than such series) and such failure continues for 90
days after receipt by the Company of a Notice of Default;

(3) the Company defaults under any bond, debenture, note or other
evidence of indebtedness for money borrowed by the Company or under any
mortgage, indenture, guaranty or instrument under which there may be issued
or by which there may be secured or evidenced any indebtedness for money
borrowed by the Company, whether such indebtedness now exists or shall
hereafter be created, which default shall have resulted in such
indebtedness becoming or being declared due and payable prior to the date
on which it would otherwise have become due and payable, without such
indebtedness having been discharged or such acceleration having been
rescinded or annulled within a period of 30 days after there shall have
been given, by registered or certified mail, to the Company by the Trustee
or to the Company and the Trustee by the Holders of not less than a
majority in principal amount of the Outstanding Securities of such series a
written notice specifying such default and requiring the Company to cause
such indebtedness to be discharged or such acceleration to be rescinded or
annulled and stating that such notice is a "Notice of Default" hereunder,
PROVIDED that no Event of Default under this subsection (3) shall be deemed
to exist as a result of the acceleration of any such indebtedness if the
principal of and interest on such indebtedness, when added to the principal
of and interest on all other such indebtedness which has been accelerated
as aforesaid (excluding any such indebtedness which has been discharged or
as to which the acceleration has been duly rescinded or annulled), shall
not exceed $50,000,000;

(4) there shall have been the entry by a court of competent
jurisdiction of (a) a decree or order for relief in respect of the Company
in an involuntary case or proceeding under any applicable Bankruptcy Law or
(b) a decree or order adjudging the Company bankrupt or insolvent, or
seeking reorganization, arrangement, adjustment or composition of or in
respect of the Company under any applicable federal or state law, or
appointing a custodian, receiver, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Company or of any
substantial part of its property, or ordering the wind up or liquidation of
its affairs, and any such decree or order for relief shall continue to be
in effect, or any such other decree or order shall be unstayed and in
effect, for a period of 60 consecutive days;

(5) (a) the Company commences a voluntary case or proceeding under
any applicable Bankruptcy Law or any other case or proceeding to be
adjudicated bankrupt or insolvent, (b) the Company consents to the entry of
a decree or order for relief in respect of the Company in an involuntary
case or proceeding under any applicable Bankruptcy Law or to the
commencement of any bankruptcy or insolvency case or proceeding against it,
(c) the Company files a petition or answer or consent

<PAGE>

seeking reorganization or substantially comparable relief under any
applicable federal or state law, (d) the Company (x) consents to the
filing of such petition or the appointment of, or taking possession by,
a custodian, receiver, liquidator, assignee, trustee, sequestrator or
similar official of the Company or of any substantial part of its
property, (y) makes an assignment for the benefit of creditors or (z)
admits in writing its inability to pay its debts generally as they
become due or (e) the Company takes any corporate action in furtherance
of any such actions in this clause (5); or

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

"BANKRUPTCY LAW" means title 11, United States Code, or any similar
Federal or state law for the relief of debtors. "CUSTODIAN" means any
receiver, trustee, assignee, liquidator, custodian or similar official under
any Bankruptcy Law.

A Default under clause (2) above is not an Event of Default until the
Trustee notifies the Company, or the Holders of not less than a majority in
aggregate Principal Amount of the Outstanding Securities of such series notify
the Company and the Trustee, of the Default and the Company does not cure such
Default within the time specified in clause (2) above after receipt of such
notice. Any such notice must specify the Default, demand that it be remedied
and state that such notice is a "NOTICE OF DEFAULT."

SECTION 6.2 ACCELERATION; RESCISSION. If an Event of Default with
respect to Securities of any series at the time Outstanding (other than an
Event of Default specified in Section 6.1(3) or (4)) occurs and is
continuing, the Trustee by notice to the Company, or the Holders of not less
than a majority in aggregate Principal Amount of the Outstanding Securities
of that series by notice to the Company and the Trustee, may declare the
Principal Amount (or, if any of the Securities of that series are Discount
Securities, such portion of the Principal Amount of such Securities as may be
specified in the terms thereof) of all the Securities of that series to be
immediately due and payable. Upon such a declaration, such Principal (or
portion thereof) shall be due and payable immediately. If an Event of Default
specified in Section 6.1(3) or (4) occurs and is continuing, the Principal
(or portion thereof) of all the Securities of that series shall become and be
immediately due and payable without any declaration or other act on the part
of the Trustee or any Securityholders. The Holders of a majority in aggregate
Principal Amount of the Outstanding Securities of any series, by notice to
the Trustee (and without notice to any other Securityholder) may rescind an
acceleration with respect to that series and its consequences if the
rescission would not conflict with any judgment or decree and all existing
Events of Default with respect to Securities of such series have been cured
or waived except nonpayment of the Principal (or portion thereof) of
Securities of such series that has become due solely as a result of such
acceleration and if all amounts due to the Trustee under Section 7.7 have
been paid. No such rescission shall affect any subsequent Default or impair
any right consequent thereto.

<PAGE>

SECTION 6.3 OTHER REMEDIES. If an Event of Default with respect to a
series of Outstanding Securities occurs and is continuing, the Trustee may
pursue any available remedy to (a) collect the payment of the whole amount then
due and payable on such Securities for Principal and interest, with interest
upon the overdue Principal and, to the extent that payment of such interest
shall be legally enforceable, upon overdue installments of interest from the
date such interest was due, at the rate or rates prescribed therefor in such
Securities and, in addition thereto, such further amount as shall be sufficient
to cover the costs and expenses of collection, including amounts due the Trustee
under Section 7.7 or (b) enforce the performance of any provision of the
Securities or this Indenture.

The Trustee may maintain a proceeding even if the Trustee does not
possess any of the Securities or coupons or does not produce any of the
Securities or coupons in the proceeding. A delay or omission by the Trustee or
any Securityholder in exercising any right or remedy accruing upon an Event of
Default shall not impair the right or remedy or constitute a waiver of, or
acquiescence in, the Event of Default. No remedy is exclusive of any other
remedy. All available remedies are cumulative.

SECTION 6.4 WAIVER OF PAST DEFAULTS. The Holders of a majority in
aggregate Principal Amount of the Outstanding Securities of any series, by
notice to the Trustee (and without notice to any other Securityholder), may on
behalf of the Holders of all the Securities of such series and any related
coupons waive an existing Default with respect to such series and its
consequences except (1) an Event of Default described in Section 6.1(1) with
respect to such series or (2) a Default in respect of a provision that under
Section 9.2 cannot be amended without the consent of the Holder of each
Outstanding Security of such series affected. When a Default is waived, it is
deemed cured, but no such waiver shall extend to any subsequent or other Default
or impair any consequent right.

SECTION 6.5 CONTROL BY MAJORITY. The Holders of a majority in aggregate
Principal Amount of the Outstanding Securities of any series may direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or of exercising any trust or power conferred on the Trustee with
respect to the Securities of such series. However, the Trustee may refuse to
follow any direction that conflicts with law or this Indenture or that the
Trustee determines in good faith is unduly prejudicial to the rights of other
Securityholders or would involve the Trustee in personal liability.

SECTION 6.6 LIMITATION ON SUITS. A Holder of any Security of any series
or any related coupons may not pursue any remedy with respect to this Indenture
or the Securities unless:

(1) the Holder gives to the Trustee written notice stating that an
Event of Default with respect to the Securities of that series is
continuing;

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(2) the Holders of not less than a majority in aggregate Principal
Amount of the Outstanding Securities of that series make a written request
to the Trustee to pursue the remedy;

(3) such Holder or Holders offer to the Trustee reasonable security
or indemnity against any loss, liability or expense satisfactory to the
Trustee;

(4) the Trustee does not comply with the request within 60 days after
receipt of the notice, the request and the offer of security or indemnity;
and

(5) the Holders of a majority in aggregate Principal Amount of the
Outstanding Securities of that series do not give the Trustee a direction
inconsistent with such request during such 60-day period.

A Securityholder may not use this Indenture to prejudice the rights of
any other Securityholder or to obtain a preference or priority over any other
Securityholder.

SECTION 6.7 RIGHTS OF HOLDERS TO RECEIVE PAYMENT. Notwithstanding any
other provision of this Indenture, the right, which is absolute and
unconditional, of any Holder of any Security or coupon to receive payment of the
Principal of and (subject to Section 2.13) interest on such Security or payment
of such coupon on the Stated Maturity or Maturities expressed in such Security
or coupon (or, in the case of redemption, on the Redemption Date) held by such
Holder, on or after the respective due dates expressed in the Securities or any
Redemption Date, or to bring suit for the enforcement of any such payment on or
after such respective dates, shall not be impaired or affected adversely without
the consent of each such Holder.

SECTION 6.8 COLLECTION SUIT BY TRUSTEE. If an Event of Default described
in Section 6.1(1) with respect to Securities of any series occurs and is
continuing, the Trustee may recover judgment in its own name and as trustee of
an express trust against the Company for the whole amount owing with respect to
such series of Securities and the amounts provided for in Section 7.7.

SECTION 6.9 TRUSTEE MAY FILE PROOFS OF CLAIM. In case of the pendency of
any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Securities or the property of the
Company or of such other obligor or their creditors, the Trustee (irrespective
of whether the Principal of the Securities shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Company for the payment of overdue
Principal or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

41
<PAGE>

(a) to file and prove a claim for the whole amount of Principal
and interest owing and unpaid in respect of the Securities and to file
such other papers or documents as may be necessary or advisable in
order to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel and any other amount due the Trustee
under Section 7.7) and of the Holders of Securities and coupons
allowed in such judicial proceeding, and

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

and any Custodian, receiver, assignee, trustee, liquidator, sequestrator or
similar official in any such judicial proceeding is hereby authorized by each
Holder of Securities and coupons to make such payments to the Trustee and, in
the event that the Trustee shall consent to the making of such payments directly
to the Holders of Securities and coupons, to pay 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 7.7.

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

SECTION 6.10 PRIORITIES. If the Trustee collects any money pursuant to
this Article 6, it shall pay out the money in the following order and, in case
of the distribution of such money on account of Principal or interest, upon
presentation of the Securities or coupons, or both, as the case may be, and the
notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

FIRST: to the Trustee for amounts due under Section 7.7;

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

THIRD: the balance, if any, to the Company.

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<PAGE>

The Trustee may fix a record date and payment date for any payment to
Securityholders pursuant to this Section 6.10. At least 15 days before such
record date, the Company shall mail to each Securityholder and the Trustee a
notice that states the record date, the payment date and amount to be paid.

SECTION 6.11 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 or omitted by it as Trustee, a court in its discretion may
require the filing by any party litigant (other than the Trustee) in the suit of
an undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section 6.11 does not apply
to a suit by the Trustee, a suit by a Holder pursuant to Section 6.7 or a suit
by Holders of more than 10% in aggregate Principal Amount of the Outstanding
Securities of any series, or to any suit instituted by any Holder of any
Security or coupon for the enforcement of the payment of the Principal of or
interest on any Security or the payment of any coupon on or after the Stated
Maturity or Maturities expressed in such Security or coupon (or, in the case of
redemption, on or after the Redemption Date).

SECTION 6.12 WAIVER OF STAY, EXTENSION OR USURY LAWS. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury or other law
wherever enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of this Indenture; and the Company (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantage of
any such law, and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.

ARTICLE VII

TRUSTEE

SECTION 7.1 DUTIES OF TRUSTEE.

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

(b) Except during the continuance of an Event of Default with respect to
Securities of any series:

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(1) the Trustee need perform only those duties that are specifically
set forth in this Indenture and no others; and

(2) in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon certificates or opinions furnished to
the Trustee and conforming to the requirements of this Indenture. However,
with respect to any certificates or opinions specifically required to be
furnished to the Trustee, the Trustee shall examine the certificates and
opinions to determine whether or not they conform to the requirements of
this Indenture.

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

(1) this paragraph (c) does not limit the effect of paragraph (b) of
this Section 7.1;

(2) the Trustee shall not be liable for any error of judgment made in
good faith by a Trust Officer unless it is proved that the Trustee was
negligent in ascertaining the pertinent facts; and

(3) the Trustee shall not be liable with respect to any action it
takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 6.5 or exercising any trust or power
conferred upon the Trustee under this Indenture.

(d) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b), (c) and (e) of this Section 7.1.

(e) 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.

(f) Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall not be
liable for any interest on any money received by it except as the Trustee may
otherwise agree with the Company.

SECTION 7.2 RIGHTS OF TRUSTEE. (a) The Trustee may rely on any document
believed by it to be genuine and to have been signed or presented by the proper
person. The Trustee need not investigate any fact or matter stated in the
document.

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<PAGE>

(b) Whenever in the administration of this Indenture the Trustee shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon an Officers' Certificate or an Opinion of Counsel. The Trustee shall
not be liable for any action it takes or omits to take in good faith in reliance
on such Officers' Certificate or Opinion of Counsel.

(c) The Trustee may act through agents and shall not be responsible for
the misconduct or negligence of any agent appointed with due care.

(d) Subject to the provisions of Section 7.1 (c), 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.

(e) Subject to the provisions Section 7.1, the Trustee may rely and shall
be protected in acting or refraining from acting upon any resolution, Officers'
Certificate, Opinion of Counsel (or both), Company Order or any other
certificate, statement, instrument, opinion report, notice, request, consent,
order, bond, debenture, note, coupon, security or other paper reasonably
believed to be genuine and to have been signed or presented by the proper party
or parties;

(f) any request, direction, order or demand of the Company mentioned
herein shall be sufficiently evidenced by an Officers' Certificate (unless other
evidence in respect thereof be herein specifically prescribed); and any
resolution of the Board of Directors may be evidenced to the Trustee by a copy
thereof certified by the secretary or an assistant secretary of the Company;

(g) The Trustee may consult with counsel and any written advice or Opinion
of Counsel shall, subject to the provisions of Section 7.1, be full and complete
authorization and protection in respect of any action taken, suffered or omitted
to be taken by it hereunder in good faith and in reliance thereon in accordance
with such advice or Opinion of Counsel;

(h) The Trustee shall be under no obligation to exercise any of the trusts
or powers vested in it by this Indenture at the request, order or direction of
any of the Securityholders pursuant to the provisions of this Indenture, unless
such Securityholders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which might be incurred
therein or thereby;

(i) Prior to the occurrence of an Event of Default hereunder and after the
curing or waiving of all Events of Default, 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, consent,
order, approval, appraisal, bond, debenture, note, coupon, security

45
<PAGE>

or other paper or document but the Trustee in its discretion may make such
further inquiry or investigation into such matters as it reasonably sees fit;
and

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

SECTION 7.3 INDIVIDUAL RIGHTS OF TRUSTEE, ETC. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
or coupons and may otherwise deal with the Company or its Affiliates with the
same rights it would have if it were not Trustee. Any Paying Agent, Registrar
or co-registrar or any other agent of the Company may do the same with like
rights. However, the Trustee must comply with Sections 7.10 and 7.11.

SECTION 7.4 TRUSTEE'S DISCLAIMER. The recitals contained herein and in
the Securities, except the Trustee certificates of authentication, shall be
taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no
representation as to the validity or adequacy of this Indenture or the
Securities or coupons. The Trustee shall not be accountable for the Company's
use of the proceeds from the Securities and, shall not be responsible for any
statement in the registration statement for the Securities under the Securities
Act of 1933, as amended, or in the Indenture or the Securities or any coupons
(other than its certificate of authentication) or for the determination as to
which beneficial owners are entitled to receive any notices hereunder.

SECTION 7.5 NOTICE OF DEFAULTS. If a Default with respect to the
Securities of any series occurs and is continuing and if it is known to the
Trustee, the Trustee shall give to each Holder of Securities of such series
notice of such Default in the manner set forth in TIA Section 315(b) within 90
days after it occurs. Except in the case of a Default described in Section
6.1(1) with respect to any Security of such series, the Trustee may withhold the
notice if and so long as a committee of its Trust Officers in good faith
determines that withholding the notice is in the interests of the Holders of
Securities of such series.

SECTION 7.6 REPORTS BY TRUSTEE TO HOLDERS. Within 60 days after each May
15 beginning with the May 15 following the date of this Indenture, the Trustee
shall mail to each Holder of Securities a brief report dated as of such May 15
that complies with TIA Section 313(a). The Trustee also shall comply with TIA
Section 313(b) and (c).

A copy of each report at the time of its mailing to Holders of Securities
shall be filed with the SEC and each stock exchange on which the Securities of
that series may be listed. The Company agrees to notify the Trustee whenever
the Securities of a particular series become listed on any stock exchange and of
any delisting thereof.

SECTION 7.7 COMPENSATION AND INDEMNITY. The Company agrees:

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

(b) to reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee
in accordance with any provision of this Indenture (including the
reasonable compensation and the expenses, advances and disbursements
of its agents and counsel), PROVIDED that the Company will not be
required to pay such fees and expenses of separate counsel if it
assumes the Trustee's defense and, in the reasonable judgment of both
the Company and the Trustee, there is no conflict of interest between
the Company and the Trustee in connection with such defense. The
Company need not pay for any settlement made without its written
consent. The Company need not reimburse any expense or indemnify
against any loss or liability to the extent incurred by the Trustee
through its negligence, bad faith or willful misconduct.

(c) to indemnify the Trustee for, and to hold it harmless
against, any loss, liability or expense incurred without negligence or
bad faith on its part, arising out of or in connection with the
acceptance or administration of this trust, the Indenture and the
Securities or the issuance of the Securities or of any series thereof
and the performance of its duties hereunder including the costs and
expenses of defending itself against any investigation or claim or
liability in connection with the exercise or performance of any of its
powers or duties hereunder.

To secure the Company's payment obligations in this Section 7.7, the
Trustee shall have a lien prior to the Securities and any coupons on all money
or property held or collected by the Trustee, except that held in trust to pay
the Principal of or interest, if any, on particular Securities or for the
payment of particular coupons.

The Company's payment obligations pursuant to this Section 7.7 shall
survive the discharge or other termination of this Indenture or the resignation
or removal of the Trustee. When the Trustee incurs expenses after the
occurrence of a Default specified in Section 6.1(3) or (4), the expenses are
intended to constitute expenses of administration under any Bankruptcy Law.

SECTION 7.8 REPLACEMENT OF TRUSTEE. The Trustee may resign by so
notifying the Company; PROVIDED, HOWEVER, no such resignation shall be effective
until a successor Trustee has accepted its appointment pursuant to this Section
7.8. The Holders of a majority in aggregate Principal Amount of the Outstanding
Securities of any series at the time outstanding

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may remove the Trustee with respect to the Securities of such series by so
notifying the Trustee and may appoint a successor Trustee. The Company may
remove the Trustee if:

(1) the Trustee fails to comply with Section 7.10 or materially
breaches any of its other obligations hereunder;

(2) the Trustee is adjudged bankrupt or insolvent;

(3) a receiver or public officer takes charge of the Trustee or its
property; or

(4) the Trustee otherwise becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, with respect to the Securities of one or more series,
the Company shall promptly appoint, by resolution of its Board of Directors, 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 series).

In the case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee shall deliver a written
acceptance of its appointment to the retiring Trustee and to the Company.
Thereupon, subject to the rights of the retiring Trustee pursuant to Section
7.7, the resignation or removal of the retiring Trustee shall become effective
and the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders of Securities of the particular series with respect to
which such successor Trustee has been appointed. The retiring Trustee shall
promptly transfer all property held by it as Trustee to the successor Trustee,
subject to the lien provided for in Section 7.7.

In case of the appointment hereunder of a successor Trustee with respect to
the Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or more
series shall execute and deliver an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, (2) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration

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of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such
Trustees as 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, subject, nevertheless, to its lien, if any,
provided for in Section 7.7.

If a successor Trustee with respect to the Securities of any series does
not take office within 30 days after the retiring Trustee resigns or is removed,
the retiring Trustee, the Company or the Holders of a majority in aggregate
Principal Amount of the Outstanding Securities of such series at the time
outstanding may petition any court of competent jurisdiction for the appointment
of a successor Trustee with respect to the Securities of such series.

If the Trustee fails to comply with Section 7.10, any Holder of a Security
of such series may petition any court of competent jurisdiction for the removal
of such Trustee and the appointment of a successor Trustee.

SECTION 7.9 SUCCESSOR TRUSTEE BY MERGER. If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all its
corporate trust business or assets to, another corporation, the resulting,
surviving or transferee corporation without any further act shall be the
successor Trustee.

SECTION 7.10 ELIGIBILITY; DISQUALIFICATION. The Trustee shall at all
times satisfy the requirements of TIA Section 310(a)(1) and 310(a)(5). The
Trustee shall have a combined capital and surplus of at least $50,000,000 as set
forth in its most recent published annual report of condition. The Trustee
shall comply with TIA Section 310(b), including the optional provision permitted
by the second sentence of TIA Section 310(b)(9). In determining whether the
Trustee has conflicting interests as defined in TIA Section 310(b)(1), the
provisions contained in the proviso to TIA Section 310(b)(1) shall be deemed
incorporated herein.

SECTION 7.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. The
Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

<PAGE>

ARTICLE VIII

SATISFACTION AND DISCHARGE

SECTION 8.1 DISCHARGE OF LIABILITY ON SECURITIES. Except as otherwise
contemplated by Section 2.3(a), when (a) the Company delivers to the Trustee
all Outstanding Securities or all Outstanding Securities of any series, as
the case may be, theretofore authenticated and delivered and all coupons, if
any, appertaining thereto (other than (i) coupons appertaining to Bearer
Securities surrendered for exchange for Registered Securities and maturing
after such exchange, whose surrender is not required or has been waived as
provided in Section 2.8, (ii) Securities or Securities of such series, as the
case may be, and coupons, if any, which have been destroyed, lost or stolen
and which have been replaced or paid as provided in Section 2.9, (iii)
coupons, if any, appertaining to Securities or Securities of such series, as
the case may be, called for redemption and maturing after the relevant
Redemption Date, whose surrender has been waived as provided in Section 3.4,
and (iv) Securities or Securities of such series, as the case may be, and
coupons, if any, 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 2.4) for
cancellation or (b) all Outstanding Securities have become due and payable
and the Company deposits with the Trustee cash sufficient to pay at Stated
Maturity the Principal Amount of all Principal of and interest on Outstanding
Securities or all Outstanding Securities of such series (other than
Securities replaced pursuant to Section 2.9), and if in either case the
Company pays all other sums payable hereunder by the Company, then this
Indenture shall, subject to Section 7.7, cease to be of further effect as to
all Outstanding Securities or all Outstanding Securities of any series, as
the case may be. The Trustee shall join in the execution of a document
prepared by the Company acknowledging satisfaction and discharge of this
Indenture on demand of the Company accompanied by an Officers' Certificate
and Opinion of Counsel and at the cost and expense of the Company.

SECTION 8.2 REPAYMENT TO THE COMPANY. The Trustee and the Paying Agent
shall return to the Company on Company Request any money held by them for the
payment of any amount with respect to the Securities that remains unclaimed
for two years; PROVIDED, HOWEVER, that the Trustee or such Paying Agent,
before being required to make any such return, may at the expense and
direction of the Company cause to be published once in an Authorized
Newspaper in each Place of Payment of or mail to each 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 or mailing,
any unclaimed money then remaining will be returned to the Company. After
return to the Company, Holders entitled to the money must look to the Company
for payment as general creditors unless an applicable abandoned property law
designates another person.

SECTION 8.3 OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE.
Unless otherwise specified as contemplated by Section 2.3(a) with respect to
Securities of a particular

<PAGE>

series, the Company, may at its option, by Board Resolution, at any time,
with respect to any series of Securities, elect to have either Section 8.4 or
Section 8.5 be applied to all of the outstanding Securities of any series
(the "Defeased Securities"), upon compliance with the conditions set forth
below in Section 8.6.

SECTION 8.4 DEFEASANCE AND DISCHARGE. Upon the Company's exercise
under Section 8.3 of the option applicable to this Section 8.4, the Company
shall be deemed to have been discharged from its obligations with respect to
the Defeased Securities on the date the conditions set forth below 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 the defeased Securities, which shall thereafter
be deemed to be "outstanding" only for the purposes of Sections 2.4, 2.5,
2.6, 2.8, 2.9, 2.11, 2.12, 4.1, 4.5, 6.6, 6.7, 7.7, 7.8 and 8.2 of this
Indenture and the Company shall be deemed to have satisfied all its other
obligations under such series of Securities and this Indenture insofar as
such series of Securities are concerned (and the Trustee, at the expense of
the Company, and, upon written request, shall execute proper instruments
acknowledging the same) subject to the following which shall survive until
otherwise terminated or discharged hereunder: (1) the rights of Holders of
such Securities to receive, solely from the trust fund described in Section
8.6 and as more fully set forth in such Section, payments in respect of the
principal of and any premium and interest on such Securities when payments
are due, (2) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and (3) this Article VIII. Subject to compliance with this Article
VIII, the Company may exercise its option under this Section 8.4
notwithstanding the prior exercise of its option under Section 8.5 with
respect to a series of Securities.

SECTION 8.5 COVENANT DEFEASANCE. Upon the Company's exercise under
Section 8.3 of the option applicable this Section 8.5, the Company shall be
released from its obligations under Sections 4.2, 4.3, 4.7 and 4.8 and
Article V and such other provisions as may be provided as contemplated by
Section 2.3(a) with respect to Securities of a particular series and with
respect to the Defeased Securities on and after the date the conditions set
forth below are satisfied (hereinafter "covenant defeasance"), and the
Defeased Securities 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 if any thereof) in connection with such
covenants, but shall continue to be deemed "outstanding" for all other
purposes hereunder. For this purpose, such covenant defeasance means that,
with respect to the Defeased Securities, the Company may omit to comply with
and shall have no liability in respect of any term, condition or limitation
set forth in any such Section or Article, whether directly or indirectly, by
reason of any reference elsewhere herein to any such Section or Article or by
reason of any reference in Sections 4.2, 4.3, 4.7 and 4.8 or Article V to any
other provisions herein or in any other document and such omission to comply
shall not constitute a Default or an Event of Default under Section 6.1(2)
but, except as specified above, the remainder of this Indenture and such
Defeased Securities shall be unaffected thereby.

<PAGE>

SECTION 8.6 CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE. The
following shall be the conditions to application of either Section 8.4 or 8.5
to a series of outstanding Securities.

(a) The Company shall have irrevocably deposited with the Trustee, in
trust, specifically pledged as security for, and dedicated solely to the
benefits of Holders of such Securities, (i) sufficient funds in the currency
or currency unit in which the Securities of such series are denominated to
pay the Principal of and interest to Stated Maturity (or redemption) on, the
Securities of such series, or (ii) such amount of direct obligations of, or
obligations the principal of and interest on which are fully guaranteed by,
the government which issued the currency in which the Securities of such
series are denominated, and which are not subject to prepayment, redemption
or call, as will, together with the predetermined and certain income to
accrue thereon without consideration of any reinvestment thereof, provide,
not later than one day before the due date of any payment, money in an amount
sufficient to pay when due the Principal of, and interest to Stated Maturity
(or redemption) on, the Securities of such series, or (iii) any combination
thereof.

(b) (i) The Company shall have delivered to the Trustee an opinion of
counsel that the Company has met all of the conditions precedent to such
defeasance and that the Holders of the Securities of such series will not
recognize income, gain or loss for United States Federal income tax purposes
as a result of such defeasance, and will be subject to tax on the same
amounts, in the same manner and at the same times as if no defeasance and
discharge or covenant defeasance, as the case may be, had occurred and (ii)
the Company shall have delivered to the Trustee an Officer's Certificate and
an Opinion of Counsel, each stating that all conditions precedent with
respect to such defeasance or covenant defeasance, as the case may be, have
been complied with.

ARTICLE IX

SUPPLEMENTAL INDENTURES

SECTION 9.1 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.
Without the consent of any Holders of Securities or coupons, the Company and
the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any
of the following purposes:

(1) to evidence the succession of another 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, agreements and obligations of the
Company for the benefit of the Holders of all of the Securities or any
series thereof, or to surrender any right or power herein conferred upon
the Company; or

<PAGE>

(3) to add to or change any of the provisions of this Indenture to
provide that Bearer Securities may be registrable as to Principal, to
change or eliminate any restrictions (including restrictions relating to
payment in the United States) on the payment of Principal of or any premium
or interest on Bearer Securities, to permit Bearer Securities to be issued
in exchange for Registered Securities, to permit Bearer Securities to be
issued in exchange for Bearer Securities of other authorized denominations
or to permit the issuance of Securities in uncertificated form; or

(4) to establish the form or terms of Securities of any series and
any related coupons as permitted by Sections 2.1 and 2.3(a), respectively;
or

(5) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or
more series and to add to or change any of the provisions of this Indenture
as shall be necessary to provide for or facilitate the administration of
the trusts hereunder by more than one Trustee, pursuant to the requirements
of Section 7.8; or

(6) to cure any ambiguity, defect or inconsistency; PROVIDED that
such action pursuant to this Clause (6) shall not adversely affect the
interests of the Holders of Securities of any series;

(7) to add to, change or eliminate any of the provisions of this
Indenture (which addition, change or elimination may apply to one or more
series of Securities), PROVIDED that any such addition, change or
elimination shall neither (A) apply to any Security of any series created
prior to the execution of such supplemental indenture and entitled to the
benefit of such provision nor (B) modify the rights of the Holder of any
such Security with respect to such provision; or

(8) to secure the Securities; or

(9) to make any other change that does not adversely affect the
rights of any Securityholder.

SECTION 9.2 SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. With the
written consent of the Holders of at least a majority in aggregate Principal
Amount of the Outstanding Securities of each series affected by such
supplemental indenture, the Company and the Trustee may amend this Indenture or
the Securities of any series or may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of the Securities of such
series and any related coupons under this Indenture; PROVIDED, that no such
amendment or supplemental indenture shall, without the consent of the Holders of
at least 75% of the Outstanding Securities affected thereby, extend the time for
payment of any installment of interest payable with respect to

<PAGE>

such Securities; PROVIDED, FURTHER, that no such amendment or supplemental
indenture shall, without the consent of the Holder of each Outstanding
Security affected thereby:

(1) change the Stated Maturity of the Principal of, or any
installment of Principal on, any such Security, or reduce the Principal
Amount thereof or the rate of interest thereon or any premium payable upon
redemption thereof or reduce the amount of Principal of any such Discount
Security that would be due and payable upon a declaration of acceleration
of maturity thereof pursuant to Section 6.2, or change the Place of
Payment, or change the coin or currency in which, any Principal of, or any
installment of interest on, any such Security is payable, or impair the
right to institute suit for the enforcement of any such payment on or after
the Stated Maturity thereof (or, in the case of redemption, on or after the
Redemption Date);

(2) reduce the percentage in Principal Amount of the Outstanding
Securities of any series, the consent of whose Holders is required for any
such amendment or 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) with
respect to the Securities of such series provided for in this Indenture; or

(3) modify any of the provisions of this Section, Section 6.4 or 6.7,
except to increase the percentage of Outstanding Securities of such series
required for such actions or to provide that certain other provisions of
this Indenture cannot be modified or waived without the consent of the
Holder of each Outstanding Security affected thereby.

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

It shall not be necessary for the consent of the Holders under this
Section 9.2 to approve the particular form of any proposed amendment or
supplemental indenture, but it shall be sufficient if such consent approves
the substance thereof.

After an amendment or supplemental indenture under this Section 9.2
becomes effective, the Company shall mail to each Holder of the particular
Securities affected thereby a notice briefly describing the amendment.

SECTION 9.3 COMPLIANCE WITH TRUST INDENTURE ACT. Every supplemental
indenture executed pursuant to this Article shall comply with the TIA as then
in effect.

<PAGE>

SECTION 9.4 REVOCATION AND EFFECT OF CONSENTS, WAIVERS AND ACTIONS.
Until an amendment or waiver with respect to a series of Securities becomes
effective, a consent to it or any other action by a Holder of a Security of
that series hereunder is a continuing consent by the Holder and every
subsequent Holder of that Security or portion of that Security that evidences
the same obligation as the consenting Holder's Security, even if notation of
the consent, waiver or action is not made on the Security. However, any such
Holder or subsequent Holder may revoke the consent, waiver or action as to
such Holder's Security or portion of the Security if the Trustee receives the
notice of revocation before the Company or an agent of the Company certifies
to the Trustee that the consent of the requisite aggregate Principal Amount
of the Securities of that series has been obtained. After an amendment,
waiver or action becomes effective, it shall bind every Holder of Securities
of that series.

The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any amendment
or waiver with respect to a series of Securities. If a record date is fixed,
then notwithstanding the first two sentences of the immediately preceding
paragraph, those persons who were Holders of Securities of that series at
such record date (or their duly designated proxies), and only those persons,
shall be entitled to revoke any consent previously given, whether or not such
persons continue to be Holders after such record date. No such consent shall
be valid or effective for more than 90 days after such record date.

SECTION 9.5 NOTATION ON OR EXCHANGE OF SECURITIES. Securities of any
series authenticated and delivered after the execution of any supplemental
indenture with respect to such series pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by the Trustee
as to any matter provided for in such supplemental indenture. If the Company
shall so determine, new Securities of such series so modified as to conform,
in the opinion of the Trustee and the Board of Directors (and satisfactory to
the Trustee), to any such supplemental indenture may be prepared and executed
by the Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities of that series.

SECTION 9.6 TRUSTEE TO SIGN SUPPLEMENTAL INDENTURES. The Trustee shall
sign any supplemental indenture authorized pursuant to this Article 9 if the
amendment does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. If it does, the Trustee may, but need not, sign
it. In signing such amendment, the Trustee shall be entitled to receive, and
(subject to the provisions of Section 7.1) shall be fully protected in
relying upon, an Officers' Certificate and an Opinion of Counsel stating that
such amendment is authorized or permitted by this Indenture.

SECTION 9.7 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

55
<PAGE>

purposes; and every Holder of Securities theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby, except to the
extent otherwise set forth thereon.

ARTICLE X

SINKING FUNDS

SECTION 10.1 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 2.3(a) 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 10.2. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of the Securities of such series.

SECTION 10.2 SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.
The Company (1) may deliver Outstanding Securities of a series with the same
issue date, interest rate and Stated Maturity (other than any previously
called for redemption), together in the case of any Bearer Securities of such
series with the same issue date, interest rate and Stated Maturity with all
unmatured coupons appertaining thereto, and (2) may apply as a credit
Securities of a series with the same issue date, interest rate and Stated
Maturity 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 mandatory
sinking fund payment with respect to the Securities of such series with the
same issue date, interest rate and Stated Maturity; 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 10.3 REDEMPTION OF SECURITIES FOR SINKING FUND. Not less than
60 days (or such shorter period as shall be acceptable to the Trustee) prior
to each sinking fund payment date for any series of Securities, the Company
will deliver to the Trustee an Officers' Certificate specifying the amount of
the next ensuing sinking fund payment for that series pursuant to the terms
of that series, the portion thereof, if any, which is to be satisfied by
payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities of that series pursuant to Section 10.2
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

56
<PAGE>

payment date in the manner specified in Section 3.2 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 3.3. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in
the manner stated in Sections 3.4 and 3.6.

ARTICLE XI

ACTIONS OF HOLDERS OF SECURITIES

SECTION 11.1 PURPOSES FOR WHICH MEETINGS MAY BE CALLED. A meeting of
Holders of Securities of any series may be called at any time and from time
to time pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Securities of such
series.

SECTION 11.2 CALL, NOTICE AND PLACE OF MEETINGS. (a) The Trustee may
at any time call a meeting of Holders of Securities of any series for any
purpose specified in Section 11.1, to be held at such time and at such place
in the Borough of Manhattan, The City of New York or, for a series of
Securities issued as Bearer Securities, in London as the Trustee shall
determine or, with the approval of the Company, at any other place. Notice of
every meeting of Holders of Securities of any series, setting forth the time
and the place of such meeting and in general terms the action proposed to be
taken at such meeting, shall be given, in the manner provided in Section
12.2, not less than 21 nor more than 180 days prior to the date fixed for the
meeting.

(b) In case at any time the Company or the Holders of at least 10% in
Principal Amount of the Outstanding Securities of any series shall have
requested the Trustee to call a meeting of the Holders of Securities of such
series for any purpose specified in Section 11.1, by written request setting
forth in reasonable detail the action proposed to be taken at the meeting,
and the Trustee shall not have made the first publication of the notice of
such meeting within 21 days after receipt of such request or shall not
thereafter proceed to cause the meeting to be held as provided herein, then
the Company or the Holders of Securities of such series in the amount above
specified, as the case may be, may determine the time and the place in the
Borough of Manhattan, The City of New York, or for a series of Securities
issued as Bearer Securities, in London, or in such other place as shall be
determined and approved by the Company, for such meeting and may call such
meeting for such purposes by giving notice thereof as provided in subsection
(a) of this Section 11.2.

SECTION 11.3 PERSONS ENTITLED TO VOTE AT MEETINGS. To be entitled to
vote at any meeting of Holders of Securities of any series, a person shall be
(1) a Holder of one or more Outstanding Securities of such series, or (2) a
person appointed by an instrument in writing as proxy for a Holder or Holders
of one or more Outstanding Securities of such series by such

57
<PAGE>

Holder or Holders. The only persons who shall be entitled to be present or to
speak at any meeting of Holders of Securities of any series shall be the
persons entitled to vote at such meeting and their counsel, any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.

SECTION 11.4 QUORUM; ACTION. The persons entitled to vote a majority
in Principal Amount of the Outstanding Securities of a series shall
constitute a quorum for a meeting of Holders of Securities of such series. In
the absence of a quorum within 30 minutes of the time appointed for any such
meeting, the meeting shall, if convened at the request of Holders of
Securities of such series, be dissolved. In any other case, the meeting may
be adjourned for a period determined by the chairman of the meeting prior to
the adjournment of such meeting. In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a
period determined by the chairman of the meeting prior to the adjournment of
such adjourned meeting. Notice of the reconvening of any adjourned meeting
shall be given as provided in Section 11.2(a), except that such notice need
be given only once not less than five days prior to the date on which the
meeting is scheduled to be reconvened. Notice of the reconvening of an
adjourned meeting shall state expressly the percentage, as provided above, of
the principal amount of the Outstanding Securities of such series which shall
constitute a quorum.

Except as limited by the proviso to Section 9.2, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum
is present as aforesaid may be adopted by the affirmative vote of the Holders
of a majority in Principal Amount of the Outstanding Securities of that
series; PROVIDED, HOWEVER, that, except as limited by the proviso to Section
9.2, any resolution with respect to any request, demand, authorization,
direction, notice, consent, waiver or other action which this Indenture
expressly provides may be made, given or taken by the Holders of a specified
percentage, which is less than a majority, in Principal Amount of the
Outstanding Securities of a series may be adopted at a meeting or an
adjourned meeting duly reconvened and at which a quorum is present as
aforesaid by the affirmative vote of the Holders of such specified percentage
in Principal Amount of the Outstanding Securities of that series.

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

SECTION 11.5 DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF
MEETINGS. (a) Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Holders of Securities of a series in regard to proof of the
holding of Securities of such series and of the appointment of proxies and in
regard to the appointment and duties of inspectors of votes, the submission
and examination of proxies, certificates and other evidence of the right to
vote, and such other

58
<PAGE>

matters concerning the conduct of the meeting as it shall deem appropriate.
Except as otherwise permitted or required by any such regulations, the
holding of Securities shall be proved in the manner specified in Section 11.7
and the appointment of any proxy shall be proved in the manner specified in
Section 11.7 or by having the signature of the person executing the proxy
witnessed or guaranteed by any trust company, bank or banker authorized by
Section 11.7 to certify to the holding of Bearer Securities. Such regulations
may provide that written instruments appointing proxies, regular on their
face, may be presumed valid and genuine without the proof specified in
Section 11.7 or other proof.

(b) The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of Securities as provided in Section 11.2 (b), in which
case the Company or the Holders of Securities of the series calling the
meeting, as the case may be, shall in like manner appoint a temporary
chairman. A permanent chairman and a permanent secretary of the meeting shall
be elected by vote of the persons entitled to vote a majority in Principal
Amount of the Outstanding Securities of such series represented at the
meeting.

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

(d) Any meeting of Holders of Securities of any series duly called
pursuant to Section 11.2 at which a quorum is present may be adjourned from
time to time by persons entitled to vote a majority in Principal Amount of
the Outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.

SECTION 11.6 COUNTING VOTES AND RECORDING ACTION OF MEETINGS. The vote
upon any resolution submitted to any meeting of Holders of Securities of any
series shall be by written ballots on which shall be subscribed signatures of
the Holders of Securities of such series or of their representatives by proxy
and the Principal Amounts and serial numbers of the Outstanding Securities of
such series held or represented by them. The permanent chairman of the
meeting shall appoint two inspectors of votes who shall count all votes cast
at the meeting for or against any resolution and who shall make and file with
the secretary of the meeting their verified written reports in duplicate of
all votes cast at the meeting. A record, at least in duplicate, of the
proceedings of each meeting of Holders of Securities of any series shall be
prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said
notice was given as provided in Section 11.2 and,

59
<PAGE>

if applicable, Section 11.4. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one
such copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots
voted at the meeting. Any record so signed and verified shall be conclusive
evidence of the matters therein stated.

SECTION 11.7 ACTIONS OF HOLDERS GENERALLY. (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 an agent duly appointed in writing. If
Securities of a series are issuable as Bearer Securities, any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders of such series
may, alternatively, be embodied in and evidenced by the record of Holders of
Securities of such series voting in favor thereof, either in person or by
proxies duly appointed in writing, at any meeting of Holders of Securities of
such series duly called and held in accordance with the provisions of this
Article, or a combination of such instruments and any such record. Except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments or record or both are delivered to the Trustee
and, where it is hereby expressly required, to the Company. Proof of
execution of any such instrument or of a writing appointing any such agent,
or of the holding by any person of a Security, shall be sufficient for any
purpose of this Indenture and (subject to Section 7.1) conclusive in favor of
the Trustee and the Company, if made in the manner provided in this Section.
The record of any meeting of Holders of Securities shall be proved in the
manner provided in Section 11.6.

(b) The fact and date of the execution by any person of any such
instrument or writing, or the authority of the persons executing the same,
may be proved in any reasonable manner which the Trustee deems sufficient.

(c) The Principal Amount and serial numbers of Registered Securities
held by the person, and the date of holding the same, shall be proved by the
books of the Registrar.

(d) The Principal Amount and serial numbers of Bearer Securities held
by any person, and the date of holding the same, may be proved by the
production of such Bearer Securities or by a certificate executed by any
trust company, bank, banker or other depositary, wherever situated, as
depositary, if such certificate shall be deemed by the Trustee to be
satisfactory, showing that at the date therein mentioned such person had on
deposit with such depositary, or exhibited to it, the Bearer Securities
therein described; or such facts may be proved by the certificate or
affidavit of the person holding such Bearer Securities, if such certificate
or affidavit is deemed by the Trustee to be satisfactory. The Trustee and the
Company may assume that such ownership of any Bearer Security continues until
(1) another certificate or affidavit bearing a later date issued in respect
of the same Bearer Security is produced, or (2) such Bearer Security is
produced to the Trustee by some other person, or

60
<PAGE>

(3) such Bearer Security is surrendered in exchange for a Registered
Security, or (4) such Bearer Security is no longer Outstanding. The Principal
Amount and serial numbers of Bearer Securities held by any person, and the
date of holding the same, may also be proved in any other manner which the
Trustee deems sufficient.

(e) Any request, demand, authorization, direction, notice, consent,
waiver or other act of the Holder of any Security in accordance with this
Section 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 in accordance
with this Section, the Company may, at its option, by or pursuant to an
Officers' 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 such 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
percentage of Outstanding Securities or Outstanding Securities of a series,
as the case may be, 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 or Outstanding Securities of the
series, as the case may be, shall be computed as of such record date;
PROVIDED, that no such authorization, agreement or consent by the Holders on
the record date shall be deemed effective unless such request, demand,
authorization, direction, notice, consent, waiver or other act shall become
effective pursuant to the provisions of clause (a) of this Section 11.7 not
later than six months after the record date.

ARTICLE XII

MISCELLANEOUS

SECTION 12.1 TRUST INDENTURE ACT CONTROLS. If any provision of this
Indenture limits, qualifies or conflicts with another provision hereof which
is required to be included in this Indenture by the TIA, the required
provision shall control.

SECTION 12.2 NOTICES. Any notice or communication shall be in writing
and delivered in person or mailed by first-class mail, postage prepaid;
PROVIDED, that any notice or communication by and between the Trustee and the
Company shall be made (i) by telecopy or other commercially accepted
electronic means and shall be effective upon receipt thereof and shall be
confirmed in writing, mailed by first-class mail, postage prepaid, or (ii) by

61
<PAGE>

overnight delivery by a courier service of national repute effective upon
receipt thereof and, in either case, addressed as follows:

if to the Company:

Tricon Global Restaurants, Inc.
1441 Gardiner Lane
Louisville, Kentucky 40213
Facsimile Number: (502) 874-8016

Attention: General Counsel

if to the Trustee:

The First National Bank of Chicago
One First National Plaza
Suite 0126
Chicago, Illinois 60670-0126
Facsimile Number: (312) 407-4656

Attention: Corporate Trust Services Division

The Company or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

Any notice or communication given to a Holder of Registered Securities
shall be mailed to such Securityholder at the Securityholder's address as it
appears on the registration books of the Registrar and shall be sufficiently
given if so mailed within the time prescribed. Notice shall be sufficiently
given to Holders of Bearer Securities if published in an Authorized Newspaper
in The City of New York and in such other city or cities as may be specified
in such Securities on a Business Day at least twice, the first such
publication to be not earlier than the earliest date, and not later than the
latest date, prescribed for the giving of such notice.

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.

Failure to mail a notice or communication to a Securityholder or any
defect in it shall not affect its sufficiency with respect to other Holders
of Securities of the same series. If a

62
<PAGE>

notice or communication is mailed in the manner provided above, it is duly
given, whether or not received by the addressee.

If the Company mails a notice or communication to the Holders of
Securities of a particular series, it shall mail a copy to the Trustee and
each Registrar or Paying Agent, as the case may be, with respect to such
series.

In case by reason of the suspension of regular mail service or by reason
of any other cause it shall be impracticable to give notice to Holders of
Registered Securities by mail, then such notification as shall be made with
the acceptance of the Trustee shall constitute a sufficient notification for
every purpose hereunder. In any case where notice to Holders of Registered
Securities is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder of a Registered
Security shall affect the sufficiency of such notice with respect to other
Holders of Registered Securities or the sufficiency of any notice to Holders
of Bearer Securities given as provided herein.

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

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

SECTION 12.3 COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.
Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company and the Trustee, the Registrar or the Paying Agent
with respect to a particular series of Securities, and anyone else, shall
have the protection of TIA Section 312(c).

SECTION 12.4 (INTENTIONALLY OMITTED).

SECTION 12.5 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION. Each
Officers' Certificate or Opinion of Counsel with respect to compliance with a
covenant or condition provided for in this Indenture shall include:

(1) a statement that each person making such Officers' Certificate or
Opinion of Counsel has read such covenant or condition;

<PAGE>

(2) a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such
Officers' Certificate or Opinion of Counsel are based;

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

(4) a statement that, in the opinion of such person, such covenant or
condition has been complied with.

SECTION 12.6 SEPARABILITY CLAUSE. In case any provision in this
Indenture or in the Securities shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall
not in any way be affected or impaired thereby.

SECTION 12.7 RULES BY TRUSTEE, PAYING AGENT AND REGISTRAR. With
respect to the Securities of a particular series, the Trustee with respect to
such series of Securities may make reasonable rules for action by or a
meeting of Holders of such series of Securities. With respect to the
Securities of a particular series, the Registrar and the Paying Agent with
respect to such series of Securities may make reasonable rules for their
functions.

SECTION 12.8 LEGAL HOLIDAYS. A "LEGAL HOLIDAY" is any day other than a
Business Day. If any specified date (including an Interest Payment Date,
Redemption Date or Stated Maturity of any Security, or a date for giving
notice) is a Legal Holiday at any Place of Payment or place for giving
notice, then (notwithstanding any other provision of this Indenture or of the
Securities or coupons 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 interest or Principal need not be made at such Place of
Payment, or such other action need not be taken, on such date, but the action
shall be taken on the next succeeding day that is not a Legal Holiday at such
Place of Payment with the same force and effect as if made on the Interest
Payment Date or Redemption Date, or at the Stated Maturity or such other date
and to the extent applicable no Original Issue Discount or interest, if any,
shall accrue for the intervening period.

SECTION 12.9 GOVERNING LAW AND JURISDICTION. THIS INDENTURE AND THE
SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE
STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. THE
COMPANY, THE TRUSTEE, AND EACH HOLDER OF A SECURITY (BY ACCEPTANCE THEREOF)
THEREBY, (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW
YORK STATE COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY OF

<PAGE>

NEW YORK IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING RELATED TO THIS
INDENTURE, (II) IRREVOCABLY WAIVES ANY DEFENSE OF LACK OF PERSONAL
JURISDICTION IN SUCH SUITS AND (III) IRREVOCABLY WAIVES TO THE FULLEST EXTENT
IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW
OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING
BROUGHT IN THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE BOROUGH OF
MANHATTAN IN THE CITY OF NEW YORK AND (C) THAT SUCH SUIT, ACTION OR
PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

SECTION 12.10 NO RECOURSE AGAINST OTHERS. A director, officer,
employee or stockholder, as such, of the Company shall not have any liability
for any obligations of the Company under the Securities or this Indenture or
for any claim based on, in respect of or by reason of such obligations or
their creation. By accepting a Security, each Holder of such Security shall
waive and release all such liability. The waiver and release shall be part
of the consideration for the issue of the Securities.

SECTION 12.11 SUCCESSORS. All agreements of the Company in this Indenture
and the Securities shall bind its successor. All agreements of the Trustee in
this Indenture shall bind its successor.

SECTION 12.12 EFFECT OF HEADINGS AND TABLE OF CONTENTS. The Article
and Section headings herein and the Table of Contents are for convenience
only and shall not affect the construction hereof.

SECTION 12.13 BENEFITS OF INDENTURE. Nothing in this Indenture or in
the Securities, express or implied, shall give to any person, other than the
parties hereto and their successors hereunder and the Holders of Securities,
any benefits or any legal or equitable right, remedy or claim under this
Indenture.

SECTION 12.14 MULTIPLE ORIGINALS. The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement. One signed copy is enough to
prove this Indenture.

<PAGE>

IN WITNESS WHEREOF, the undersigned, being duly authorized, have
executed this Indenture on behalf of the respective parties hereto as of the
date first above written.

TRICON GLOBAL RESTAURANTS, INC.

By:
-----------------------------------
Name:
Title:

Attest:

By:
------------------------------
Name:
Title:

FIRST NATIONAL BANK OF CHICAGO,
as Trustee

By:
-----------------------------------
Name:
Title:

Attest:

By:
------------------------------
Name:
Title:

<PAGE>

EXHIBIT A

"CERTIFICATE

This is to certify that, based on certificates we have received from our
member organizations substantially in the form set out in the Indenture
relating to the above-captioned Securities, as of the date hereof, U.S.$
______ principal amount of the above-captioned Securities acquired from
Tricon Global Restaurants, Inc. (i) is owned by persons that are not United
States persons (as defined below), (ii) is owned by United States persons
that are (a) foreign branches of United States financial institutions (as
defined in United States Treasury Regulations Section 1.165-12(c)(1)(v)
("financial institutions")) purchasing for their own account or for resale or
(b) United States persons who acquired the Securities through foreign
branches of United States financial institutions and who hold the Securities
through such financial institutions on the date hereof (and, in the case of
either clause (a) or (b), each financial institution has agreed for the
benefit of Tricon Global Restaurants, Inc. to comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code
of 1986, as amended, and the regulations thereunder) or (iii) is owned by
financial institutions for purposes of resale during the restricted period
(as defined in United States Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)). Financial institutions described in clause (iii) of
the preceding sentence (whether or not also described in clause (i) or (ii))
have certified that they have not acquired the Securities for purposes of
resale directly or indirectly to United States persons or to persons within
the United States or its possessions.

As used in this Certificate, "United States persons" means citizens or
residents of the United States, corporations, partnerships or other entities
created or organized in or under the laws of the United States or any
political subdivision thereof or estates or trusts the income of which is
subject to United States Federal income taxation regardless of the source;
"United States" means the United States of America (including the States and
the District of Columbia), its territories, its possessions and other areas
subject to its jurisdiction; and its "possessions" include Puerto Rico, the
U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern
Mariana Islands.

We further certify that (i) we are not making available herewith for
exchange any portion of the Temporary Global Bearer Security excepted in such
certificates and (ii) as of the date hereof, we have not received any
notification from any of our member organizations to the effect that the
statements made by such member organizations with respect to any portion of
the part submitted herewith for exchange are no longer true and cannot be
relied upon as of the date hereof.

We understand that this certificate is required in connection with
certain tax laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such

<PAGE>

proceedings. We agree to retain each statement provided by a member
organization for a period of four calendar years following the year in which
the statement is received.

Dated: ___________, 20__*
*To be dated no
earlier than the
Exchange Date.

[MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, BRUSSELS OFFICE,
AS OPERATOR OF THE EUROCLEAR
CLEARANCE SYSTEM]

[CEDEL BANK SOCIETE ANONYME]

________________________________"

<PAGE>

February 5, 1998

TRICON Global Restaurants, Inc.
1441 Gardiner Lane
Louisville, Kentucky 40213

Re: Registration Statement on Form S-3 with respect to
$2 Billion Principal Amount of Debt Securities

Ladies and Gentlemen:

We have acted as counsel to TRICON Global Restaurants, Inc. (the
"Company") in connection with the registration by the Company of up to $2
billion principal amount of Debt Securities, issuable pursuant to the
Indenture filed as Exhibit 4.1 to amendment no. 1 to the registration
statement on Form S-3 (file no. 333-42969) (the "Registration Statement")
that is being filed on the date hereof by the Company with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of
1933, as amended (the "Securities Act"). All capitalized terms not otherwise
defined herein shall have the meanings given to them in the Registration
Statement.

The Debt Securities are to be issued in accordance with the terms of the
Indenture in one or more series (without limitation as to maturity) and are to
be sold from time to time as set forth in the Registration Statement, the
prospectus contained therein dated February 5, 1998 (the "Prospectus") and any
amendments or supplements to the Registration Statement or the Prospectus.

The Board of Directors of the Company has authorized the Company to
incur or to contract to incur (i) indebtedness for borrowed money with
maturities of one year or less ("Short Term Indebtedness") which, together
with all other Short Term Indebtedness of the Company and its subsidiaries at
such time outstanding, shall not exceed US $3.5 billion (as such limitation
may be duly amended by the Board of Directors of the Company from time to
time, the "Short-Term Indebtedness Limitation"), and (ii) indebtedness for
borrowed money with maturities greater than one year ("Long Term
Indebtedness") which, together with all other Long Term Indebtedness of the
Company and its subsidiaries at such time outstanding, shall not exceed US $7
billion (as such limitation may be duly

<PAGE>

TRICON Global Restaurants
February 5, 1998
Page 2

amended by the Board of Directors of the Company from time to time, the "Long
Term Indebtedness Limitation"). We have been advised by the Company, and we
have assumed for the purpose of this opinion, that the Company will not issue
or contract to issue Debt Securities having maturities of one year or less
which, together with all other Short Term Indebtedness of the Company and its
subsidiaries at such time outstanding, will exceed the Short Term
Indebtedness Limitation, or Debt Securities having maturities greater than
one year which, together with all other Long Term Indebtedness of the Company
and its subsidiaries at such time outstanding, will exceed the Long Term
Indebtedness Limitation.

In connection with the foregoing, we have examined such records, documents
and proceedings as we have deemed relevant as a basis for the opinion expressed
herein, and we have relied upon an officer's certificate as to certain factual
matters.

Based on and subject to the foregoing, we are of the opinion that, when (i)
the Registration Statement shall have been declared effective by order of the
Commission, (ii) the terms of any series of the Debt Securities have been
authorized by appropriate corporate action of the Company and in accordance with
the Indenture and (iii) the Debt Securities have been issued and authenticated
in accordance with the Indenture and upon the terms and conditions set forth in
the Registration Statement, the Prospectus and the applicable supplement to the
Prospectus (including upon receipt by the Company of the purchase price
therefor), the Debt Securities will be legal and binding obligations of the
Company.

We hereby consent to be named in the Registration Statement and in the
Prospectus as attorneys who passed upon the legality of the Debt Securities and
to the filing with the Commission of a copy of this opinion as Exhibit 5.1 to
the Registration Statement. In

<PAGE>

TRICON Global Restaurants
February 5, 1998
Page 3

giving this consent, we do not admit that we are within the category of
persons whose consent is required by Section 7 of the Securities Act or other
rules and regulations of the Commission thereunder.

Very truly yours,

WOMBLE CARLYLE SANDRIDGE & RICE
A PROFESSIONAL LIMITED LIABILITY COMPANY

By: /s/ Garza Baldwin, III
---------------------------------
Garza Baldwin, III

<PAGE>

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

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

THE FIRST NATIONAL BANK OF CHICAGO
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)

A NATIONAL BANKING ASSOCIATION 36-0899825
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)

ONE FIRST NATIONAL PLAZA, CHICAGO, ILLINOIS 60670-0126
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

THE FIRST NATIONAL BANK OF CHICAGO
ONE FIRST NATIONAL PLAZA, SUITE 0286
CHICAGO, ILLINOIS 60670-0286
ATTN: LYNN A. GOLDSTEIN, LAW DEPARTMENT (312) 732-6919
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

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

TRICON GLOBAL RESTAURANTS, INC.
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)

NORTH CAROLINA 13-3951308
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

1441 GARDINER LANE
LOUISVILLE, KENTUCKY 40213
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

DEBT SECURITIES
(TITLE OF INDENTURE SECURITIES)

<PAGE>

ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING
INFORMATION AS TO THE TRUSTEE:

(a) NAME AND ADDRESS OF EACH EXAMINING OR
SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT.

Comptroller of Currency, Washington, D.C.,
Federal Deposit Insurance Corporation,
Washington, D.C., The Board of Governors of
the Federal Reserve System, Washington D.C.

(b) WHETHER IT IS AUTHORIZED TO EXERCISE
CORPORATE TRUST POWERS.

The trustee is authorized to exercise corporate
trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR
IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.

No such affiliation exists with the trustee.

ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A
PART OF THIS STATEMENT OF ELIGIBILITY.

1. A copy of the articles of association of the
trustee now in effect.*

2. A copy of the certificates of authority of the
trustee to commence business.*

3. A copy of the authorization of the trustee to
exercise corporate trust powers.*

4. A copy of the existing by-laws of the trustee.*

5. Not Applicable.

6. The consent of the trustee required by
Section 321(b) of the Act.

7. A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority.

<PAGE>

8. Not Applicable.

9. Not Applicable.

Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, The First National Bank of Chicago, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this Statement of Eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of Chicago
and the State of Illinois, on this 29th day of January, 1998.

THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE

By /s/ John R. Prendiville
John R. Prendiville
Vice President

* EXHIBIT 1, 2, 3 AND 4 ARE HEREIN INCORPORATED BY REFERENCE TO EXHIBITS BEARING
IDENTICAL NUMBERS IN ITEM 16 OF THE FORM T-1 OF THE FIRST NATIONAL BANK OF
CHICAGO, FILED AS EXHIBIT 25.1 TO THE REGISTRATION STATEMENT ON FORM S-3 OF
SUNAMERICA, INC., FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER
25, 1996 (REGISTRATION NO. 333-14201).

<PAGE>

EXHIBIT 6

THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT

January 29, 1998

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

In connection with the qualification of an indenture between Tricon
Global Restaurants, Inc. and The First National Bank of Chicago, the
undersigned, in accordance with Section 321(b) of the Trust Indenture Act of
1939, as amended, hereby consents that the reports of examinations of the
undersigned, made by Federal or State authorities authorized to make such
examinations, may be furnished by such authorities to the Securities and
Exchange Commission upon its request therefor.

Very truly yours,

THE FIRST NATIONAL BANK OF CHICAGO

By /s/ John R. Prendiville
John R. Prendiville
Vice President

<PAGE>

<TABLE>

EXHIBIT 7

<S> <C> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 09/30/97 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0303 Page RC-1
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
---------

</TABLE>

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR SEPTEMBER 30, 1997

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount
outstanding as of the last business day of the quarter.

SCHEDULE RC--BALANCE SHEET

<TABLE>

DOLLAR AMOUNTS IN C400
THOUSANDS RCFD BIL MIL THOU
----------------- ---- ------------
<S> <C> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule
RC-A):
a. Noninterest-bearing balances and currency and coin(1). . . . . 0081 4,499,157 1.a.
b. Interest-bearing balances(2) . . . . . . . . . . . . . . . . . 0071 6,967,103 1.b.
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A). . . 1754 0 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D) . 1773 5,251,713 2.b.
3. Federal funds sold and securities purchased under agreements to
resell 1350 5,561,976 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule
RC-C) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 2122 24,171,565 4.a.
b. LESS: Allowance for loan and lease losses. . . . . . . . . . . RCFD 3123 419,216 4.b.
c. LESS: Allocated transfer risk reserve. . . . . . . . . . . . . RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income, allowance, and
reserve (item 4.a minus 4.b and 4.c) . . . . . . . . . . . . . 2125 23,752,349 4.d.
5. Trading assets (from Schedule RD-D) . . . . . . . . . . . . . . . 3545 6,238,805 5.
6. Premises and fixed assets (including capitalized leases). . . . . 2145 717,303 6.
7. Other real estate owned (from Schedule RC-M). . . . . . . . . . . 2150 7,187 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M). . . . . . . . . . . . . . . . . . 2130 77,115 8.
9. Customers' liability to this bank on acceptances outstanding. . . 2155 614,921 9.
10. Intangible assets (from Schedule RC-M). . . . . . . . . . . . . . 2143 277,105 10.
11. Other assets (from Schedule RC-F) . . . . . . . . . . . . . . . . 2160 2,147,141 11.
12. Total assets (sum of items 1 through 11). . . . . . . . . . . . . 2170 56,108,875 12.
</TABLE>

- ---------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.

<S>
Legal Title of Bank: The First National Bank of Chicago Call Date: 09/30/97 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0303 Page RC-2
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
---------

SCHEDULE RC-CONTINUED
DOLLAR AMOUNTS IN
THOUSANDS BIL MIL THOU
------------------ ------------
<S> <C> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part 1). . . . . . . . . . . . . . . . . . . . . . RCON 2200 21,496,468 13.a
(1) Noninterest-bearing(1) . . . . . . . . . . . . . . . . . . . . . . RCON 6631 8,918,843 13.a.1
(2) Interest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . RCON 6636 12,577,625 13.a.2
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II) . . . . . . . . . . . . . . . . . . RCFN 2200 14,164,129 13.b.
(1) Noninterest bearing. . . . . . . . . . . . . . . . . . . . . . . . RCFN 6631 352,399 13.b.1
(2) Interest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . RCFN 6636 13,811,730 13.b.2
14. Federal funds purchased and securities sold under agreements
to repurchase: RCFD 2800 3,894,469 14
15. a. Demand notes issued to the U.S. Treasury RCON 2840 68,268 15.a
b. Trading Liabilities(from Schedule RC-D). . . . . . . . . . . . . . . . RCFD 3548 5,247,232 15.b
16. Other borrowed money:
a. With a remaining maturity of one year or less . . . . . . . . . . . . RCFD 2332 2,608,057 16.a
b. With a remaining maturity of more than one year through three years . A547 379,893 16.b
. c. With a remaining maturity of more than three years . . . . . . . . . A548 323,042 16.c
17. Not applicable
18. Bank's liability on acceptance executed and outstanding . . . . . . . . . RCFD 2920 614,921 18
19. Subordinated notes and debentures (2) . . . . . . . . . . . . . . . . . . RCFD 3200 1,700,000 19
20. Other liabilities (from Schedule RC-G). . . . . . . . . . . . . . . . . . RCFD 2930 1,222,121 20
21. Total liabilities (sum of items 13 through 20). . . . . . . . . . . . . . RCFD 2948 51,718,600 21
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus . . . . . . . . . . . . . . RCFD 3838 0 23
24. Common stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 3230 200,858 24
25. Surplus (exclude all surplus related to preferred stock). . . . . . . . . RCFD 3839 2,989,408 25
26. a. Undivided profits and capital reserves. . . . . . . . . . . . . . . . . RCFD 3632 1,175,518 26.a.
b. Net unrealized holding gains (losses) on available-for-sale
securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 8434 26,750 26.b.
27. Cumulative foreign currency translation adjustments . . . . . . . . . . . RCFD 3284 (2,259 27
28. Total equity capital (sum of items 23 through 27) . . . . . . . . . . . . RCFD 3210 4,390,275 28
29. Total liabilities and equity capital (sum of items 21 and 28) . . . . . . RCFD 3300 56,108,875 29

Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best describes the most
comprehensive level of auditing work performed for the bank by independent external
Number
-----------
auditors as of any date during 1996 . . . . . . . . . . . . . . . . . . . . . . .. . . . ....RCFD 6724 . ... N/A. M.1
-----------

1 = Independent audit of the bank conducted in accordance 4. = Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by
submits a report on the consolidated holding company external auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in 8 = No external audit work
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)
</TABLE>

- -------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Includes limited-life preferred stock and related surplus.