LEAR CORP /DE/, S-3, 1997-12-23

LEAR CORP /DE/
S-3, 1997-12-23
PUBLIC BLDG & RELATED FURNITURE

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 23, 1997

REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------

LEAR CORPORATION
(Exact name of Registrant as specified in its charter)

<TABLE>
<S> <C>
DELAWARE 13-3386776
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
</TABLE>

21557 TELEGRAPH ROAD
SOUTHFIELD, MICHIGAN 48086-5008
(248) 746-1500
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)

JOSEPH F. MCCARTHY, ESQ.
21557 TELEGRAPH ROAD
SOUTHFIELD, MICHIGAN 48086-5008
(248) 746-1500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------------

Copies to:

JOHN L. MACCARTHY
WINSTON & STRAWN
35 WEST WACKER DRIVE
CHICAGO, ILLINOIS 60601
(312) 558-5600
---------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after the effective date of this Registration Statement as the Registrant
shall determine.

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 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. [ ]
---------------------

CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
=======================================================================================================================

<CAPTION>
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER UNIT(3) OFFERING PRICE(3) REGISTRATION FEE
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------
Debt Securities................. $400,000,000(1)(2) 100% $400,000,000 $118,000
=======================================================================================================================
</TABLE>

(1) Or, if any Debt Securities are issued at any original discount, such greater
amount as shall result in an aggregate initial offering price of
$400,000,000.
(2) Or, if any Debt Securities are issued in a currency or composite currency
other than U.S. dollars, such different amount as shall result in an
aggregate initial offering price of $400,000,000.
(3) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(o).
---------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2

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

SUBJECT TO COMPLETION, DATED DECEMBER 23, 1997

PROSPECTUS

$400,000,000

LEAR CORPORATION LOGO

SENIOR DEBT SECURITIES
SENIOR SUBORDINATED DEBT SECURITIES
SUBORDINATED DEBT SECURITIES
---------------------

Lear Corporation ("Lear" or the "Company") may issue, offer and sell from
time to time its debt securities (the "Debt Securities") which may be either
senior debt securities (the "Senior Debt Securities"), senior subordinated debt
securities (the "Senior Subordinated Debt Securities") or subordinated debt
securities (the "Subordinated Debt Securities") with an aggregate initial
offering price not to exceed $400,000,000 (or the equivalent in foreign
denominated currency or units based on or relating to currencies). The Debt
Securities may be offered as a single series or as two or more separate series
in amounts, at prices and on terms to be determined in light of market
conditions at the time of sale and to be set forth in an accompanying Prospectus
Supplement. The terms of each series of Debt Securities, including, where
applicable, the specific designation, aggregate principal amount, authorized
denominations, maturity, rate or rates and time or times of payment of any
interest, any terms for optional or mandatory redemption or payment of
additional amounts or any sinking fund provisions, any initial public offering
price, the proceeds to the Company and any other specific terms in connection
with the offering and sale of such series, will be set forth in a Prospectus
Supplement or Prospectus Supplements. The Senior Debt Securities, when issued,
will be unsecured and will rank pari passu with all other unsecured and
unsubordinated indebtedness of the Company; the Senior Subordinated Debt
Securities and Subordinated Debt Securities, when issued, will be unsecured and
will be subordinated in right of payment to all Senior Indebtedness (as defined
herein) of the Company. The terms of certain series of the Debt Securities may
not restrict the incurrence of additional indebtedness.

The Company has not yet determined whether any of the Debt Securities
offered hereby will be listed on any exchange or over-the-counter market. If the
Company decides to seek the listing of any such Debt Securities, the Prospectus
Supplement relating thereto will disclose such exchange or market.

The Debt Securities may be sold directly by the Company, through agents
designated from time to time or to or through underwriters or dealers. See "Plan
of Distribution." If any agents of the Company or any underwriters are involved
in any sale of Debt Securities in respect of which this Prospectus is being
delivered, the names of such agents or underwriters and any applicable
commissions or discounts will be set forth in a Prospectus Supplement. The net
proceeds to the Company from such sale also will be set forth in a Prospectus
Supplement.

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

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

This Prospectus may not be used to consummate sales of Debt Securities
unless accompanied by a Prospectus Supplement.

, 1997
<PAGE> 3

AVAILABLE INFORMATION

The Company is subject to the informational reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files periodic reports and other information with the
Securities and Exchange Commission (the "Commission"). The reports and other
information filed by the Company with the Commission may be inspected at the
public reference facilities maintained by the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and are also available for
inspection and copying at the regional offices of the Commission located at 7
World Trade Center, Suite 1300, New York, New York 10048, and Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and at the New
York Stock Exchange located at 20 Broad Street, New York, New York 10005. Copies
of such material may also be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. In addition, the Commission maintains a Web site at http://www.sec.gov
that contains periodic reports and other information regarding registrants, like
the Company, that file electronically with the Commission.

The Company has filed with the Commission a registration statement on Form
S-3 (the "Registration Statement") (which term encompasses any amendments
thereto) under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the Debt Securities. This Prospectus, which is part of the
Registration Statement, does not contain all the information set forth in the
Registration Statement and the exhibits and schedules thereto, to which
reference is hereby made. Statements made in this Prospectus as to the contents
of any contract, agreement or other document referred to are not necessarily
complete. With respect to each such contract, agreement or other document filed
as an exhibit to the Registration Statement or to a document incorporated by
reference herein, reference is hereby made to the exhibit for a more complete
description of the matter involved and each such statement shall be deemed
qualified in its entirety by such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Commission are
incorporated in this Prospectus by reference and made a part hereof:

(a) the Company's Annual Report on Form 10-K for the year ended December 31,
1996;

(b) the Company's Quarterly Report on Form 10-Q for the quarter ended March 29,
1997;

(d) the Company's Quarterly Report on Form 10-Q for the quarter ended September
27, 1997;

(e) the Company's Current Report on Form 8-K dated April 3, 1997;

(f) the Company's Current Report on Form 8-K dated June 6, 1997; and

(g) the audited consolidated financial statements of Masland Corporation and the
notes thereto included on pages 2 through 22 of Company's Current Report on
Form 8-K dated June 27, 1996.

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 such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated herein by reference shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained in any subsequently filed document which 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.

The Company will provide, without charge, to each person to whom a copy of
this Prospectus is delivered, on the written or oral request of such person, a
copy of any or all of the documents incorporated herein by reference (other than
exhibits thereto, unless such exhibits are specifically incorporated by
reference into the information that this Prospectus incorporates). Written or
telephone requests for such copies should be directed to the Company's principal
office: Lear Corporation, 21557 Telegraph Road, P.O. Box 5008, Southfield,
Michigan 48086-5008, Attention: Director of Investor Relations and Business
Planning (telephone: (800) 413-5327).

2
<PAGE> 4

THE COMPANY

The Company is one of the largest suppliers of automotive interior products
and one of the ten largest independent automotive suppliers in the world. The
Company has in-house capabilities in all five principal automotive interior
segments: seat systems; floor and acoustic systems; door panels; instrument
panels; and overhead systems. The Company has experienced substantial growth in
market presence and profitability over the last five years as a result of both
internal growth and acquisitions. As of December 1, 1997, Lear had over 50,000
employees in over 160 facilities located in 23 countries.

Unless the context otherwise requires, references herein to the "Company"
shall include Lear and its wholly-owned and majority-owned subsidiaries.

The Company's principal executive offices are located at 21557 Telegraph
Road, Southfield, Michigan 48034. Its telephone number at that location is (248)
746-1500.

CAUTIONARY STATEMENTS FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This Prospectus contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. When used in this
document, the words "anticipate," "believe," "estimate," and "expect" and
similar expressions are generally intended to identify forward-looking
statements. Prospective investors are cautioned that any forward-looking
statements, including statements regarding the intent, belief, or current
expectations of the Company or its management, are not guarantees of future
performance and involve risks and uncertainties, and that actual results may
differ materially from those in the forward-looking statements as a result of
various factors, including, but not limited to, (i) general economic conditions
in the markets in which the Company operates, (ii) fluctuations in worldwide or
regional automobile and light truck production, (iii) labor disputes involving
the Company or its significant customers, (iv) changes in practices and/or
policies of the Company's significant customers toward outsourcing automotive
components and systems, (v) other risks detailed from time to time in the
Company's Securities and Exchange Commission filings and (vi) those items
identified under "Risk Factors" in any Prospectus Supplement. The Company does
not intend to update these forward-looking statements.

USE OF PROCEEDS

Unless otherwise indicated in the applicable Prospectus Supplement, the
Company anticipates that any net proceeds would be used for general corporate
purposes, which may include but are not limited to working capital, capital
expenditures and acquisitions or the repayment or refinancing of the Company's
indebtedness. The factors which the Company will consider in any refinancing
will include the amount and characteristics of any Debt Securities issued and
may include, among others, the impact of such refinancing on the Company's
liquidity, debt-to-capital ratio and earnings per share. When a particular
series of Debt Securities is offered, the Prospectus Supplement relating thereto
will set forth the Company's intended use for the net proceeds received from the
sale of such Debt Securities.

RATIOS OF EARNINGS TO FIXED CHARGES

The following table sets forth the ratio of earnings to fixed charges of
the Company for the periods indicated.
<TABLE>
<CAPTION>
NINE MONTHS ENDED YEAR ENDED
----------------------------- ---------------------------------------------------------
SEPTEMBER 27, SEPTEMBER 28, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1997 1996 1996 1995 1994 1993
------------- ------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Ratio of earning to fixed
charges(b)............. 3.6x 2.9x 3.1x 2.9x 3.2x 1.5x

<CAPTION>
YEAR ENDED
-------------------
JUNE 30, JUNE 30,
1993(A) 1992(A)
-------- --------
<S> <C> <C>
Ratio of earning to fixed
charges(b)............. 1.5x (c)
</TABLE>

- -------------------------
(a) In 1994, the Company changed its fiscal year end from June 30 to December
31.

(b) "Fixed charges" consists of interest on debt, amortization and deferred
financing fees and that portion of rental expenses representative of
interest (deemed to be one-third of rental expense). "Earnings" consists of
income (loss) before income taxes, fixed charges, undistributed earnings and
minority interest.

3
<PAGE> 5

GENERAL DESCRIPTION OF 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 do not apply to the
Debt Securities so offered, will be described in the Prospectus Supplement
relating to such Debt Securities.

Debt Securities may be issued from time to time in series under one or more
indentures, including any indentures supplemental thereto (collectively, the
"Indenture"), between the Company and a trustee to be identified in the
applicable Prospectus Supplement (the "Trustee"). The terms of the Debt
Securities will include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (the
"TIA"), as in effect on the date of the Indenture. The Debt Securities will be
subject to all such terms, and potential purchasers of the Debt Securities are
referred to the Indenture and the TIA for a statement thereof. The following
summary of certain provisions of the Indenture does not purport to be complete
and is qualified in its entirety by reference to the Indenture, including the
definitions therein of certain terms used below. Copies of the proposed forms of
Indenture have been filed as exhibits to the Registration Statement of which
this Prospectus is a part. As used in this section, unless the context otherwise
requires, "Offered Debt Securities" shall mean the Debt Securities offered by
this Prospectus and an accompanying Prospectus Supplement. For purposes of this
section, "General Description of Debt Securities", only, references to the
"Company" include only Lear Corporation and not its subsidiaries.

GENERAL

The following summaries set forth certain general terms and provisions of
the Indenture and the Debt Securities. The Prospectus Supplement relating to a
series of Debt Securities being offered will contain further terms of such Debt
Securities, including the following specific terms.

(1) The title and ranking of such Debt Securities;

(2) The aggregate principal amount of such Debt Securities and any
limit on such aggregate principal amount;

(3) The price (expressed as a percentage of the principal amount
thereof) at which such Debt Securities will be issued and, if other than
the principal amount thereof, the portion of the principal amount thereof
payable upon declaration of acceleration of the maturity thereof;

(4) The date or dates, or the method for determining such date or
dates, on which the principal of such Debt Securities will be payable;

(5) The rate or rates (which may be fixed or variable), or the method
by which such rate or rates shall be determined, at which such Debt
Securities will bear interest, if any;

(6) The date or dates, or the method for determining such date or
dates, from which any such interest will accrue, the dates on which any
such interest will be payable, the record dates for such interest payment
dates, or the method by which such dates shall be determined, the persons
to whom such interest shall be payable, and the basis upon which interest
shall be calculated if other than that of a 360-day year of twelve 30-day
months;

(7) The place or places where the principal of and interest, if any,
on such Debt Securities will be payable, where such Debt Securities may be
surrendered for registration of transfer or exchange and where notices or
demands to or upon the Company in respect of such Debt Securities and the
Indenture may be served;

(8) The period or periods, if any, within which, the price or prices
at which and the other terms and conditions upon which such Debt Securities
may, pursuant to any optional or mandatory redemption provisions, be
redeemed, as a whole or in part, at the option of the Company;

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

4
<PAGE> 6

(10) If other than U.S. dollars, the currency or currencies in which
such Debt Securities are denominated and payable, which may be a foreign
currency or units of two or more foreign currencies or a composite currency
or currencies, and the terms and conditions relating thereto;

(11) Whether the amount of payments of principal of (and premium, if
any) or interest, if any, on such Debt Securities may be determined with
reference to an index, formula or other method (which index, formula or
method may, but need not be, based on the yield on or trading price of
other securities, including United States Treasury securities, or on a
currency, currencies, currency unit or units, or composite currency or
currencies) and the manner in which such amounts shall be determined;

(12) Whether the principal of or interest on the Debt Securities of
the series is to be payable, at the election of the Company or a holder
thereof, in a currency or currencies, currency unit or units or composite
currency or currencies other than that in which such Debt Securities are
denominated or stated to be payable, the period or periods within which,
and the terms and conditions upon which, such election may be made, and the
time and manner of, and identity of the exchange rate agent with
responsibility for, determining the exchange rate between the currency or
currencies, currency unit or units or composite currency or currencies in
which such Debt Securities are denominated or stated to be payable and the
currency or currencies, currency unit or units or composite currency or
currencies in which such Debt Securities are to be so payable;

(13) Provisions, if any, granting special rights to the holders of
Debt Securities of the series upon the occurrence of such events as may be
specified;

(14) Any deletions from, modifications of or additions to the Events
of Default or covenants of the Company with respect to Debt Securities of
the series, whether or not such Events of Default or covenants are
consistent with the Events of Default or covenants described herein;

(15) Whether and under what circumstances the Company will pay any
additional amounts on such Debt Securities in respect of any tax,
assessment or governmental charge and, if so, whether the Company will have
the option to redeem such Debt Securities in lieu of making such payment;

(16) Whether Debt Securities of the series are to be issuable as
registered securities, bearer securities (with or without coupons) or both,
any restrictions applicable to the offer, sale or delivery of bearer
securities and the terms upon which bearer securities of the series may be
exchanged for registered securities of the series and vice versa (if
permitted by applicable laws and regulations), whether any Debt Securities
of the series are to be issuable initially in temporary global form and
whether any Debt Securities of the series are to be issuable in permanent
global form with or without coupons and, if so, whether beneficial owners
of interests in any such permanent Global Security (as defined herein) may
exchange such interests for Debt Securities of such series and of like
tenor or any authorized form and denomination and the circumstances under
which any such exchanges may occur, if other than in the manner provided in
the Indenture, and, if registered securities of the series are to be
issuable as a Global Security, the identity of the depository for such
series;

(17) The date as of which any bearer securities of the series and any
temporary Global Security representing outstanding Debt Securities of the
series shall be dated if other than the date of original issuance of the
first security of the series to be issued;

(18) The person to whom any interest of 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, or the person to whom, any interest on any bearer security of the
series shall be payable, if otherwise than upon presentation and surrender
of the coupons appertaining thereto as they severally mature, and the
extent to which, or the manner in which, any interest payable on a
temporary Global Security on an interest payment date will be paid if other
than in the manner provided in the Indenture;

(19) Whether such Debt Securities will be issued in certificated or
book-entry form;

5
<PAGE> 7

(20) The applicability, if any, of the legal defeasance and covenant
defeasance provisions of the Indenture to the Debt Securities of the
series;

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

(22) Any other terms of the series (which terms shall not be
inconsistent with the provisions of the Indenture).

If so provided in the applicable Prospectus Supplement, the Debt Securities
may be issued at a discount below their principal amount and provide for less
than the entire principal amount thereof to be payable upon declaration of
acceleration of the maturity thereof ("Original Issue Discount Securities"). In
such cases, all material U.S. federal income tax and other considerations
applicable to Original Issue Discount Securities will be described in the
applicable Prospectus Supplement.

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

The Company will comply with Section 14(e) under the Exchange Act, to the
extent applicable, and any other tender offer rules under the Exchange Act which
may then be applicable, in connection with any obligation of the Company to
purchase Debt Securities at the option of the holders thereof. Any such
obligation applicable to a series of Debt Securities will be described in the
Prospectus Supplement relating thereto.

STATUS OF DEBT SECURITIES

The Senior Debt Securities will rank pari passu with all other unsecured
and unsubordinated indebtedness of the Company.

Except as set forth in the applicable Prospectus Supplement, the
obligations of the Company pursuant to Senior Subordinated Debt Securities will
be subordinate in right of payment, to the extent and in the manner set forth in
the Indenture, to all Senior Indebtedness of the Company. With respect to any
series of Senior Subordinated Debt Securities, except as provided in the
applicable Prospectus Supplement, "Senior Indebtedness" of the Company will mean
all Indebtedness (present or future) created, incurred, assumed or guaranteed by
the Company (and all renewals, extensions or refundings thereof), unless the
instrument under which such Indebtedness is created, incurred, assumed or
guaranteed provides that such Indebtedness is not senior or superior in right of
payment to the Debt Securities. Notwithstanding anything to the contrary in the
foregoing, Senior Indebtedness shall not include (i) any Indebtedness of the
Company to any of its Subsidiaries, (ii) any trade payables of the Company or
(iii) any liability for federal, state, local or other taxes owed or owing by
the Company.

Except as set forth in the applicable Prospectus Supplement, the
obligations of the Company pursuant to Subordinated Debt Securities will be
subordinate in right of payment, to the extent and in the manner set forth in
the Indenture, to all "Senior Indebtedness" of the Company. With respect to any
series of Subordinated Debt Securities, except as provided in the applicable
Prospectus Supplement, "Senior Indebtedness" of the Company will mean all Senior
Indebtedness (as defined above) and all indebtedness under any Senior
Subordinated Debt Securities.

Upon any payment or distribution of assets or securities of the Company due
to any dissolution, winding up, total or partial liquidation or reorganization
of the Company or in bankruptcy, insolvency, receivership or other proceeding,
the payment of the principal of and interest on the Senior Subordinated Debt
Securities or the Subordinated Debt Securities, as the case may be, will be
subordinated in right of payment to any

6
<PAGE> 8

obligations in respect of Senior Indebtedness. Upon a default in payment with
respect to Senior Indebtedness with a lending commitment or an aggregate
principal amount outstanding in excess of $20 million or upon the acceleration
of maturity of any Senior Indebtedness with a lending commitment or an aggregate
principal amount outstanding in excess of $20 million or while any judicial
proceeding is pending with respect to a default on Senior Indebtedness with a
lending commitment or an aggregate principal amount outstanding in excess of $20
million (of which the Trustee has received written notice), no payment may be
made upon or in respect of the Senior Subordinated Debt Securities or the
Subordinated Debt Securities, as the case may be, until such default shall have
been cured or waived. By reason of such subordination, in the event of
insolvency of the Company, holders of Senior Indebtedness of the Company may
receive more, ratably, and holders of the Senior Subordinated Debt Securities or
Subordinated Debt Securities, as applicable, having a claim pursuant to the
Senior Subordinated Debt Securities or Subordinated Debt Securities, as
applicable, may receive less, ratably, than the other creditors of the Company.
Such subordination will not prevent the occurrence of any event of default (an
"Event of Default") in respect of the Senior Subordinated Debt Securities or the
Subordinated Debt Securities. The applicable Prospectus Supplement may modify or
set forth additional rights that holders of Senior Indebtedness may have against
holders of Senior Subordinated Debt Securities and Subordinated Debt Securities.

If the Company offers Debt Securities, the applicable Prospectus Supplement
will set forth the aggregate amount of outstanding indebtedness, if any, as of
the most recent practicable date that by the terms of such Debt Securities would
be senior to such Debt Securities. The applicable Prospectus Supplement will
also set forth any limitation on the issuance by the Company of any additional
Indebtedness, including Senior Indebtedness.

The Debt Securities will be direct, unsecured obligations of the Company.
Creditors of the Company's subsidiaries are entitled to a claim on the assets of
such subsidiaries. Consequently, in the event of a liquidation or reorganization
of any subsidiary, creditors of the subsidiary are likely to be paid in full
before any distribution is made to the Company and holders of Debt Securities,
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.

EXCHANGE, REGISTRATION, TRANSFER AND PAYMENT

Unless otherwise specified in the applicable Prospectus Supplement, payment
of principal, premium, if any, and any interest on the Debt Securities will be
payable, and the exchange of and the transfer of Debt Securities will be
registerable, at the office of the Trustee or at any other office or agency
maintained by the Company for such purpose subject to the limitations of the
Indenture. Unless otherwise indicated in the applicable Prospectus Supplement,
the Debt Securities will be issued in denominations of U.S. $1,000 or integral
multiples thereof. No service charge will be made for any registration of
transfer or exchange of the Debt Securities, but the Company may require payment
of a sum sufficient to cover any tax or other governmental charge imposed in
connection therewith.

GLOBAL DEBT SECURITIES

The Debt Securities of a series may be issued in the form of one or more
Global Securities (the "Global Securities") that will be deposited with a
Depositary or its nominee identified in the applicable Prospectus Supplement. In
such a case, one or more Global Securities will be issued in a denomination or
aggregate denominations equal to the portion of the aggregate principal amount
of outstanding Debt Securities of the series to be represented by such Global
Security or Securities. Each Global Security will be deposited with such
Depositary or nominee or a custodian therefor and will bear a legend regarding
the restrictions on exchanges and registration of transfer thereof referred to
below and any such other matters as may be provided for pursuant to the
applicable Indenture.

Notwithstanding any provision of the Indenture or any Debt Security
described herein, no Global Security may be transferred to, or registered or
exchanged for Debt Securities registered in the name of, any person or entity
other than the Depositary for such Global Security or any nominee of such
Depositary, and no such transfer may be registered, unless (i) the Depositary
has notified the Company that it is unwilling or

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<PAGE> 9

unable to continue as Depositary for such Global Security or has ceased to be
qualified to act as such as required by the applicable Indenture, (ii) the
Company executes and delivers to the Trustee an order that such Global Security
shall be so transferable, registrable and exchangeable, and such transfers shall
be registrable, or (iii) there shall exist such circumstances, if any, as may be
described in the applicable Prospectus Supplement. All Debt Securities issued in
exchange for a Global Security or any portion thereof will be registered in such
names as the Depositary may direct.

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

Unless otherwise specified in the applicable Prospectus Supplement, Debt
Securities which are to be represented by a Global Security to be deposited with
or on behalf of a Depositary will be represented by a Global Security registered
in the name of such Depositary or its nominee. Upon the issuance of such Global
Security, and the deposit of such Global Security with or on behalf of the
Depositary for such Global Security, the Depositary will credit, on its
book-entry registration and transfer system, the respective principal amounts of
the Debt Securities represented by such Global Security to the accounts of
institutions that have accounts with such Depositary or its nominee
("participants"). The accounts to be credited will be designated by the
underwriters or agents of such Debt Securities or by the Company, if such Debt
Securities are offered and sold directly by the Company. Ownership of beneficial
interests in such Global Security will be limited to participants or persons
that may hold interests through participants. Ownership of beneficial interests
by participants in such Global Security will be shown on, and the transfer of
that ownership interest will be effected only through, records maintained by the
Depositary or its nominee for such Global Security. Ownership of beneficial
interests in such Global Security by persons that hold through participants will
be shown on, and the transfer of that ownership interest within such participant
will be effected only through, records maintained by such participant. The laws
of some jurisdictions require that certain purchasers of securities take
physical delivery of such securities in certificated form. The foregoing
limitations and such laws may impair the ability to transfer beneficial
interests in such Global Securities.

So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or holder of the Debt
Securities represented by such Global Security for all purposes under the
Indenture. Each person owning a beneficial interest in such Global Security must
rely on the procedures of the Depositary and, if such person is not a
participant, on the procedures of the participant through which such person owns
its interest, to exercise any rights of a holder under the Indenture. If the
Company requests any action of holders or if an owner of a beneficial interest
in such Global Security desires to give any notice or take any action a holder
is entitled to give or take under the Indenture, the Depositary will authorize
the participants to give such notice or take such action, and participants would
authorize beneficial owners owning through such participants to give such notice
or take such action or would otherwise act upon the instructions of beneficial
owners owning through them.

Notwithstanding any other provisions to the contrary in the Indenture, the
rights of any holder of a Debt Security to receive payment of principal and
premium, if any, of and interest on such Debt Security, on or after the
respective due dates expressed or provided for in such Debt Security, or to
institute suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of the
holders.

Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal and premium, if any, and interest on Debt Securities registered in
the name of a Depositary of its nominee will be made to the Depositary or its
nominee, as the case may be, as the registered owner or bearer, as the case may
be, of the Global Security representing such Debt Securities. Neither the
Company, the Trustee, any paying agent nor the security registrar for such Debt
Securities will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of the Global Security for such Debt Securities or for maintaining,
supervising or receiving any records relating to such beneficial ownership
interests.

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<PAGE> 10

The Company expects that the Depositary or its nominee, as the case may be,
upon receipt of any payment of principal, premium or interest, will credit
immediately participants' accounts with payments in amounts proportionate to
their respective beneficial interests in the principal amount of the Global
Security for such Debt Securities as shown on the records of such Depositary or
its nominee, subject to the furnishing of such certificates as may be required
in the case of a Global Security in which interests are exchangeable for bearer
securities. The Company also expects that payments by participants to owners of
beneficial interests in such Global Security held through such participants will
be governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers in bearer form or registered
in "street name," and will be the responsibility of such participants. Receipt
by owners of beneficial interests in a temporary Global Security of payments in
respect of such temporary Global Security in such interests are exchangeable for
bearer securities, to the furnishing of certain required certificates.

If the Depositary for a Global Security representing Debt Securities of a
particular series is at any time unwilling or unable to continue as Depositary
and a successor Depositary is not appointed by the Company within 90 days, the
Company will issue Debt Securities of such series in definitive form in exchange
for such Global Security. In addition, the Company may at any time and in its
sole discretion determine not to have the Debt Securities of a particular series
represented by one or more Global Securities and, in such event, will issue Debt
Securities of such series in definitive form in exchange for all of the Global
Securities representing Debt Securities of such series.

COVENANTS

Limitation on Liens

Except as set forth in the applicable Prospectus Supplement, the Indenture
will provide that, with respect to each series of Debt Securities, the Company
will not, nor will it permit any of its Subsidiaries to, create, incur, or
permit to exist, any Lien on any of their respective properties or assets,
whether now owned or hereafter acquired, or upon any income or profits
therefrom, without effectively providing that such series of Debt Securities
shall be equally and ratably secured until such time as such Indebtedness is no
longer secured by such Lien, except: (i) Liens existing as of the date of the
Indenture (the "Closing Date"); (ii) Liens granted after the Closing Date on any
assets or properties of the Company or any of its Subsidiaries securing
Indebtedness of the Company created in favor of the holders of such series;
(iii) Liens securing Indebtedness of the Company which is incurred to extend,
renew or refinance Indebtedness which is secured by Liens permitted to be
incurred under the Indenture; provided that such Liens do not extend to or cover
any property or assets of the Company or any of its Subsidiaries other than the
property or assets securing the Indebtedness being refinanced and that the
principal amount of such Indebtedness does not exceed the principal amount of
the Indebtedness being refinanced; (iv) Permitted Liens; and (v) Liens created
in substitution of or as replacements for any Liens permitted by the preceding
clauses (i) through (iv), provided that, based on a good faith determination of
an officer of the Company, the property or asset encumbered under any such
substitute or replacement Lien is substantially similar in nature to the
property or asset encumbered by the otherwise permitted Lien which is being
replaced.

Notwithstanding the foregoing, the Company and any Subsidiary of the
Company may, without securing any series of Debt Securities, create, incur or
permit to exist Liens which would otherwise be subject to the restrictions set
forth in the preceding paragraph, if after giving effect thereto and at the time
of determination, Exempted Debt does not exceed 10% of Consolidated Net Assets.

Limitation on Sale and Lease-Back Transactions

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<PAGE> 11

unless (a) the Company or such Subsidiary would be entitled under the
"Limitation on Liens" covenant above to create, incur or permit to exist a Lien
on the assets to be leased in an amount at least equal to the Attributable Value
in respect of such transaction without equally and ratably securing the Debt
Securities of that series, or (b) the proceeds of the sale of the assets to be
leased are at least equal to their fair market value and the proceeds are
applied to the purchase, acquisition, construction or refurbishment of assets or
to the repayment of Indebtedness of the Company or any of its Subsidiaries which
by its terms matures not earlier than one year after the date of such repayment.

CERTAIN DEFINITIONS

Except as set forth in the applicable Prospectus Supplement, the following
terms shall have the meanings set forth below.

"Attributable Value" means in connection with a sale and lease-back
transaction the lesser of (a) the fair market value of the assets subject to
such transaction and (b) the present value (discounted at a rate per annum equal
to the rate of interest implicit in the lease involved in such sale and
lease-back transaction, as determined in good faith by the Company) of the
obligations of the lessee for rental payments during the term of the related
lease.

"Consolidated Net Assets" means as of any particular time the aggregate
amount of assets after deducting therefrom all current liabilities except for
(a) short term borrowings, (b) current maturities of long-term debt and (c)
current maturities of obligations under capital leases, all as set forth on the
most recent consolidated balance sheet of the Company and its consolidated
Subsidiaries and computed in accordance with GAAP.

"Exempted Debt" means the sum of the following as of the date of
determination: (i) Indebtedness of the Company incurred after the applicable
Closing Date and secured by Liens not otherwise permitted by the first sentence
under Limitation on Liens above, and (ii) the Attributable Value of outstanding
leases in respect of sale and lease-back transactions entered into after the
Closing Date, other than sale and lease-back transactions permitted by the
"Limitation on Sale and Lease-Back Transactions" covenant above. For purposes of
determining whether or not a sale and lease-back transaction is "permitted" by
the "Limitation on Sale and Lease-Back Transactions" covenant above, the last
paragraph under "Limitation on Liens" above (creating an exception for Exempted
Debt) will be disregarded.

"GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are applicable from time to time.

"Indebtedness" of a person means all obligations which would be treated as
liabilities upon a balance sheet of such person prepared on a consolidated basis
in accordance with GAAP.

"Lien" means any lien, security interest, charge or encumbrance of any
kind.

"Permitted Liens" means (i) Liens on accounts receivable, inventory,
patents, trademarks, trade names and other intangible assets, securing
Indebtedness of the Company or any Subsidiary of the Company; (ii) Liens on
assets located outside the United States of America; (iii) Liens on any asset of
the Company or any Subsidiary of the Company created solely to secure
obligations incurred to finance the refurbishment, improvement or construction
of such asset, which obligations are incurred no later than 12 months after
completion of such refurbishment, improvement or construction, and all renewals,
extensions, refinancings, replacements or refundings of such obligations;
(iv)(a) Liens given to secure the payment of the purchase price incurred in
connection with the acquisition (including acquisition through merger or
consolidation) of property (including shares of stock), including capital lease
transactions in connection with any such acquisition, and (b) Liens existing on
property at the time of acquisition thereof or at the time of acquisition by the
Company or a Subsidiary of the Company of any person then owning such property
whether or not such existing Liens were given to secure the payment of the
purchase price of the property to which they attach; provided that, with respect
to clause (a), the Liens shall be given within 12 months after such acquisition
and

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<PAGE> 12

shall attach solely to the property acquired or purchased and any improvements
then or thereafter placed thereon; (v) Liens in favor of customs and revenue
authorities arising as a matter of law to secure payment of customs duties in
connection with the importation of goods; (vi) Liens upon specific items of
goods and proceeds of any person securing such person's obligations in respect
of bankers' acceptances issued or created for the account of such person to
facilitate the purchase, shipment or storage of such inventory or other goods;
(vii) Liens securing reimbursement obligations with respect to letters of credit
that encumber documents and other property relating to such letters of credit
and the products and proceeds thereof; (viii) Liens on life insurance policies
granted to secure Indebtedness of the Company or any Subsidiary of the Company
against the cash surrender value thereof; (ix) Liens encumbering customary
initial deposits and margin deposits and other Liens in the ordinary course of
business, in each case securing Indebtedness of the Company under interest swap
obligations and currency agreements and forward contract, option, futures
contracts, futures options or similar agreements or arrangements designed to
protect the Company or any of its Subsidiaries from fluctuations in interest
rates, currency exchange rates or the price of commodities; (x) Liens arising
out of conditional sale, title retention, consignment or similar arrangements
for the sale of goods entered into by the Company or any of its Subsidiaries in
the ordinary course of business; (xi) statutory liens and rights of offset and
setoff arising or granted in the ordinary course of business of the Company and
its Subsidiaries; (xii) Liens arising in connection with industrial development
bonds or other industrial development, pollution control or tax favored
financing transactions; (xiii) Liens for taxes, assessments, governmental
charges or claims which are being contested in good faith by appropriate
proceedings, promptly instituted and diligently conducted, if a reserve or other
appropriate provision, if any, as shall be required in conformity with GAAP
shall have been made therefor; (xiv) statutory Liens of landlords and carriers',
warehousemen's, mechanics', suppliers', materialmen's, repairmen's, or other
like Liens arising in the ordinary course of business and with respect to
amounts not yet delinquent or being contested in good faith by appropriate
process of law, if a reserve or other appropriate provision, if any, as shall be
required by GAAP shall have been made therefor; and (xv) Liens in favor of the
Company or any Subsidiary of the Company.

"Subsidiary" of any person means (i) a corporation a majority of whose
capital stock with voting power, under ordinary circumstances, to elect
directors is at the time, directly or indirectly, owned by such person or by
such person and a subsidiary or subsidiaries of such person or by a subsidiary
or subsidiaries of such person or (ii) any other person (other than a
corporation) in which such person or such person and a subsidiary or
subsidiaries of such person or a subsidiary or subsidiaries of such persons, at
the time, directly or indirectly, owns at least a majority voting interest under
ordinary circumstances.

CERTAIN OTHER COVENANTS

Unless otherwise indicated in this Prospectus or a Prospectus Supplement,
the Debt Securities will not have the benefit of any covenants that limit or
restrict the business or operations of the Company or any of its Subsidiaries,
the pledging of the assets of the Company or any of its Subsidiaries or the
incurrence of indebtedness by the Company or any of its Subsidiaries.

With respect to any series of Senior Subordinated Debt Securities, the
Company will agree not to issue indebtedness which is, expressly by its terms,
subordinated in right of payment to any other indebtedness of the Company and
which is not expressly made pari passu with, or subordinate and junior in right
of payment to, the Senior Subordinated Debt Securities.

The applicable Prospectus Supplement will describe any material covenants
in respect of a series of Debt Securities. Other than the covenants of the
Company included in the Indenture as described above or as described in the
applicable Prospectus Supplement, there are no covenants or other provisions in
the Indenture providing for a put or increased interest or otherwise that would
afford holders of Debt Securities additional protection in the event of a
recapitalization transaction, a change of control of the Company or a highly
leveraged transaction.

CONSOLIDATION, MERGER AND SALE OF ASSETS

Except as set forth in the applicable Prospectus Supplement, the Indenture
will provide that the Company shall not consolidate or merge with or into, or
sell, assign, transfer, lease, convey or otherwise

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<PAGE> 13

dispose of all or substantially all of its assets to, any person unless (a) the
person formed by or surviving any such consolidation or merger (if other than
the Company), or to which such sale, assignment, transfer, lease, conveyance or
other disposition shall have been made, is a corporation organized and existing
under the laws of the United States of America, any state thereof or the
District of Columbia; (b) the person formed by or surviving any such
consolidation or merger (if other than the Company), or to which such sale,
assignment, transfer, lease, conveyance or other disposition shall have been
made, assumes all the obligations of the Company under the Debt Securities and
the Indenture; and (c) immediately after such transaction, and giving effect
thereto, no Default (as defined in the Indenture) or Event of Default shall have
occurred and be continuing. Notwithstanding the foregoing, the Company may merge
with another person or acquire by purchase or otherwise all or any part of the
property or assets of any other corporation or person in a transaction in which
the surviving entity is the Company.

EVENTS OF DEFAULT

Unless otherwise specified in the applicable Prospectus Supplement, the
following will constitute Events of Default under the Indenture with respect to
Debt Securities of any series: (a) failure to pay principal of any Debt Security
of that series when due and payable at maturity, upon acceleration, redemption
or otherwise; (b) failure to pay any interest on any Debt Security of that
series when due, and the Default continues for 30 days; (c) any other Event of
Default, as defined in the Debt Securities of that series, occurs and is
continuing; (d) the Company fails to comply with any of its other agreements in
the Debt Securities of that series or in the Indenture with respect to that
series and the Default continues for the period and after the notice provided
therein (and described below); and (e) certain events of bankruptcy, insolvency
or reorganization. A Default under clause (d) above is not an Event of Default
with respect to a particular series of Debt Securities until the Trustee or the
holders of at least 25% in principal amount of the then outstanding Debt
Securities of that series notify the Company of the Default and the Company does
not cure the Default within 30 days after receipt of the notice. The notice must
specify the Default, demand that it be remedied and state that the notice is a
"Notice of Default."

If an Event of Default with respect to outstanding Debt Securities of any
series (other than an Event or Default relating to certain events of bankruptcy,
insolvency or reorganization, in which case the unpaid principal amount of, and
any accrued and unpaid interest on, all Debt Securities of that series are due
and payable immediately) shall occur and be continuing, either the Trustee or
the holders of at least 25% in principal amount of the outstanding Debt
Securities of that series by notice, as provided in the Indenture, may declare
the unpaid principal amount (or, if the Debt Securities of that series are
Original Issue Discount Securities, such lesser amount as may be specified in
the terms of that series) of, and any accrued and unpaid interest on, all Debt
Securities of that series to be due and payable immediately. However, at any
time after a declaration of acceleration with respect to Debt Securities of any
series has been made, but before a judgment or decree based on such acceleration
has been obtained, the holders of a majority in principal amount of the
outstanding Debt Securities of that series may, under certain circumstances,
rescind and annul such acceleration. For information as to waiver of defaults,
see "Amendment, Supplement and Waiver" below.

The Indenture will provide that, subject to the duty of the Trustee during
an Event of Default to act with the required standard of care, the Trustee will
be under no obligation to exercise any of its rights or powers under the
applicable Indenture at the request or direction of any of the holders, unless
such holders shall have offered to the Trustee reasonable security or indemnity.
Subject to certain provisions, including those requiring security or
indemnification of the Trustee, the holders of a majority in principal amount of
the outstanding Debt Securities of any series will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Debt Securities of that series.

The Company will be required to furnish to the Trustee under the Indenture
annually a statement as to the performance by the Company of its obligations
under that Indenture and as to any default in such performance.

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<PAGE> 14

DISCHARGE OF INDENTURE AND DEFEASANCE

Except as otherwise set forth in the applicable Prospectus Supplement, the
Company may terminate its obligations under the Debt Securities of any series
and the Indenture when (i) all outstanding Debt Securities of such series have
been delivered (other than destroyed, lost or stolen Debt Securities of such
series which have not been replaced or paid) to the Trustee for cancellation or
(ii) all outstanding Debt Securities of any series have become due and payable,
and the Company irrevocably deposits with the Trustee funds or U.S. government
obligations in an amount certified to be sufficient (without reinvestment
thereof) to pay at maturity all outstanding Debt Securities of such series,
including all interest thereon (other than destroyed, lost or stolen Debt
Securities of such series which have not been replaced or paid), and in either
case the Company has paid all other sums payable under the Indenture. In
addition, the Company may terminate substantially all its obligations under the
Debt Securities of any series and the Indenture (a) if the Company deposits or
causes to be deposited with the Trustee in trust an amount of cash or U.S.
government obligations maturing as to principal and interest in such amounts and
at such times as are certified to be sufficient to pay principal of and interest
on the then outstanding Debt Securities of such series to maturity or
redemption, as the case may be, (b) such deposit will not result in a breach of,
or constitute a Default under, the Indenture, (c) no Default or Event of Default
shall have occurred and be continuing on the date of deposit and no bankruptcy
Event of Default or event which with the giving of notice or the lapse of time
would become a bankruptcy Event of Default shall have occurred and be continuing
on the 91st day after such date, (d) if the Company delivers to the Trustee an
opinion of counsel to the effect that the Company has received from, or there
has been published by, the United States Internal Revenue Services a ruling, or
there has been a change in tax law, in either case to the effect that the
holders of the Debt Securities of such series will not recognize income, gain or
loss for Federal income tax purposes as a result of the Company's exercise of
such option and shall be subject to Federal income tax on the same amounts and
in the same manner and at the same times as would have been the case if such
option had not been exercised and (e) certain other conditions are met.

The Company shall be released from its obligations with respect to the
covenants described under "Covenants" and "Certain Other Covenants" (including
covenants described in a Prospectus Supplement) and any Event of Default
occurring because of a default with respect to such covenants if (a) the Company
deposits or causes to be deposited with the Trustee in trust an amount of cash
or U.S. government obligations certified to be sufficient to pay and discharge
when due the entire unpaid principal of and interest on all outstanding Debt
Securities of any series (b) such deposit will not result in a breach of, or
constitute a Default under, the Indenture, (c) no Default or Event of Default
shall have occurred and be continuing on the date of deposit and no bankruptcy
Event of Default or event which with the giving of notice or the lapse of time
would become a bankruptcy Event of Default shall have occurred and be continuing
on the 91st day after such date, (d) if the Company delivers to the Trustee an
opinion of counsel to the effect that the holders of the Debt Securities of such
series will not recognize income, gain or loss for Federal income tax purposes
as a result of the Company's exercise of such option and shall be subject to
Federal income tax on the same amounts and in the same manner and at the same
times as would have been the case if such option had not been exercised and (e)
certain other conditions are met. The obligations of the Company under the
Indenture with respect to the Debt Securities of such series, other than with
respect to the covenants and Events of Default referred to above, shall remain
in full force and effect.

Notwithstanding the foregoing, no discharge or defeasance described above
shall affect the following obligations to or rights of the holders of any series
of Debt Securities: (i) rights of registration of transfer and exchange of Debt
Securities of such series, (ii) rights of substitution of mutilated, defaced,
destroyed, lost or stolen Debt Securities of such series, (iii) rights of
holders of Debt Securities of such series to receive payments of principal
thereof and premium, if any, and interest thereon when due and to receive
mandatory sinking fund payments thereon when due, if any, (iv) the rights,
obligations, duties and immunities of the Trustee, (v) rights of holders of Debt
Securities of such series as beneficiaries with respect to property deposited
with the Trustee and payable to all or any of them, and (vi) the obligations of
the Company to maintain an office or agency in respect of the Debt Securities of
such series.

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TRANSFER AND EXCHANGE

A holder may transfer or exchange Debt Securities in accordance with the
Indenture. The Registrar may require a holder, among other things, to furnish
appropriate endorsements and transfer documents, and to pay any taxes and fees
required by law or permitted by the Indenture. The Registrar is not required to
transfer or exchange any Debt Security selected for redemption or any Debt
Security for a period of 15 days before a selection of Debt Security to be
redeemed.

The registered holder of a Debt Security may be treated as the owner of it
for all purposes.

AMENDMENT, SUPPLEMENT AND WAIVER

Subject to certain exceptions, the terms of the Indenture or the Debt
Securities may be amended or supplemented by the Company and the Trustee with
the written consent of the holders of at least a majority in principal amount of
such then outstanding Debt Securities of each series affected by the amendment
with each series voting as a separate class and any existing Default may be
waived with the consent of the holders of at least a majority in principal
amount of the then outstanding Debt Securities of such series. Without the
consent of any holder of the Debt Securities, the Company and the Trustee may
amend the terms of the Indenture or the Debt Securities to cure any ambiguity,
defect or inconsistency, to provide for the assumption of the Company's
obligations to holders of the Debt Securities by a successor corporation, to
provide for uncertificated Debt Securities in addition to certificated Debt
Securities, to make any change that does not adversely affect the rights of any
holder of the Debt Securities in any material respect, to add to the covenants
of the Company or take any other action for the benefit of the holders of the
Debt Securities or to comply with any requirement of the Commission in
connection with the qualification of the Indenture under the TIA. Without the
consent of each holder of Debt Securities affected, the Company may not reduce
the principal amount of Debt Securities the holders of which must consent to an
amendment, supplement or waiver of any provision of the Indenture; reduce the
rate or extend the time for payment of interest on any Debt Security; reduce the
principal of or change the fixed maturity of any Debt Securities; change the
date on which any Debt Security may be subject to redemption or repurchase, or
reduce the redemption or repurchase price therefor; make any Debt Security
payable in currency other than that stated in the Debt Security; modify or
change any provision of the Indenture affecting the subordination or ranking of
any Debt Security in a manner which adversely affects the holder thereof; impair
the right of any holder to institute suit for the enforcement of any payment in
or with respect to any such Debt Security; or make any change in the foregoing
amendment provisions which require each holder's consent.

The consent of the holders of Debt Securities is not necessary to approve
the particular form of any proposed amendment to any Indenture. It is sufficient
if any consent approves the substance of the proposed amendment.

REPLACEMENT SECURITIES

Any mutilated certificate representing a Debt Security or a certificate
representing a Debt Security with a mutilated coupon appertaining thereto will
be replaced by the Company at the expense of the holder thereof upon surrender
of such certificate to the Trustee. Certificates representing Debt Securities or
coupons that become destroyed, stolen or lost will be replaced by the Company at
the expense of the holder upon delivery to the Company and the Trustee of
evidence of any destruction, loss or theft thereof satisfactory to the Company
and the Trustee (provided that the Company or the Trustee has not been notified
that such certificate or coupon has been acquired by a bona fide purchaser); in
the case of any coupon which becomes destroyed, stolen or lost, such coupon will
be replaced by issuance of a new certificate representing the Debt Security in
exchange for the certificate representing the Debt Security to which such coupon
appertains. In the case of a destroyed, lost or stolen certificate representing
the Debt Security or coupon, an indemnity satisfactory to the Trustee and the
Company may be required at the expense of the holder of such Debt Security
before a replacement certificate will be issued.

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GOVERNING LAW

The Indenture, the Debt Securities and any coupons are governed by, and
will be construed in accordance with the internal laws of, the State of New
York.

REGARDING THE TRUSTEES

The Trustee with respect to any series of Debt Securities will be
identified in the Prospectus Supplement relating to such Debt Securities. The
Indenture and provisions of the TIA incorporated by reference therein contain
certain limitations on the rights of the Trustee, should it become a creditor of
the Company, to obtain payment of claims in certain cases, or to realize on
certain property received in respect of any such claim, as security or
otherwise. The Trustee and its affiliates may engage in, and will be permitted
to continue to engage in, other transactions with the Company and its
affiliates; provided, however, that if it acquires any conflicting interest (as
defined in the TIA), it must eliminate such conflict or resign.

The holders of a majority in principal amount of the then outstanding Debt
Securities of any series will have the right to direct the time, method and
place of conducting any proceeding for exercising any remedy available to the
Trustee. The TIA and the Indenture provide that in case an Event of Default
shall occur (and be continuing), the Trustee will be required, in the exercise
of its rights and powers, to use the degree of care and skill of a prudent man
in the conduct of his own affairs. Subject to such provision, the Trustee will
be under no obligation to exercise any of its rights or powers under the
Indenture at the request of any of the holders of the Debt Securities issued
thereunder, unless they have offered to the Trustee indemnity satisfactory to
it.

PLAN OF DISTRIBUTION

The Company may sell the Debt Securities to one or more underwriters for
public offering and sale by them and may also sell the Debt Securities to
investors directly or through agents. Any such underwriter or agent involved in
the offer and sale of Debt Securities will be named in the applicable Prospectus
Supplement. The Company has reserved the right to sell or exchange Debt
Securities directly to investors on its own behalf in those jurisdictions where
and in such manner as it is authorized to do so.

The distribution of the Debt Securities may be effected from time to time
in one or more transactions at a fixed price or prices, which may be changed, or
at market prices prevailing at the time of sale, at prices related to such
prevailing market prices, or at negotiated prices. The Company may also, from
time to time, authorize dealers, acting as the Company's agents, to offer and
sell Debt Securities upon the terms and conditions as are set forth in the
applicable Prospectus Supplement. In connection with the sale of Debt
Securities, underwriters may receive compensation from the Company in the form
of underwriting discounts or commissions and may also receive commissions from
purchasers of the Debt Securities for whom they may act as agent. Underwriters
may sell Debt Securities to or through dealers, and such dealers may receive
compensation in the form of discounts, concessions or commissions from the
underwriters and/or commissions from the purchasers for whom they may act as
agent. Any such underwriter, dealer or agent will be identified, and any such
compensation received from the Company will be described, in the Prospectus
Supplement. Unless otherwise indicated in a Prospectus Supplement, an agent will
be acting on a best efforts basis and a dealer will purchase Debt Securities as
a principal, and may then resell such Debt Securities at varying prices to be
determined by the dealer.

Any underwriting compensation paid by the Company to underwriters or agents
in connection with the offering of Debt Securities, and any discounts,
concessions or commissions allowed by underwriters to participating dealers,
will be set forth in the applicable Prospectus Supplement. Dealers and agents
participating in the distribution of Debt Securities may be deemed to be
underwriters, and any discounts and commissions received by them and any profit
realized by them on resale of the Securities may be deemed to be underwriting
discounts and commissions. Underwriters, dealers and agents may be entitled,
under agreements entered into with the Company, to indemnification against and
contribution toward certain civil

15
<PAGE> 17

liabilities, including liabilities under the Securities Act, and to
reimbursement by the Company for certain expenses.

To facilitate an offering of a series of Debt Securities, certain persons
participating in the offering may engage in transactions that stabilize,
maintain, or otherwise affect the price of the Debt Securities. This may include
over-allotments or short sales of the Debt Securities, which involves the sale
by persons participating in the offering of more Debt Securities than have been
sold to them by the Company. In such circumstances, such persons would cover
such over-allotments or short positions by purchasing in the open market or by
exercising the over-allotment option granted to such persons. In addition, such
persons may stabilize or maintain the price of the Debt Securities by bidding
for or purchasing Debt Securities in the open market or by imposing penalty
bids, whereby selling concessions allowed to dealers participating in any such
offering may be reclaimed if Debt Securities sold by them are repurchased in
connection with stabilization transactions. The effect of these transactions may
be to stabilize or maintain the market price of the Debt Securities at a level
above that which might otherwise prevail in the open market. Such transactions,
if commenced, may be discontinued at any time.

Certain of the underwriters, dealers or agents and their associates may
engage in transactions with and perform investment banking, financial advisory
and other services for the Company and its subsidiaries and affiliates in the
ordinary course of business, including refinancing of the Company's
indebtedness.

LEGAL MATTERS

The validity of the Debt Securities offered hereby will be passed upon for
the Company by Winston & Strawn, Chicago, Illinois. Certain legal matters may be
passed upon for any agents or underwriters by counsel for such agents or
underwriters identified in the applicable Prospectus Supplement.

EXPERTS

The audited financial statements and schedule of the Company as of December
31, 1996 and 1995, and for each of the years in the three year period ended
December 31, 1996, incorporated by reference into this Prospectus have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their reports with respect thereto, and are included herein in reliance upon
authority of said firm as experts in giving said reports.

The audited historical consolidated financial statements of Masland
Corporation as of June 30, 1995 and July 1, 1994 and for each of the three years
in the period ended June 30, 1995 included on pages 2 through 22 of the
Company's Form 8-K dated June 27, 1996, which is incorporated herein by
reference, have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting.

16
<PAGE> 18

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

NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS AND
ANY PROSPECTUS SUPPLEMENT, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY OF THE UNDERWRITERS. THIS PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT DO NOT
CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THOSE TO WHICH THEY RELATE OR
AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, TO ANY PERSON IN ANY
JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE
DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF.

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

TABLE OF CONTENTS

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

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

The Company........................... 3

Cautionary Statements for Purposes of
the "Safe Harbor" Provisions of the
Private Securities Litigation Reform
Act
of 1995............................. 3

Use of Proceeds....................... 3

Ratio of Earnings to Fixed Charges.... 3

General Description of Debt
Securities.......................... 4

Plan of Distribution.................. 15

Legal Matters......................... 16

Experts............................... 16
</TABLE>

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

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

PROSPECTUS
----------------------

LEAR CORPORATION LOGO
$400,000,000
SENIOR DEBT SECURITIES
SENIOR SUBORDINATED DEBT SECURITIES
SUBORDINATED DEBT SECURITIES
, 1997

======================================================
<PAGE> 19

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth all fees and expenses payable by the
Registrant in connection with the issuance and distribution of the securities
being registered hereby (other than underwriting discounts and commissions). All
of such expenses, except the SEC filing fee, are estimated.

<TABLE>
<S> <C>
SEC filing fee.............................................. $118,000
Rating agency fees.......................................... 150,000
Trustee fees and expenses (including counsel fees).......... 25,000
Blue Sky fees (including counsel fees)...................... 5,000
Legal fees and expenses..................................... 100,000
Accounting fees and expenses................................ 100,000
Printing and engraving...................................... 125,000
Miscellaneous............................................... 27,000
--------
Total..................................................... $650,000
========
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Registrant is a Delaware corporation. Reference is made to Section 145
of the Delaware General Corporation Law, as amended (the "GCL"), which provides
that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation), by reason of the fact that
such person is or was a director, officer, employee or agent of the corporation,
or is or was serving at its request in such capacity of another corporation or
business organization against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that such
person's conduct was unlawful. A Delaware corporation may indemnify officers and
directors in an action by or in the right of a corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him
against the expenses (including attorneys' fees) that such officer or director
actually and reasonably incurred.

Reference is also made to Section 102(b)(7) of the GCL, which permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the GCL or (iv) for any transaction from which the director
derived an improper personal benefit.

The certificate of incorporation of the Registrant provides for the
elimination of personal liability of a director for breach of fiduciary duty as
permitted by Section 102(b)(7) of the GCL and the by-laws of the Registrant
provide that the Registrant shall indemnify its directors and officers to the
full extent permitted by Section 145 of the GCL.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

A list of exhibits is set forth on the Index to Exhibits.

II-1
<PAGE> 20

ITEM 17. UNDERTAKINGS

1. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by 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 them is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

2. The undersigned Registrant hereby undertakes that:

(a) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act of 1933 shall be deemed to be part
of this registration statement as of the time it was declared effective.

(b) For purposes of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
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) For purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this 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.

3. The undersigned Registrant hereby undertakes:

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

(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

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

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

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities

II-2
<PAGE> 21

offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

provided, however, that the undertakings set forth in paragraphs (1)(i) and
(1)(ii) above do not apply if the registration statement is on Form S-3 or Form
F-3 and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this Registration Statement.

(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.

II-3
<PAGE> 22

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Southfield, State of Michigan on December 23, 1997.

LEAR CORPORATION

By: /s/ KENNETH L. WAY

------------------------------------
Kenneth L. Way
Chairman of the Board and
Chief Executive Officer

Each person whose signature appears below hereby severally constitutes and
appoints Kenneth L. Way, James H. Vandenberghe and Donald J. Stebbins, and each
of them singly, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, to sign for him or her and in his
or her name, place and stead in any and all capacities indicated below, the
Registration Statement on Form S-3 filed herewith, and any and all pre-effective
and post-effective amendments to said Registration Statement, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary fully to all
intents and purposes as he or she might or could do in person thereby ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or
their or his or her substitute, may lawfully do or cause to be done by virtue
hereof.

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

<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<C> <S> <C>

/s/ KENNETH L. WAY Chairman of the Board and Chief Executive December 23, 1997
- ------------------------------------ Officer (Principal Executive Officer)
Kenneth L. Way

/s/ ROBERT E. ROSSITER President and Chief Operating Officer -- December 23, 1997
- ------------------------------------ International Operations and Director
Robert E. Rossiter

/s/ JAMES H. VANDENBERGHE President and Chief Operating Officer -- December 23, 1997
- ------------------------------------ North American Operations and Director
James H. Vandenberghe

/s/ DONALD J. STEBBINS Senior Vice President and Chief Financial December 23, 1997
- ------------------------------------ Officer (Principal Financial and Principal
Donald J. Stebbins Accounting Officer)

/s/ LARRY W. MCCURDY Director December 23, 1997
- ------------------------------------
Larry W. McCurdy

/s/ GIAN ANDREA BOTTA Director December 23, 1997
- ------------------------------------
Gian Andrea Botta

/s/ IRMA B. ELDER Director December 23, 1997
- ------------------------------------
Irma B. Elder
</TABLE>

II-4
<PAGE> 23
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<C> <S> <C>
/s/ ROY E. PARROTT Director December 23, 1997
- ------------------------------------
Roy E. Parrott

/s/ ROBERT W. SHOWER Director December 23, 1997
- ------------------------------------
Robert W. Shower

/s/ DAVID P. SPALDING Director December 23, 1997
- ------------------------------------
David P. Spalding

/s/ JAMES A. STERN Director December 23, 1997
- ------------------------------------
James A. Stern
</TABLE>

II-5
<PAGE> 24

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------- -------
<C> <C> <S>

*1.1 -- Form of Underwriting Agreement.
4.1 -- Form of Indenture relating to the Senior Debt Securities.
4.2 -- Form of Indenture relating to the Subordinated Debt
Securities.
5.1 -- Opinion of Winston & Strawn, special counsel to Lear.
12.1 -- Computation of ratio of earnings to fixed charges.
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of Price Waterhouse LLP, with respect to the Masland
Financial Statements.
23.3 -- Consent of Winston & Strawn (included in Exhibit 5.1).
24.1 -- Powers of Attorney (included on the signature pages hereto).
*25.1 -- Statement of Eligibility of Trustee
</TABLE>

- -------------------------
* To be filed by a report on Form 8-K or another report under the Exchange Act.

II-6

<PAGE> 1
EXHIBIT 4.1

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

INDENTURE

Dated as of , 199
------------- --

between

LEAR CORPORATION,
as Issuer

and

-----------------------,
as Trustee

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

Senior Notes

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

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

<PAGE> 2

Contents, p. 1

TABLE OF CONTENTS

Page
----
<S> <C>

ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE......................................................1
SECTION 1.01. Definitions.......................................................................1
SECTION 1.02. Other Definitions.................................................................6
SECTION 1.03. Incorporation by Reference of Trust Indenture Act.................................6
SECTION 1.04. Rules of Construction.............................................................6

ARTICLE II

THE SECURITIES..................................................................................6
SECTION 2.01. Unlimited in Amount, Issuable in Series, Form and Dating..........................6
SECTION 2.02. Execution and Authentication......................................................9
SECTION 2.03. Registrar and Paying Agent.......................................................10
SECTION 2.04. Paying Agent to Hold Assets in Trust.............................................11
SECTION 2.05. Holder Lists.....................................................................11
SECTION 2.06. Registration of Transfer and Exchange. ..........................................11
SECTION 2.07. Replacement Securities...........................................................12
SECTION 2.08. Outstanding Securities...........................................................12
SECTION 2.09. Treasury Securities..............................................................13
SECTION 2.10. Temporary Securities.............................................................13
SECTION 2.11. Cancellation.....................................................................13
SECTION 2.12. CUSIP Numbers....................................................................13
SECTION 2.13. Defaulted Interest...............................................................13

ARTICLE III

REDEMPTION.....................................................................................14
SECTION 3.01. Notices to Trustee...............................................................14
SECTION 3.02. Selection of Securities to Be Redeemed. .........................................14
SECTION 3.03. Notice of Redemption.............................................................15
SECTION 3.04. Effect of Notice of Redemption...................................................15
SECTION 3.05. Deposit of Redemption Price......................................................15
SECTION 3.06. Securities Redeemed in Part......................................................16

</TABLE>

<PAGE> 3

<TABLE>
<CAPTION>
Contents, p. 2

<S> <C>
ARTICLE IV
COVENANTS......................................................................................16
SECTION 4.01. Payment of Securities............................................................16
SECTION 4.02. Maintenance of Office or Agency..................................................16
SECTION 4.03. SEC Reports......................................................................17
SECTION 4.04. Compliance Certificate...........................................................17
SECTION 4.05. Taxes............................................................................17
SECTION 4.06. Corporate Existence..............................................................17
SECTION 4.07. Limitation on Liens..............................................................17
SECTION 4.08. Limitation on Sale and Lease-Back Transactions...................................18

ARTICLE V

MERGER, ETC....................................................................................18
SECTION 5.01. When Company May Merge, etc......................................................18
SECTION 5.02. Successor Corporation Substituted................................................19

ARTICLE VI

DEFAULTS AND REMEDIES..........................................................................19
SECTION 6.01. Events of Default................................................................19
SECTION 6.02. Acceleration.....................................................................20
SECTION 6.03. Other Remedies...................................................................20
SECTION 6.04. Waiver of Past Defaults..........................................................21
SECTION 6.05. Control by Majority..............................................................21
SECTION 6.06. Limitation on Suits..............................................................21
SECTION 6.07. Rights of Holders To Receive Payment.............................................21
SECTION 6.08. Collection Suit by Trustee.......................................................21
SECTION 6.09. Trustee May File Proofs of Claim.................................................22
SECTION 6.10. Priorities.......................................................................22
SECTION 6.11. Undertaking for Costs............................................................23

ARTICLE VII

TRUSTEE........................................................................................23
SECTION 7.01. Duties of Trustee................................................................23
SECTION 7.02. Rights of Trustee................................................................24
SECTION 7.03. Individual Rights of Trustee.....................................................24
SECTION 7.04. Trustee's Disclaimer.............................................................24
SECTION 7.05. Notice of Defaults...............................................................25
SECTION 7.06. Reports by Trustee to Holders....................................................25

</TABLE>

<PAGE> 4

<TABLE>
<CAPTION>
Contents, p. 3

<S> <C>
SECTION 7.07. Compensation and Indemnity.......................................................25
SECTION 7.08. Replacement of Trustee...........................................................26
SECTION 7.09. Successor Trustee by Merger, Etc. ...............................................27
SECTION 7.10. Eligibility; Disqualification....................................................27
SECTION 7.11. Preferential Collection of Claims Against the Company............................27

ARTICLE VIII

DISCHARGE OF INDENTURE.........................................................................27
SECTION 8.01. Satisfaction and Discharge of Indenture..........................................27
SECTION 8.02. Application of Trust Funds; Indemnification......................................28
SECTION 8.03. Legal Defeasance of Securities of any Series.....................................29
SECTION 8.04. Covenant Defeasance..............................................................30
SECTION 8.05. Repayment to Company.............................................................31

ARTICLE IX

AMENDMENTS, SUPPLEMENTS AND WAIVERS............................................................32
SECTION 9.01. Without Consent of Holders.......................................................32
SECTION 9.02. With Consent of Holders..........................................................32
SECTION 9.03. Compliance with Trust Indenture Act..............................................33
SECTION 9.04. Revocation and Effect of Consents................................................33
SECTION 9.05. Notation on or Exchange of Securities............................................33
SECTION 9.06. Trustee to Sign Amendment, etc...................................................33

ARTICLE X

MISCELLANEOUS..................................................................................34
SECTION 10.01. Trust Indenture Act Controls....................................................34
SECTION 10.02. Notices.........................................................................34
SECTION 10.03. Communication by Holders with Other Holders.....................................35
SECTION 10.04. Certificate and Opinion as to Conditions Precedent.............................35
SECTION 10.05. Statements Required in Certificate or Opinion...................................35
SECTION 10.06. Rules by Trustee and Agents.....................................................35
SECTION 10.07. Legal Holidays..................................................................35
SECTION 10.08. Duplicate Originals.............................................................36
SECTION 10.09. Governing Law...................................................................36
SECTION 10.10. No Adverse Interpretation of Other Agreements...................................36
SECTION 10.11. Successors......................................................................36
SECTION 10.12. Severability....................................................................36
SECTION 10.13. Counterpart Originals...........................................................37

</TABLE>

<PAGE> 5

CROSS-REFERENCE TABLE

Indenture
TIA Section Section
- ----------- ----------
<S> <C>
Section 310(a)(1)..............................................................................................7.10
(a)(2)..............................................................................................7.10
(a)(3)..............................................................................................N.A.
(a)(4)..............................................................................................N.A.
(a)(5)..............................................................................................7.10
(b).................................................................................................7.08; 7.10
(c).................................................................................................N.A.
Section 311(a).................................................................................................7.11
(b).................................................................................................7.11
(c).................................................................................................N.A.
Section 312(a).................................................................................................2.05
(b).................................................................................................10.03
(c).................................................................................................10.03
Section 313(a).................................................................................................7.06
(b)(1)..............................................................................................N.A.
(b)(2)..............................................................................................7.06
(c).............................................................................................7.06; 12.02;
(d).................................................................................................7.06
Section 314(a)(1), (2), (3)....................................................................................4.03
(a)(4)..............................................................................................4.04
(b).................................................................................................N.A
(c)(1)..............................................................................................10.04
(c)(2)..............................................................................................10.04
(c)(3)..............................................................................................N.A.
(d).................................................................................................N.A.
(e).................................................................................................10.05
(f).................................................................................................N.A.
Section 315(a).................................................................................................7.01(b)
(b)...............................................................................................7.05; 10.02
(c).................................................................................................7.01(a)
(d).................................................................................................7.01(c)
(e).................................................................................................6.11
Section 316(a)(last sentence)..................................................................................2.09
(a)(1)(A)...........................................................................................6.05
(a)(1)(B)...........................................................................................6.04
(a)(2)..............................................................................................N.A.
(b).................................................................................................6.07
(c).................................................................................................9.04
Section 317(a)(1)..............................................................................................6.08
</TABLE>

<PAGE> 6

2
<TABLE>
<S> <C>
(a)(2)..............................................................................................6.09
(b).................................................................................................2.04
Section 318(a).................................................................................................10.01
</TABLE>

- -------------------
N.A. means Not Applicable

NOTE: This Cross-Reference Table shall not, for any purpose, be deemed to
be a part of the Indenture.

<PAGE> 7

INDENTURE dated as of __________, 199__, between LEAR CORPORATION, a
Delaware corporation (the "Company"), as issuer, and _________________,
a __________________, as trustee (the "Trustee").

The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its debentures,
notes or other evidences of indebtedness to be issued in one or more series
(the "Securities"), as herein provided, up to such principal amount as may from
time to time be authorized in or pursuant to one or more resolutions of the
Board of Directors or by supplemental indenture.

Each party agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the Holders of each series of the
Securities:

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions.

"Affiliate" means, when used with reference to the Company or another
person, any person directly or indirectly controlling, controlled by, or under
direct or indirect common control with, the Company or such other person, as
the case may be. 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 management or 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 of the
foregoing.

"Agent" means any Registrar, Paying Agent, authenticating agent or
co-Registrar.

"Attributable Value" means, in connection with a sale and lease-back
transaction, the lesser of (a) the fair market value of the assets subject to
such transaction and (b) the present value (discounted at a rate per annum
equal to the rate of interest implicit in the lease involved in such sale and
lease-back transaction, as determined in good faith by the Company) of the
obligations of the lessee for rental payments during the term of the related
lease.

"Board of Directors" means, with respect to any person, the Board of
Directors of a person or any duly authorized committee of such Board
of Directors.

"Board Resolution" means a copy of a resolution certified by the
secretary or an assistant secretary of such person to have been duly
adopted by the Board of Directors of such person

<PAGE> 8
2

or any duly authorized committee thereof and to be in full force and effect on
the date of such certification, and delivered to the Trustee.

"Business Day" means a day that is not a Legal Holiday as defined in
Section 10.07.

"Company" means the party named as such in this Indenture, or any
other obligor under this Indenture, until a successor replaces it
pursuant to this Indenture and thereafter means the successor.

"Consolidated" or "consolidated" means, when used with reference to
any amount, such amount determined on a consolidated basis in accordance with
GAAP, after the elimination of intercompany items.

"Consolidated Net Assets" means, as of any particular time, the
aggregate amount of assets after deducting therefrom all current liabilities
except for (a) short term borrowings, (b) current maturities of long-term
debt and (c) current maturities of obligations under capital leases, all as
set forth on the most recent consolidated balance sheet of the Company and its
consolidated Subsidiaries and computed in accordance with GAAP.

"Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate services business shall be principally
administered, which office at the date of execution of this Indenture is
located at _________________________________________________________________.

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

"Event of Default" has the meaning provided in Section 6.01.

"Exchange Act" means the Securities Exchange Act of 1934, as amended,
or any successor statute.

"Exempted Debt" means the sum of the following as of the date of
determination: (i) Indebtedness of the Company incurred after the date hereof
and secured by Liens not otherwise permitted by the first sentence of Section
4.07 and (ii) the Attributable Value of outstanding leases in respect of sale
and lease-back transactions entered into after the date hereof, other than sale
and lease-back transactions permitted by the limitation on sale and lease-back
transactions set forth under Section 4.08. For purposes of determining whether
or not a sale and lease-back transaction is "permitted" Section 4.08, the last
paragraph of Section 4.07 (creating an exception for Exempted Debt) will be
disregarded.

<PAGE> 9
3

in such other statements by such other entity as have been approved by a
significant segment of the accounting profession, which are applicable from
time to time.

"Global Security" means a Security issued to evidence all or a part of
any series of Securities that is executed by the Company and authenticated
and delivered by the Trustee to a depositary or pursuant to such depositary's
instructions, all in accordance with this Indenture and pursuant to Section
2.01, which shall be registered as to principal and interest in the name of
such depositary or its nominee.

"Holder" means the person in whose name a Security is registered on
the Registrar's books.

"Indebtedness" of a Person means all obligations which would be
treated as liabilities upon a balance sheet of such Person prepared on a
consolidated basis in accordance with GAAP.

"Indenture" means this Indenture, as amended, supplemented or modified
from time to time.

"Lien" means any lien, security interest, charge or encumbrance of any
kind.

"Obligations" means all obligations for principal, premium, interest,
penalties, fees, indemnifications, reimbursements, damages and other
liabilities payable under the documentation governing any Indebtedness.

"Officer" of any person means the Chairman of the Board, the Chief
Executive Officer, the President, any Vice President, the Treasurer, the
Secretary or the Controller of such person.

"Officers' Certificate" means a certificate signed by two Officers or
by an Officer and an Assistant Treasurer, Assistant Secretary or
Assistant Controller of any person.

"Opinion of Counsel" means a written opinion from legal counsel who is
reasonably acceptable to the Trustee. The counsel may be an employee of or
counsel to the Company.

"Original Issue Discount Security" means any Security which provides
that an amount less than its principal amount is due and payable upon
acceleration after an Event of Default.

<PAGE> 10
4

all renewals, extensions, refinancings, replacements or refundings of such
obligations; (iv)(a) Liens given to secure the payment of the purchase price
incurred in connection with the acquisition (including acquisition through
merger or consolidation) of property (including shares of stock), including
capital lease transactions in connection with any such acquisition, and (b)
Liens existing on property at the time of acquisition thereof or at the time of
acquisition by the Company or a Subsidiary of the Company of any person then
owning such property whether or not such existing Liens were given to secure
the payment of the purchase price of the property to which they attach;
provided that, with respect to clause (a), the Liens shall be given within 12
months after such acquisition and shall attach solely to the property acquired
or purchased and any improvements then or thereafter placed thereon; (v) Liens
in favor of customs and revenue authorities arising as a matter of law to
secure payment of customs duties in connection with the importation of goods;
(vi) Liens upon specific items of goods and proceeds of any Person securing
such Person's obligations in respect of bankers' acceptances
issued or created for the account of such Person to facilitate the purchase,
shipment or storage of such inventory or other goods; (vii) Liens securing
reimbursement obligations with respect to letters of credit that encumber
documents and other property relating to such letters of credit and the
products and proceeds thereof; (viii) Liens on life insurance policies granted
to secure Indebtedness of the Company or any Subsidiary of the Company against
the cash surrender value thereof; (ix) Liens encumbering customary initial
deposits and margin deposits and other Liens in the ordinary course of
business, in each case securing Indebtedness of the Company under interest swap
obligations and currency agreements and forward contract, option, futures
contracts, futures options or similar agreements or arrangements designed to
protect the Company or any of its Subsidiaries from fluctuations in interest
rates, currency exchange rates or the price of commodities; (x) Liens arising
out of conditional sale, title retention, consignment or similar arrangements
for the sale of goods entered into by the Company or any of its Subsidiaries in
the ordinary course of business; (xi) statutory Liens and rights of offset and
setoff arising or granted in the ordinary course of business of the Company and
its Subsidiaries; (xii) Liens arising in connection with industrial
development bonds or other industrial development, pollution control or tax
favored financing transactions; (xiii) Liens for taxes, assessments,
governmental charges or claims which are being contested in good faith by
appropriate proceedings, promptly instituted and diligently conducted, if a
reserve or other appropriate provision, if any, as shall be required in
conformity with GAAP shall have been made therefor; (xiv) statutory Liens of
landlords and carriers', warehousemen's, mechanics', suppliers', materialmen's,
repairmen's, or other like Liens arising in the ordinary course of business and
with respect to amounts not yet delinquent or being contested in good faith by
appropriate process of law, if a reserve or other appropriate provision, if
any, as shall be required by GAAP shall have been made therefor; and (xv) Liens
in favor of the Company or any Subsidiary of the Company.

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

"Redemption Date" means, with respect to any Security to be redeemed,
the date fixed for such redemption pursuant to this Indenture.
<PAGE> 11
5

"Redemption Price" has the meaning provided in Section 3.03.

"SEC" means the Securities and Exchange Commission and any government
agency succeeding to its functions.

"Securities" means the means the Securities authenticated and
delivered under this Indenture.

"Securities Act" means the Securities Act of 1933, as amended.

"Subsidiary" of any Person means (i) a corporation a majority of whose
capital stock with voting power, under ordinary circumstances, to elect
directors is at the time, directly or indirectly, owned by such Person or by
such Person and a subsidiary or subsidiaries of such Person or by a subsidiary
or subsidiaries of such Person or (ii) any other Person (other than a
corporation) in which such Person or such Person and a subsidiary or
subsidiaries of such Person or a subsidiary or subsidiaries of such Persons, at
the time, directly or indirectly, own at least a majority voting interest
under ordinary circumstances.

"TIA" means the Trust Indenture Act of 1939 (15 U.S. Code Section
77aaa-77bbbb), as in effect on the date of this Indenture; provided, however,
that in the event the TIA is amended after such date, "TIA" means, to the
extent required by such amendment, the Trust Indenture Act of 1939, as so
amended.

"Trustee" means the party named as such above until a successor
becomes such pursuant to this Indenture and thereafter means or includes each
party who is then a trustee hereunder, and if at any time there is more than
one such party, "Trustee" as used with respect to the Securities of any series
means the Trustee with respect to Securities of that series. If Trustees with
respect to different series of Securities are trustees under this Indenture,
nothing herein shall constitute the Trustees co-trustees of the same trust, and
each Trustee shall be the trustee of a trust separate and apart from any trust
administered by any other Trustee with respect to a different series of
Securities.

"Trust Officer" means any officer in the corporate trust department of
the Trustee or any other officer of the Trustee assigned by the Trustee to
administer this Indenture.

"U.S. Government Obligations" means (i) direct obligations of the
United States of America for the payment of which the full faith and credit of
the United States of America is pledged or (ii) obligations of a person
controlled or supervised by and acting as an agency or instrumentality of the
United States of America, the payment of which is unconditionally guaranteed
as a full faith and credit obligation by the United States of America and which
in either case, are non-callable at the option of the issuer thereof.
<PAGE> 12

SECTION 1.02. Other Definitions.

<TABLE>
<CAPTION>
Defined in
Term Section
---- -----------
<S> <C>
"Bankruptcy Law" . . . . . . . . . . . . . . . . . . . . . . . 6.01
"Custodian" . . . . . . . . . . . . . . . . . . . . . . . . . . 6.01
"Legal Holiday" . . . . . . . . . . . . . . . . . . . . . . . . 10.07
"Paying Agent" . . . . . . . . . . . . . . . . . . . . . . . . 2.03
"Registrar" . . . . . . . . . . . . . . . . . . . . . . . . . . 2.03
</TABLE>

SECTION 1.03. 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:

"indenture securities" means the Securities;

"indenture security holder" means a Holder;

"indenture to be qualified" means this Indenture;

"indenture trustee" or "institutional trustee" means the Trustee; and

"obligor" on the Securities means the Company and any other obligor on
the indenture securities.

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 1.04. Rules of Construction. Unless the context otherwise
requires: (i) a term has the meaning assigned to it; (ii) an accounting term
not otherwise defined has the meaning assigned to it in accordance with GAAP;
(iii) "or" is not exclusive; (iv) words in the singular include the plural, and
in the plural include the singular; (v) provisions apply to successive
events and transactions; and (vi) statements relating to the payment of
principal and interest shall include the payment, premium (if any) and interest.

ARTICLE II

THE SECURITIES
<PAGE> 13

SECTION 2.01. Unlimited in Amount, Issuable in Series, Form and
Dating.

The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited. The Securities
may be issued in one or more series. There shall be established pursuant to a
Board Resolution or an Officers' Certificate pursuant to authority granted
under a Board Resolution or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series:

(a) The title and ranking of such Securities;

(b) The aggregate principal amount of such Securities and any limit
on such aggregate principal amount;

(c) The price (expressed as a percentage of the principal amount
thereof) at which such Securities will be issued and, if other than the
principal amount thereof, the portion of the principal amount thereof
payable upon declaration of acceleration of the maturity thereof;

(d) The date or dates, or the method for determining such date or
dates, on which the principal of such Securities will be payable;

(e) The rate or rates (which may be fixed or variable), or the
method by which such rate or rates shall be determined, at which such
Securities will bear interest, if any;

(f) The date or dates, or the method for determining such date or
dates, from which any such interest will accrue, the dates on which any
such interest will be payable, the record dates for such interest payment
dates, or the method by which such dates shall be determined, the persons
to whom such interest shall be payable, and the basis upon which interest
shall be calculated if other than that of a 360-day year of twelve 30-day
months;

(g) The place or places where the principal of and interest, if any,
on such Securities will be payable, where such Securities may be
surrendered for registration of transfer or exchange and where notices
or demands to or upon the Company in respect of such Securities and this
Indenture may be served;

(h) The period or periods, if any, within which, the price or prices
at which and the other terms and conditions upon which such Securities
may, pursuant to any optional or mandatory redemption provisions, be
redeemed, as a whole or in part, at the option of the Company;

terms and conditions upon which such Securities will be redeemed, repaid or
purchased, as a whole or in part, pursuant to such obligation;

(j) If other than U.S. dollars, the currency or currencies in which
such Securities are denominated and payable, which may be a foreign
currency or units of two or more foreign currencies or a composite currency
or currencies, and the terms and conditions relating thereto;

(k) Whether the amount of payments of principal of (and premium, if
any) or interest, if any, on such Securities may be determined with
reference to an index, formula or other method (which index, formula or
method may, but need not be, based on the yield on or trading price of
other securities, including United States Treasury securities, or on a
currency, currencies, currency unit or units, or composite currency or
currencies) and the manner in which such amounts shall be determined;

(l) Whether the principal of or interest on the Securities of the
series is to be payable, at the election of the Company or a holder
thereof, in a currency or currencies, currency unit or units or composite
currency or currencies other than that in which such Securities are
denominated or stated to be payable, the period or periods within which,
and the terms and conditions upon which, such election may be made, and the
time and manner of, and identity of the exchange rate agent with
responsibility for, determining the exchange rate between the currency or
currencies, currency unit or units or composite currency or currencies in
which such Securities are denominated or stated to be payable and the
currency or currencies, currency unit or units or composite currency or
currencies in which such Securities are to be so payable;

(m) Provisions, if any, granting special rights to the holders of
Securities of the series upon the occurrence of such events as may be
specified;

(n) Any deletions from, modifications of or additions to the Events
of Default or covenants of the Company with respect to Securities of the
series, whether or not such Events of Default or covenants are
consistent with the Events of Default or covenants described herein;

(o) Whether and under what circumstances the Company will pay any
additional amounts on such Securities in respect of any tax, assessment or
governmental charge and, if so, whether the Company will have the option to
redeem such Securities in lieu of making such payment;

applicable laws and regulations), whether any Securities of the series are to
be issuable initially in temporary global form and whether any Securities of
the series are to be issuable in permanent global form with or without
coupons and, if so, whether beneficial owners of interests in any such
permanent Global Security may exchange such interests for Securities of such
series and of like tenor or any authorized form and denomination and the
circumstances under which any such exchanges may occur, if other than in the
manner provided in the Indenture, and, if registered securities of the series
are to be issuable as a Global Security, the identity of the depositary for
such series;

(q) The date as of which any bearer securities of the series and any
temporary Global Security representing outstanding Securities of the series
shall be dated if other than the date of original issuance of the first
security of the series to be issued;

(r) 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, or
the person to whom, any interest on any bearer security of the series shall be
payable, if otherwise than upon presentation and surrender of the coupons
appertaining thereto as they severally mature, and the extent to which, or the
manner in which, any interest payable on a temporary Global Security on an
interest payment date will be paid if other than in the manner provided in the
Indenture;

(s) Whether such Securities will be issued in certificated or book
entry form;

(t) The applicability, if any, of the legal defeasance and covenant
defeasance provisions of the Indenture to the Securities of the series;

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

(v) Any other terms of the series.

SECTION 2.02. Execution and Authentication. Two Officers shall sign
the Securities for the Company by manual or facsimile signature. The Company's
seal shall be reproduced on the Securities and may be in facsimile form.

If an Officer whose signature is on a Security no longer holds that
office at the time the Security is authenticated, the Security shall be valid
nevertheless.
<PAGE> 16

A Security shall not be valid until authenticated by the manual
signature of the Trustee. The signature shall be conclusive evidence that the
Security has been authenticated under this Indenture.

The Trustee shall authenticate Securities for original issue upon a
written order of the Company signed by one Officer of the Company.

The Trustee may appoint an authenticating agent reasonably acceptable
to the Company to authenticate Securities. Unless limited by the terms of such
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. An authenticating agent has the
same rights as an Agent to deal with the Company or an Affiliate of the Company.

If the Company shall establish pursuant to Section 2.01 that the
Securities of a series are to be issued in the form of one or more Global
Securities, then the Company shall execute and the Trustee shall authenticate
and deliver one or more Global Securities that (i) shall represent and shall be
denominated in an amount equal to the aggregate principal amount of all of the
Securities of such series to be issued in the form of Global Securities and not
yet canceled, (ii) shall be registered in the name of the depositary for such
Global Security or Securities or the nominee of such depositary, (iii) shall be
delivered by the Trustee to such depositary or pursuant to such depositary's
instructions, and (iv) shall bear a legend substantially to the following
effect: "Unless and until it is exchanged in whole or in part for Securities in
definitive registered form, this Security may not be transferred except as a
whole by the depositary to the nominee of the depositary or by a nominee of the
depositary to the depositary or another nominee of the depositary or by the
depositary or any such nominee to a successor depositary or a nominee of such
successor depositary."

Each depositary designated pursuant to Section 2.01 must, at the time
of its designation and at all times while it services as depositary, be a
clearing agency registered under the Exchange Act.

SECTION 2.03. Registrar and Paying Agent. The Company shall maintain
an office or agency where Securities of a particular series may be presented for
registration of transfer or for exchange (the "Registrar") and an office or
agency where Securities may be presented for payment (the "Paying Agent"). The
Registrar for a particular series of Securities shall keep a register of the
Securities of that series and of their transfer and exchange. The Company may
appoint one or more co-Registrars and one or more additional Paying Agents for
each series of Securities. The term "Paying Agent" includes any additional
paying agent and the term "Registrar" includes any additional registrar. The
Company may change any Paying Agent or Registrar without prior notice to any
Holder.

The Company shall enter into an appropriate agency agreement with any
Agent not a party to this Indenture, which shall incorporate the terms of the
TIA and implement the terms of
<PAGE> 17

this Indenture which relate to such Agent. The Company shall give prompt
written notice to the Trustee of the name and address of any Agent who is not a
party to this Indenture. If the Company fails to appoint or maintain another
entity as Registrar or Paying Agent, the Trustee shall act as such. The
Company or any Affiliate of the Company may act as Paying Agent or Registrar.

The Company hereby initially appoints the Trustee as Registrar and
Paying Agent for each series of Securities unless another Registrar or Paying
Agent, as the case may be, is appointed prior to the time the Securities of that
series are first issued.

SECTION 2.04. Paying Agent to Hold Assets in Trust. 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
assets held by the Paying Agent for the payment of principal of and interest on
the Securities (whether such money has been paid to it by the Company or any
other obligor on the Securities) and shall notify the Trustee of any failure by
the Company (or any other obligor on the Securities) in making any such payment.
While any such failure continues, the Trustee may require a Paying Agent to pay
all money held by it to the Trustee and to account for any funds disbursed. The
Company at any time may require a Paying Agent to pay all money held by it to
the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than
the Company or a Subsidiary of the Company) shall have no further liability for
the money so paid over to the Trustee. If the Company or a Subsidiary of the
Company acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of the Holders all money held by it as Paying Agent.

SECTION 2.05. Holder 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, separately by series, and shall otherwise comply
with TIA Section 312(a). If the Trustee is not the Registrar, the Company shall
furnish to the Trustee on or before each interest payment date for the
Securities 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 Holders, separately by series, relating to such interest
payment date or request, as the case may be.

SECTION 2.06. Registration of Transfer and Exchange. When Securities
of a series are presented to the Registrar or a co-Registrar with a request to
register their transfer or to exchange them for an equal principal amount of
Securities of other denominations, the Registrar or co- Registrar shall register
the transfer or make the exchange if its requirements for such transaction are
met. To permit registrations of transfer and exchanges, the Company shall issue
and the Trustee shall authenticate Securities at the Registrar's or
co-Registrar's request. No service charge shall be made for any registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with registration, transfer or exchange of Securities other than exchanges
pursuant to Section 2.10, 3.06 or 9.05 not involving any transfer.

The Registrar or co-Registrar shall not be required to register the
transfer or exchange of (i) any Security of a particular series selected for
redemption in whole or in part,
<PAGE> 18

except the unredeemed portion of any Security of that series being
redeemed in part, or (ii) any Security of a particular series during a period
beginning at the opening of business 15 days before the day of any selection of
Securities of that series for redemption under Section 3.02 and ending at the
close of business on the date of selection.

Any Holder of a beneficial interest in a Global Security shall, by
acceptance of such beneficial interest, agree that transfers of beneficial
interest in such Global Security may be effected only through a book entry
system maintained by the holder of such Global Security (or its agent), and that
ownership of a beneficial interest in the Security shall be required to be
reflected in a book entry system.

SECTION 2.07. Replacement Securities. If a mutilated Security is
surrendered to the Trustee or if the Holder of a Security claims that the
Security has been lost, destroyed or wrongfully taken, the Company shall issue
and the Trustee shall authenticate a replacement Security of the same series if
the requirements of the Trustee and the Company are met; provided that, if any
such Security has been called for redemption in accordance with the terms
thereof, the Trustee may pay the Redemption Price thereof on the Redemption Date
without authenticating or replacing such Security. The Trustee or the Company
may, in either case, require the Holder to provide an indemnity bond sufficient
in the judgment of each of the Trustee and the Company to protect the Company,
the Trustee or any Agent from any loss which any of them may suffer if a
Security is replaced or if the Redemption Price therefor is paid pursuant to
this Section. The Company may charge the Holder who has lost a Security for its
expenses in replacing a Security.

Every replacement Security is an obligation of the Company and shall
be entitled to the benefits of this Indenture equally and proportionately with
any and all other Securities of the same series.

SECTION 2.08. Outstanding Securities. The Securities of any series
outstanding at any time are all the Securities of that series authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation and those described in this Section as not outstanding.

If a Security is replaced pursuant to Section 2.07, it ceases to be
outstanding and interest ceases to accrue unless the Trustee receives proof
satisfactory to it that the replaced Security is held by a bona fide purchaser.

If all principal of and interest on any of the Securities are
considered paid under Section 4.01, such Securities shall cease to be
outstanding and interest on them shall cease to accrue.

Except as provided in Section 2.09, a Security does not cease to be
outstanding because the Company or an Affiliate of the Company holds such
Security.
<PAGE> 19

For each series of Original Issue Discount Securities, the principal
amount of such Securities that shall be deemed to be outstanding and used to
determine whether the necessary Holders have given any request, demand,
authorization, direction, notice, consent or waiver shall be the principal
amount of such Securities that could be declared to be due and payable upon
acceleration upon an Event of Default as of the date of such determination. When
requested by the Trustee, the Company will advise the Trustee of such amount,
showing its computations in reasonable detail.

SECTION 2.09. Treasury Securities. In determining whether the
Holders of the required principal amount of Securities of any series have
concurred in any direction, waiver or consent, Securities owned by the Company
or an Affiliate of the Company shall be considered as though they are not
outstanding, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Securities which such Trustee actually knows are so owned shall be so
disregarded.

SECTION 2.10. Temporary Securities. Until definitive Securities are
ready for delivery, the Company may prepare and execute and the Trustee shall
authenticate temporary Securities. Temporary Securities shall be substantially
in the form of definitive Securities but may have variations that the Company
considers appropriate for temporary Securities. Without unreasonable delay, the
Company shall prepare and the Trustee shall authenticate definitive Securities
in exchange for temporary Securities. Holders of temporary Securities shall be
entitled to all of the benefits of this Indenture.

SECTION 2.11. Cancellation. The Company at any time may deliver
Securities to the Trustee for cancellation. The Registrar and Paying Agent
shall forward to the Trustee any Securities surrendered to them for registration
of transfer, exchange, payment or repurchase. The Trustee shall cancel all
Securities surrendered for registration of transfer, exchange, payment,
repurchase, redemption, replacement or cancellation and shall destroy such
Securities (subject to the record retention requirements of the Exchange Act).
Certification of the destruction of all cancelled Securities shall be promptly
delivered to the Company. The Company may not issue new Securities to replace
Securities that it has paid or that have been delivered to the Trustee for
cancellation.

SECTION 2.12. CUSIP Numbers. The Company in issuing the Securities
may use "CUSIP" numbers (if then generally in use), and the Trustee shall use
CUSIP numbers in notices of redemption or exchange as a convenience to Holders;
provided that any such notice shall state that no representation is made as to
the correctness of such numbers either as printed on the Securities or as
contained in any such notice and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company shall
promptly notify the Trustee of any change in the CUSIP numbers.

SECTION 2.13. Defaulted Interest. If the Company fails to make a
payment of interest on any series of Securities, it shall pay such defaulted
interest plus (to the extent lawful) any
<PAGE> 20

interest payable on the defaulted interest, in any lawful manner. It may elect
to pay such defaulted interest, plus any such interest payable on it, to the
Persons who are Holders of such Securities on which the interest is due on a
subsequent special record date. The Company shall notify the Trustee in writing
of the amount of defaulted interest proposed to be paid on each such Security.
The Company shall fix any such record date and payment date for such payment. At
least 15 days before any such record date, the Company shall mail to Holders
affected thereby a notice that states the record date, payment date, and amount
of such interest to be paid.

SECTION 2.14. Special Record Dates. The Company may, but shall not be
obligated to, set a record date for the purpose of determining the identity of
Holders entitled to consent to any supplement, amendment or waiver permitted by
this Indenture. If a record date is fixed, the Holders of Securities of that
series outstanding on such record date, and no other Holders, shall be entitled
to consent to such supplement, amendment or waiver or revoke any consent
previously given, whether or not such Holders remain Holders after such record
date. No consent shall be valid or effective for more than 90 days after such
record date unless consents from Holders of the principal amount of Securities
of that series required hereunder for such amendment or waiver to be
effective shall have also been given and not revoked within such 90-day period.

ARTICLE III

REDEMPTION

SECTION 3.01. Notices to Trustee. If the Company elects to redeem
Securities of any series pursuant to any optional redemption provisions thereof,
it shall notify the Trustee of the intended Redemption Date and the principal
amount of Securities of that series to be redeemed.

The Company shall give each notice provided for in this Section and an
Officers' Certificate at least 30 days before the Redemption Date (unless a
shorter period shall be satisfactory to the Trustee).
<PAGE> 21

SECTION 3.02. Selection of Securities to Be Redeemed. If fewer than
all the Securities of any series are to be redeemed, the Trustee shall select
the Securities of that series to be redeemed from the outstanding Securities of
that series to be redeemed by a method that complies with the requirements of
any exchange on which the Securities of that series are listed, or, if the
Securities of t hat series are not listed on an exchange, on a pro rata basis or
by lot, which in any case shall be in accordance with a method the Trustee
considers fair and appropriate.

Except as otherwise provided as to any particular series of
Securities, Securities and portions thereof that the Trustee selects shall be in
amounts equal to the minimum authorized denomination for Securities of the
series to be redeemed or any integral multiple thereof. 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 or portions of Securities to be called for
redemption.

SECTION 3.03. Notice of Redemption. At least 15 days but not more
than 60 days before the Redemption Date, the Company shall mail a notice of
redemption by first-class mail to each Holder whose Securities are to be
redeemed at the address of such Holder appearing in the register.

The notice shall identify the Securities of the series to be redeemed
and shall state:

(1) the Redemption Date;

(2) the redemption price fixed in accordance with the terms of the
Securities of the series to be redeemed, plus accrued interest, if any, to
the date fixed for redemption (the "Redemption Price");

(3) if any Security is being redeemed in part, the portion of the
principal amount of such Security to be redeemed and that, after the
Redemption Date, upon surrender of such Security, a new Security or
Securities in principal amount equal to the unredeemed portion will be
issued;

(4) the name and address of the Paying Agent;

(5) that Securities called for redemption must be surrendered to the
Paying Agent to collect the Redemption Price;

(6) that, unless the Company defaults in payment of the Redemption
Price, interest on Securities called for redemption ceases to accrue on and
after the Redemption Date; and

(7) the CUSIP number, if any, of the Securities to be redeemed.
<PAGE> 22

At the Company's written request, the Trustee shall give the notice of
redemption in the Company's name and at its expense. The notice mailed in the
manner herein provided shall be conclusively presumed to have been duly given
whether or not the Holder receives such notice. In any case, failure to give
such notice by mail or any defect in the notice to the Holder of any Security
shall not affect the validity of the proceeding for the redemption of any other
Security.

SECTION 3.04. Effect of Notice of Redemption. Once notice of
redemption is mailed, Securities called for redemption become due and payable on
the Redemption Date at the Redemption Price. Upon surrender to the Paying
Agent, such Securities shall be paid at the Redemption Price.

SECTION 3.05. Deposit of Redemption Price. On or before the
Redemption Date, the Company shall deposit with the Trustee or with the Paying
Agent (or if the Company or any Subsidiary of the Company is acting as its own
Paying Agent, the Company or such Subsidiary shall segregate and hold in trust)
money sufficient to pay the Redemption Price on all Securities to be redeemed on
that date other than Securities or portions thereof called for redemption on
that date which have been delivered by the Company to the Trustee for
cancellation. The Paying Agent shall promptly return to the Company any money
not required for that purpose.

SECTION 3.06. Securities Redeemed in Part. Upon surrender of a
Security that is redeemed in part, the Company shall issue and the Trustee shall
authenticate for the Holder at the expense of the Company, a new Security of the
same series equal in principal amount to the unredeemed portion of the Security
surrendered.

ARTICLE IV

COVENANTS

SECTION 4.01. Payment of Securities. The Company shall pay or cause
to be paid the principal of and interest on the Securities on the dates and in
the manner provided in this Indenture and the Securities. Principal and
interest shall be considered paid on the date due if the Paying Agent, if other
than the Company or an Affiliate, holds as of 11:00 a.m. New York time on that
date immediately available funds designated for and sufficient to pay all
principal and interest then due. To the extent lawful, the Company shall pay
interest on overdue principal and overdue installments of interest at the rate
per annum borne by the applicable series of Securities.

any time the Company shall fail to maintain any such required office or agency
or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee.

The Company may also from time to time designate one or more other
offices or agencies where the Securities 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 the
Borough of Manhattan, the City of New York for such purposes. The Company shall
give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.

The Company hereby designates the Corporate Trust Office of the
Trustee as one such office or agency of the Company in accordance with Section
2.03.

SECTION 4.03. SEC Reports. The Company shall deliver to the Trustee
within 15 days after it files them with the SEC copies of the annual reports and
of the information, documents, and other reports (or copies of such portions of
any of the foregoing as the 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; provided, however, the Company shall not be required to
deliver to the Trustee any materials for which the Company has sought and
received confidential treatment by the SEC. The Company also shall comply with
the other provisions of TIA Section 314(a).

SECTION 4.04. Compliance Certificate. The Company shall deliver to
the Trustee, within 120 days after the end of each fiscal year of the Company,
an Officers' Certificate stating that in the course of the performance by the
signers of their duties as officers of the Company, they would normally have
knowledge of any failure by the Company to comply with all conditions, or
default by the Company with respect to any covenants, under this Indenture, and
further stating whether or not they have knowledge of any such failure or
default and, if so, specifying each such failure or default and the nature
thereof. For purposes of this Section, such compliance shall be determined
without regard to any period of grace or requirement of notice provided for in
this Indenture. The certificate need not comply with Section 10.04.

SECTION 4.05. Taxes. The Company shall pay prior to delinquency, all
material taxes, assessments, and governmental levies except as contested in good
faith by appropriate proceedings.

SECTION 4.06. Corporate Existence. Subject to Article V hereof,
any shall do or cause to be done all things necessary to preserve and
keep in full force and effect (i) its corporate existence and (ii) the
material rights (charter and statutory), licenses and franchises of the Company
and its Subsidiaries taken as a whole; provided, however, that the Company
shall not
<PAGE> 24

be required to preserve any such right, license or franchise if the
Board of Directors or management of the Company shall determine that the
preservation thereof is no longer in the best interests of the Company, and
that the loss thereof is not adverse in any material respect to the Holders.

SECTION 4.07. Limitation on Liens. The Company shall not, nor shall
it permit any of its Subsidiaries to, create, incur, or permit to exist, any
Lien on any of their respective properties or assets, whether now owned or
hereafter acquired, or upon any income or profits therefrom, without effectively
providing that each series of Securities shall be equally and ratably secured
until such time as such Indebtedness is no longer secured by such Lien, except:
(i) Liens existing as of the date hereof; (ii) Liens granted after the date
hereof on any assets or properties of the Company or any of its Subsidiaries
securing Indebtedness of the Company created in favor of the holders of such
series; (iii) Liens securing Indebtedness of the Company which is incurred to
extend, renew or refinance Indebtedness which is secured by Liens permitted to
be incurred under this Indenture; provided that such Liens do not extend to or
cover any property or assets of the Company or any of its Subsidiaries other
than the property or assets securing the Indebtedness being refinanced and that
the principal amount of such Indebtedness does not exceed the principal amount
of the Indebtedness being refinanced; (iv) Permitted Liens; and (v) Liens
created in substitution of or as replacements for any Liens permitted by the
preceding clauses (i) through (iv), provided that, based on a good faith
determination of an Officer of the Company, the property or asset encumbered
under any such substitute or replacement Lien is substantially similar in nature
to the property or asset encumbered by the otherwise permitted Lien which is
being replaced.

Notwithstanding the foregoing, the Company and any Subsidiary of the
Company may, without securing any series of Securities, create, incur or permit
to exist Liens which would otherwise be subject to the restrictions set forth
in the preceding paragraph, if after giving effect thereto and at the time of
determination, Exempted Debt does not exceed 10% of Consolidated Net Assets.

SECTION 4.08. Limitation on Sale and Lease-Back Transactions. The
Company shall not, nor shall it permit any of its Subsidiaries to, enter into
any sale and lease-back transaction for the sale and leasing back of any
property or asset, whether now owned or hereafter acquired, of the Company or
any of its Subsidiaries (except such transactions (i) entered into prior to the
date hereof, (ii) for the sale and leasing back of any property or asset by a
Subsidiary of the Company to the Company or any other Subsidiary of the
Company, (iii) involving leases for less than three years or (iv) in which the
lease for the property or asset is entered into within 120 days after the later
of the date of acquisition, completion of construction or commencement of full
operations of such property or asset) unless (a) the Company or such Subsidiary
would be entitled under Section 4.07 to create, incur or permit to exist a Lien
on the assets to be leased in an amount at least equal to the Attributable
Value in respect of such transaction without equally and ratably securing the
Securities of that series, or (b) the proceeds of the sale of the assets to be
leased are at least equal to their fair market value and the proceeds are
applied to the purchase, acquisition, construction or refurbishment of assets
or to the repayment of Indebtedness of the Company or any of its Subsidiaries
which by its terms matures not earlier than one year after the date of such
repayment.

<PAGE> 25
19

ARTICLE V

MERGER, ETC.

SECTION 5.01. When Company May Merge, etc. The Company shall not
consolidate or merge with or into, or sell, assign, transfer, lease, convey or
otherwise dispose of all or substantially all of its assets to, any Person
unless: (i) the Person formed by or surviving any such consolidation or merger
(if other than the Company), or to which such sale, assignment, transfer,
lease, conveyance or disposition has been made, is a corporation organized and
existing under the laws of the United States of America, any state thereof or
the District of Columbia; (ii) the corporation formed by or surviving any such
consolidation or merger (if other than the Company), or to which such sale,
assignment, transfer, lease, conveyance or disposition has been made, assumes
by supplemental indenture satisfactory in form to the Trustee all the
obligations of the Company under the Securities and this Indenture; (iii)
immediately after such transaction, and giving effect thereto, no Default or
Event of Default shall have occurred and be continuing. Notwithstanding the
foregoing, the Company may merge with another Person or acquire by purchase or
otherwise all or any part of the property or assets of any other corporation or
Person in a transaction in which the surviving entity is the Company.

SECTION 5.02. Successor Corporation Substituted. Upon any
consolidation or merger, or any sale, assignment, transfer, lease, conveyance or
other disposition of all or substantially all the assets of the Company in
accordance with Section 5.01, the successor corporation formed by such
consolidation or into which the Company is merged or to which such sale,
assignment, transfer, lease, conveyance or other disposition 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
corporation had been named as the Company herein. In the event of any such sale
or conveyance, but not any such lease, the Company or any successor corporation
which thereafter shall have become such in the manner described in this Article
V shall be discharged from all obligations and covenants under this Indenture
and the Securities and may be dissolved, wound up or liquidated.

ARTICLE VI

DEFAULTS AND REMEDIES

SECTION 6.01. Events of Default. An "Event of Default" occurs with
respect to Securities of any particular series, unless in the establishing
Board Resolutions, Officers' Certificate or supplemental indenture hereto, it
is provided that such series shall not have the benefit of any such Event of
Default, when any of the following occurs:

<PAGE> 26

(i) the Company defaults in the payment of interest on any Security
of that series when it becomes due and payable and such default continues
for a period of 30 days;

(ii) the Company defaults in the payment of the principal of any
Security of that series when the same becomes due and payable at maturity,
upon acceleration, redemption or otherwise;

(iii) the Company fails to comply with any of its other agreements or
covenants in, or provisions of, the Securities of that series or this
Indenture and the Default continues for the period and after the notice
specified below;

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

(v) a court of competent jurisdiction enters an order or decree under
any Bankruptcy Law that: (A) is for relief against the Company in an
involuntary case or proceeding, (B) appoints a Custodian for the Company or
for all or substantially all of the Company's property, or (C) orders the
liquidation of the Company;

and in case of (v) the order or decree remains unstayed and in effect for 60
days.

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

A Default under clause (iii) of this Section 6.01 is not an Event of
Default with respect to a particular series of Securities until the Trustee
notifies the Company in writing, or the Holders of at least 25% in principal
amount of the outstanding Securities of that series notify the Company and the
Trustee, in writing, of the Default, and the Company does not cure the Default
within 30 days after receipt of the notice. The notice must specify the
Default, demand that it be remedied and state that the notice is a "Notice of
Default".

SECTION 6.02. Acceleration. If an Event of Default (other than an
Event of Default specified in clause (iv) or (v) of Section 6.01) occurs and is
continuing, the Trustee or the Holders of at least 25% of the principal amount
of the outstanding Securities of that series, by written notice to the Company
may declare due and payable 100% of the principal amount (or, in the case of
Original Issue Discount Securities, such lesser amount as may be provided for
in such Securities) of the Securities of that series plus any accrued interest
to the date of payment. Upon a declaration of acceleration, such principal (or
such lesser amount) and accrued interest to the date of payment shall be due
and payable. If an Event of Default specified in clause (iv) or (v) of Section

<PAGE> 27
21

6.01 occurs, all unpaid principal and accrued interest on the Securities shall
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder.

The Holders of a majority of the outstanding principal amount of the
Securities of that series by written notice to the Trustee may rescind an
acceleration and its consequences if (i) all existing Events of Default other
than the nonpayment of principal (or such lesser amount) of or interest on the
Securities of that series which have become due solely because of the
acceleration, have been cured or waived and (ii) the rescission would not
conflict with any judgment or decree of a court of competent jurisdiction.

SECTION 6.03. Other Remedies. If an Event of Default occurs and is
continuing with respect to any series of Securities, the Trustee may pursue any
available remedy by proceeding at law or in equity to collect the payment of
principal of or interest on the Securities of that series or to enforce the
performance of any provision of the Securities of that series or this
Indenture.

The Trustee may maintain a proceeding even if it does not possess any
of the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder in exercising any right or remedy accruing
upon the 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 remedies are cumulative to the extent permitted by law.

SECTION 6.04. Waiver of Past Defaults. Subject to Sections 6.07 and
9.02, the Holders of at least a majority in principal amount of the outstanding
Securities of any series by notice to the Trustee may waive an existing Default
or Event of Default and its consequences with respect to that series, except a
Default in the nonpayment of the principal of or interest on any Security of
that series (provided, however, that the Holders of a majority in principal
amount of the then outstanding Securities of any series may rescind an
acceleration and its consequences, including any related payment default that
resulted from such acceleration). When a Default or Event of Default is waived,
it is cured and ceases.

SECTION 6.05. Control by Majority. The Holders of at least a
majority in 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 exercising any trust or power conferred on it.
However, the Trustee may refuse to follow any direction that conflicts with law
or this Indenture, that the Trustee determines may be unduly prejudicial to the
rights of other Holders or that may involve the Trustee in personal liability.
The Trustee may take any other action which it deems proper which is not
inconsistent with any such direction.

<PAGE> 28
22

make a written request to the Trustee to pursue the remedy; (iii) such Holder or
Holders offer to the Trustee indemnity satisfactory to the Trustee against any
loss, liability, cost or expense; (iv) the Trustee does not comply with the
request within 60 days after receipt of the request and the offer of indemnity;
and (v) during such 60-day period the Holders of at least a majority in
principal amount of the outstanding Securities of that series do not give the
Trustee a direction inconsistent with the request.

A Holder may not use this Indenture to prejudice the rights of another
Holder or to obtain a preference or priority over another Holder.

SECTION 6.07. Rights of Holders To Receive Payment. Notwithstanding
any other provision of this Indenture, the right of any Holder of a Security to
receive payment of principal of or interest, if any, on the Security on or after
the respective due dates expressed or provided for in the Security, or to bring
suit for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of the Holder.

SECTION 6.08. Collection Suit by Trustee. If an Event of Default
specified in Section 6.01(i) or (ii) occurs and is continuing with respect to
Securities of any series, the Trustee may recover judgment in its own name and
as trustee of an express trust against the Company for the whole amount of
principal (or such portion of the principal as may be specified as due upon
acceleration at that time in the terms of that series of Securities) and accrued
interest, if any, remaining unpaid on the outstanding Securities of that series,
together with (to the extent lawful) interest on overdue principal and interest,
and such further amount as shall be sufficient to cover the costs and, to the
extent lawful, expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel and
any other amounts due the Trustee under Section 7.07.

SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may file
such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and the Holders allowed in
any judicial proceeding relative to the Company (or any other obligor upon the
Securities), its creditors or its property and shall be entitled and empowered
to collect and receive any moneys or other property payable or deliverable on
any such claims and to distribute the same, and any custodian in any such
judicial proceedings is hereby authorized by each Holder to make such payments
to the Trustee and, in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07. Nothing herein contained shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

<PAGE> 29
23

SECTION 6.10. Priorities. If the Trustee collects any money
pursuant to this Article VI, it shall pay out the money in the following order:

FIRST: to the Trustee, its agents and attorneys for amounts due under
Section 7.07, including payment of all compensation, expense and
liabilities incurred, and all advances made by the trustee and the costs
and expenses of collection;

SECOND: to Holders of any particular series of Securities for
amounts due and unpaid on the Securities of such series for principal and
interest, if any, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Securities of such series
for principal and interest, respectively; and

THIRD: to the Company or any other obligors on the Securities of that
series, as their interests may appear, or as a court of competent
jurisdiction may direct.

The Trustee, upon prior written notice to the Company, may fix a
record date and payment date for any payment to Holders pursuant to this Section
6.10. The Trustee shall notify the Company in writing reasonably in advance of
any such record date and payment date.

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 a Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees and expenses,
against any party litigant in the suit, having due regard to the merits and
good faith of the claims or defenses made by the party litigant. This Section
6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to
Section 6.07 or a suit by Holders of more than 10% in principal amount of the
outstanding Securities of that series.

ARTICLE VII

TRUSTEE

SECTION 7.01. Duties of Trustee. (a) If an Event of Default has
occurred and is continuing, the Trustee shall exercise such of the rights and
powers vested in it by this Indenture, and use the same degree of care and skill
in their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs.

(b) Except during the continuance of an Event of Default: (1) the
Trustee need perform only those duties that are specifically set forth in this
Indenture or the TIA, and no implied covenants or obligations shall be read into
this Indenture against the Trustee 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

<PAGE> 30
24

and conforming to the requirements of this Indenture. However, in the case of
any such certificates or opinions which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall examine the
certificates and opinions to determine whether or not, on their face, 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 wilful misconduct
except that: (1) this paragraph does not limit the effect of paragraph (b) of
this Section 7.01, (2) the Trustee shall not be liable for any error of judgment
made in good faith by a Trust Officer or other 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
6.05.

(d) Whether or not therein expressly so provided, 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 7.01.

(e) No provision of this Indenture shall require the Trustee to
expend or risk its own funds or incur any liability. The Trustee may refuse to
perform any duty or exercise any right or power unless it receives indemnity
satisfactory to it against any loss, liability, cost or expense (including,
without limitation, reasonable fees of counsel).

(f) The Trustee shall not be obligated to pay interest on any money
or other assets received by it unless otherwise agreed in writing with the
Company. Assets held in trust by the Trustee need not be segregated from other
funds except to the extent required by law.

SECTION 7.02. Rights of Trustee. Subject to TIA Section 315(a)
through (d):

(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.

(b) Before the Trustee acts or refrains from acting, it may require
an Officers' Certificate or an Opinion of Counsel, or both. The Trustee shall
not be liable for any action it takes or omits to take in good faith in reliance
on the Officers' Certificate or Opinion of Counsel.

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

(d) 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 the rights or
powers conferred upon it by this Indenture, unless the Trustee's conduct
constitutes negligence.
<PAGE> 31

(e) The Trustee may consult with counsel of its selection and the
advice of such counsel as to matters of law shall be full and complete
authorization and protection in respect of any action taken, omitted or suffered
by it hereunder in good faith and in accordance with the advice or opinion of
such counsel.

(f) Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company shall be sufficient if
signed by an Officer of the Company.

SECTION 7.03. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company or an Affiliate of the Company with the
same rights it would have if it were not Trustee. Any Agent may do the same
with like rights. However, the Trustee is subject to Sections 7.10 and 7.11.

SECTION 7.04. Trustee's Disclaimer. The Trustee makes no
representation as to the validity or adequacy of this Indenture or the
Securities, it shall not be accountable for the Company's use of the proceeds
from the Securities and it shall not be responsible for any statement in the
Securities other than its certificate of authentication.

SECTION 7.05. Notice of Defaults. If a Default or Event of Default
with respect to the Securities of any series occurs and is continuing, and if it
is known to the Trustee, the Trustee shall mail to Holders a notice of the
Default or Event of Default within 90 days after the occurrence thereof. Except
in the case of a Default or Event of Default in payment of any such Security,
the Trustee may withhold the notice if and so long as it in good faith
determines that withholding the notice is in the interests of the Holders.

SECTION 7.06. Reports by Trustee to Holders. The Trustee shall
transmit to Holders such reports concerning the Trustee and its actions under
this Indenture as may be required by TIA Section 3.13 at the times and in the
manner provided by the TIA, which shall initially be not less than every twelve
months commencing on and may be dated as of a date up to 75 days prior to such
transmission.

A copy of each report at the time of its mailing to Holders shall be
filed with the SEC, if required, and each stock exchange, if any, on which the
Securities are listed. The Company shall promptly notify the Trustee when the
Securities of any series are listed on any stock exchange.

SECTION 7.07. Compensation and Indemnity. The Company shall pay to
the Trustee from time to time such compensation as shall be agreed in writing
between the Company and the Trustee for its services hereunder. The Trustee's
compensation shall not be limited by any law on compensation of a trustee of an
express trust. The Company shall reimburse the Trustee upon request for all
reasonable disbursements, advances and expenses incurred by it, including in
particular, but without limitation, those incurred in connection with the
enforcement of any remedies hereunder.

<PAGE> 32
26

Such expenses may include the reasonable fees and out-of-pocket expenses of the
Trustee's agents and counsel.

Except as set forth in the next paragraph, the Company shall indemnify
and hold harmless the Trustee against any and all loss and liability incurred by
it arising out of or in connection with the acceptance or administration of the
trust under this Indenture. The Trustee shall notify the Company promptly of
any claim for which it may seek indemnity. The Company shall defend such claim
and the Trustee shall cooperate in such defense. The Trustee may have separate
counsel and the Company shall pay the reasonable fees and out-of-pocket expenses
of such counsel.

The Company need not reimburse any expense or indemnify against any
loss, liability, cost or expense incurred by the Trustee through negligence,
wilful misconduct or bad faith.

To secure the Company's payment obligations in this Section 7.07, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee, except that held in trust to pay the principal of
and interest on particular Securities. Such obligations shall survive the
satisfaction and discharge of the Indenture.

When the Trustee incurs expenses or renders services after an Event of
Default specified in clause (iv) or (v) of Section 6.01 occurs, the expenses and
the compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

SECTION 7.08. Replacement of Trustee. A resignation or removal of
the Trustee and appointment of a successor Trustee shall become effective only
upon the successor Trustee's acceptance of appointment as provided in this
Section 7.08.

The Trustee may resign and be discharged from the trust hereby created
with respect to one or more or all series of Securities by so notifying the
Company in writing. The Holders of a majority in principal amount of the then
outstanding Securities of any series may remove the Trustee with respect to
that series by so notifying the Trustee and the Company in writing. The
Company may remove the Trustee with respect to one or more or all series of
Securities if: (i) the Trustee fails to comply with Section 7.10 or TIA
Section 310; (ii) the Trustee is adjudged a bankrupt or an insolvent or an
order for relief is entered with respect to the Trustee under any Bankruptcy
Law; (iii) a Custodian or public officer takes charge of the Trustee or its
property; or (iv) the Trustee becomes incapable of acting.

If, as to any series of Securities, the Trustee resigns or is removed
or if a vacancy exists in the office of the Trustee for any reason, the Company
shall promptly appoint a successor Trustee for that series of Securities. The
Trustee shall be entitled to payment of its fees and reimbursement of its
expenses while acting as Trustee. Within one year after the successor Trustee
takes office, the Holders of at least a majority in principal amount of then
outstanding Securities of that series may appoint a successor Trustee to replace
the successor Trustee appointed by the Company.

<PAGE> 33
27

Any Holder of Securities of that series may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee if the Trustee fails to comply with Section 7.10.

A successor Trustee as to any series of Securities shall deliver a
written acceptance of its appointment to the retiring Trustee and to the
Company. Thereupon 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 Company shall mail a
notice of the successor Trustee's succession to the Holders. 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 7.07.
Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the
Company's obligations under Section 7.07 hereof shall continue for the benefit
of the retiring Trustee with respect to expenses, losses and liabilities
incurred by it prior to such replacement.

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) shall contain such provisions as shall be 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 or desirable to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee; provided,
however, that nothing herein or in such supplemental Indenture shall constitute
such Trustees to be co-trustees of the same trust and that each such Trustee
shall be trustee of a trust hereunder separate and apart from any trust
hereunder administered by any other such Trustee.

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.

SECTION 7.09. Successor Trustee by Merger, Etc. Subject to Section
7.10, if the Trustee consolidates with, merges or converts into, or transfers
all or substantially all of its corporate trust business to, another corporation
or national banking association, the successor entity without any further act
shall be the successor Trustee as to that series of Securities.

SECTION 7.10. Eligibility; Disqualification. Each series of
Securities shall always have a Trustee who satisfies the requirements of TIA
Section 310(a)(1), (2) and (5). The Trustee

<PAGE> 34

as to any series of Securities shall always have a combined capital and surplus
of at least $100 million as set forth in its most recent published annual report
of condition. The Trustee is subject to TIA Section 310(b).

SECTION 7.11. Preferential Collection of Claims Against the Company.
The Trustee is subject to 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.

ARTICLE VIII

DISCHARGE OF INDENTURE

SECTION 8.01. Satisfaction and Discharge of Indenture. This
Indenture shall cease to be of further effect (except as to any surviving
rights of registration of transfer or exchange of Securities herein expressly
provided for), and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture,
when

(a) either

(i) all Securities theretofore authenticated and delivered (other
than Securities that have been destroyed, lost or stolen and that have
been replaced or paid) have been delivered to the Trustee for
cancellation; or

(ii) all such Securities not theretofore delivered to the Trustee for
cancellation

(1) have become due and payable, or

(2) will become due and payable at their stated maturity within
one year, or

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

(4) are deemed paid and discharged pursuant to Section 8.03, as
applicable;

and the Company, in the case of (1), (2) or (3) above, has deposited
or caused to be deposited with the Trustee as trust funds in trust an
amount sufficient for the purpose of paying and discharging the entire
indebtedness on such Securities not theretofore delivered to the
Trustee for cancellation, for principal and interest to the date of
such deposit (in the case of Securities which have become due and
payable on or prior to
<PAGE> 35
29

the date of such deposit) or to the stated maturity or redemption
date, as the case may be;

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

(c) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that all conditions precedent herein
provided for relating to the satisfaction and discharge of this Indenture have
been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 7.07, and, if money
shall have been deposited with the Trustee pursuant to clause (a) of this
Section or if money or obligations shall have been deposited with or received by
the Trustee pursuant to Section 8.03, the obligations of the Trustee under
Section 8.02 and Section 8.05 shall survive.

SECTION 8.02. Application of Trust Funds; Indemnification.

(a) Subject to the provisions of Section 8.05, all money deposited
with the Trustee pursuant to Section 8.01, all money and U.S. Government
Obligations deposited with the Trustee pursuant to Section 8.03 or 8.04 and all
money received by the Trustee in respect of U.S. Government Obligations
deposited with the Trustee pursuant to Section 8.03 or 8.04, shall be held in
trust and applied by it, in accordance with the provisions of the Securities and
this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the persons entitled thereto, of the principal and interest for
whose payment such money has been deposited with or received by the Trustee or
to make mandatory sinking fund payments or analogous payments as contemplated by
Sections 8.03 and 8.04.

(b) The Company shall pay and shall indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against U.S. Government
Obligations deposited pursuant to Sections 8.03 or 8.04 or the interest and
principal received in respect of such obligations other than any payable by or
on behalf of Holders.

(c) The Trustee shall deliver or pay to the Company from time to time
upon the request of the Company any U.S. Government Obligations or money held by
it as provided in Sections 8.03 or 8.04 which, in the opinion of a nationally
recognized firm of independent certified public accountants expressed in a
written certification thereof delivered to the Trustee, are then in excess of
the amount thereof which then would have been required to be deposited for the
purpose for which such U.S. Government Obligations or money were deposited or
received. This provision shall not authorize the sale by the Trustee of any U.S.
Government Obligations held under this Indenture.

<PAGE> 36

SECTION 8.03. Legal Defeasance of Securities of any Series. Unless
this Section 8.03 is otherwise specified to be inapplicable to Securities of any
series, the Company shall be deemed to have paid and discharged the entire
indebtedness on all the outstanding Securities of any such series on the 91st
day after the date of the deposit referred to in subparagraph (d) hereof, and
the provisions of this Indenture, as it relates to such outstanding Securities
of such series, shall no longer be in effect (and the Trustee, at the expense of
the Company, shall, upon the request of the Company, execute proper instruments
acknowledging the same), except as to:

(i) the rights of Holders of Securities of such series to receive,
from the trust funds described in subparagraph (d) hereof, (x) payment of the
principal of an each installment of principal of or interest on the outstanding
Securities of such series on the stated maturity of such principal of or
interest and (y) the benefit of any mandatory sinking fund payments applicable
to the Securities of such series on the day on which such payments are due and
payable in accordance with the terms of this Indenture and the Securities of
such series;

(ii) the Company's obligations with respect to such Securities of
such series under Sections 2.03, 2.06 and 2.07; and

(iii) the rights, powers, trust and immunities of the Trustee
hereunder and the duties of the Trustee under Section 8.02 and the duty of the
Trustee to authenticate Securities of such series issued on registration of
transfer of exchange;

provided that, the following conditions shall have been satisfied:

(a) the Company shall have deposited or caused to be deposited
irrevocably with the Trustee as trust funds in trust for the purpose of making
the following payments, specifically pledged as security for and dedicated
solely to the benefit of the Holders of such Securities, cash in U.S. Dollars
and/or U.S. Government Obligations which through the payment of interest and
principal in respect thereof, in accordance with their terms, will provide (and
without reinvestment and assuming no tax liability will be imposed on such
Trustee), not later than one day before the due date of any payment of money, an
amount in cash, sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge each installment of principal
(including mandatory sinking fund or analogous payments) of and interest, if
any, on all the Securities of such series on the dates such installments of
interest or principal are due;

(b) such deposit will not result in a breach or violation of, or
constitute a default under, this Indenture;

(c) no Default or Event of Default with respect to the Securities of
such series shall have occurred on the date of such deposit and 91 days shall
have passed after the deposit has been made, and, during such 91 day period, no
Default specified in Section 6.01(iv) or (v) with respect to the Company occurs
which is continuing at the end of such period;

<PAGE> 37

(d) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel to the effect that (i) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling, or (ii) since the date of execution of this Indenture, there has
been a change in the applicable Federal income tax law, in either case to the
effect that, and based thereon such Opinion of Counsel shall confirm that, the
Holders of the Securities of such series will not recognize income, gain or loss
for Federal income tax purposes as a result of such deposit, defeasance and
discharge and will be subject to Federal income tax on the same amount and in
the same manner and at the same times as would have been the case if such
deposit, defeasance and discharge had not occurred;

(e) the Company shall have delivered to the Trustee an Officers'
Certificate stating that the deposit was not made by the Company with the intent
of preferring the Holders of the Securities of such series over any other
creditors of the Company or with the intent of defeating, hindering, delaying or
defrauding any other creditors of the Company;

(f) such deposit shall not result in the trust arising from such
deposit constituting an investment company (as defined in the Investment Company
Act of 1940, as amended), or such trust shall be qualified under such Act or
exempt from regulation thereunder; and

(g) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent relating to the defeasance contemplated by this Section
have been complied with.

SECTION 8.04. Covenant Defeasance. Unless this Section 8.04 is
otherwise inapplicable to Securities of any series, on and after the 91st day
after the date of the deposit referred to in subparagraph (a) hereof, the
Company may omit to comply with any term, provision or condition set forth under
Sections 4.03, 4.04, 4.05, 4.07 and 4.08 as well as any additional
covenants contained in a supplemental indenture hereto for a particular series
of Securities or a Board Resolution or an Officers' Certificate delivered
pursuant to Section 2.01 (and the failure to comply with any such provisions
shall not constitute a Default or Event of Default under Section 6.01) and the
occurrence of any event described in clause (e) of Section 6.01 shall not
constitute a Default or Event of Default hereunder, with respect to the
Securities of such series, provided that the following conditions shall have
been satisfied:

(a) With reference to this Section 8.04, the Company has deposited or
caused to be irrevocably deposited (except as provided in Section 8.03) with the
Trustee as trust funds in trust, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of such Securities, cash in U.S.
Dollars and/or U.S. Government Obligations which through the payment of interest
and principal in respect thereof, in accordance with their terms, will provide
(and without reinvestment and assuming no tax liability will be imposed on such
Trustee), not later than one day before the due date of any payment of money, an
amount in cash, sufficient, in the opinion of a nationally recognized firm of
independent certified public accountants expressed in a written certification
thereof delivered to the Trustee, to pay principal and interest, if any, on and
any

<PAGE> 38

mandatory sinking fund in respect of the Securities of such series on the dates
such installments of interest or principal are due;

(b) Such deposit will not result in a breach or violation of, or
constitute a default under, this Indenture;

(c) No Default or Event of Default with respect to the Securities of
such series shall have occurred on the date of such deposit and 91 days shall
have passed after the deposit has been made, and, during such 91 day period, no
Default specified in Section 6.01(iv) or (v) with respect to the Company occurs
which is continuing at the end of such period;

(d) The Company shall have delivered to the Trustee an Opinion of
Counsel confirming that Holders of the Securities of such series will not
recognize income, gain or loss for federal income tax purposes as a result of
such deposit and defeasance and will be subject to federal income tax on the
same amounts, in the same manner and at the same times as would have been the
case if such deposit and defeasance had not occurred;

(e) The Company shall have delivered to the Trustee an Officers'
Certificate stating the deposit was not made by the Company with the intent of
preferring the Holders of the Securities of such series over any other creditors
of the Company or with the intent of defeating, hindering, delaying or
defrauding any other creditors of the Company; and

(f) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the defeasance contemplated by this
Section have been complied with.

SECTION 8.05. Repayment to Company. The Trustee and the Paying Agent
shall pay to the Company upon request any money held by them for the payment of
principal or interest that remains unclaimed for two years after the date upon
which such payment shall have become due. After payment 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.

ARTICLE IX

AMENDMENTS, SUPPLEMENTS AND WAIVERS

Holder; (v) to add to, change or eliminate any of the provisions of this
Indenture in respect of one or more series of Securities, provided, however,
that any such addition, change or elimination (A) shall neither (i) 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 (ii) modify the
rights of the holder of any such security with respect to such provision or (B)
shall become effective only when there is no outstanding Security of any series
created prior to the execution of such supplemental indenture and entitled to
the benefit of such provisions; or (vi) to establish additional series of
Securities as permitted by Section 2.01.

SECTION 9.02. With Consent of Holders. The Company and the Trustee as
to any series of Securities may amend this Indenture or the Securities of that
series or waive compliance in any particular instance with any provision of this
Indenture or the Securities of that series, in each case with the written
consent of the Holders of at least a majority in principal amount of the then
outstanding Securities of that series.

Without the consent of each Holder affected, an amendment or waiver
under this Section may not: (i) reduce the principal amount of Securities, whose
Holders must consent to an amendment or waiver; (ii) reduce the rate of or
change the time for payment of interest on any Security; (iii) change the date
on which any Security may be subject to redemption or repurchase, or reduce the
redemption or repurchase price therefor; (iv) make any Security payable in
currency other than that stated in the Security; or (v) make any change in
Section 6.04, 6.07 or this sentence.

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

An amendment or waiver under this Section which waives, 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.

The Company will mail supplemental indentures to Holders upon request.
Any failure of the Company to mail such notice, or any defect therein, shall
not, however, in any way impair or affect the validity of any such supplemental
indenture or waiver.

SECTION 9.03. Compliance with Trust Indenture Act. Every amendment to
this Indenture or the Securities shall be set forth in a supplemental indenture
that complies with the TIA as then in effect.

<PAGE> 40

SECTION 9.04. Revocation and Effect of Consents. Until an amendment
or waiver becomes effective, a consent to it by a Holder of a Security is a
continuing consent by the Holder and every subsequent Holder of a Security or
portion of a Security that evidences the same debt as the consenting Holder's
Security, even if notation of the consent is not made on any Security; provided,
however, that unless a record date shall have been established pursuant to
Section 2.14, any such Holder or subsequent Holder may revoke the consent as
to his Security or portion of a Security if the Trustee receives written notice
of revocation before the date the amendment or waiver becomes effective. An
amendment or waiver becomes effective on receipt by the Trustee of consents from
the Holders of the requisite percentage principal amount of the outstanding
Securities of any series, and thereafter shall bind every Holder of Securities
of that series.

SECTION 9.05. Notation on or Exchange of Securities. If an amendment
or waiver changes the terms of a Security: (a) the Trustee may require the
Holder of the Security to deliver such Security to the Trustee, the Trustee may
place an appropriate notation on the Security about the changed terms and return
it to the Holder and the Trustee may place an appropriate notation on any
Security thereafter authenticated; or (b) if the Company or the Trustee so
determines, the Company in exchange for the Security shall issue and the Trustee
shall authenticate a new Security that reflects the changed terms.

SECTION 9.06. Trustee to Sign Amendment, etc. The Trustee shall sign
any amendment authorized pursuant to this Article IX 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 or refusing to
sign such amendment, the Trustee shall be entitled to receive and shall be fully
protected in relying upon an Officers' Certificate and an Opinion of Counsel as
conclusive evidence that such amendment is authorized or permitted by this
Indenture.

ARTICLE X

MISCELLANEOUS

SECTION 10.01. Trust Indenture Act Controls. This Indenture is subject
to the provisions of the TIA which are required to be part of this Indenture,
and shall, to the extent applicable, be governed by such provisions.

SECTION 10.02. Notices. Any notice or communication to the Company or
the Trustee is duly given if in writing and delivered in person or mailed by
first-class mail to the address set forth below:

If to the Company:

Lear Corporation

<PAGE> 41

35
21557 Telegraph Road
Southfield, Michigan 48086-5008

Attention of Chief Financial Officer

with a copy to:

Winston & Strawn
35 West Wacker Drive
Chicago, Illinois 60601

Attention of John L. MacCarthy, Esq.

If to the Trustee:

Attention:

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 to a Holder shall be mailed by first-class
mail to his address shown on the register kept by the Registrar. Failure to
mail a notice or communication to a Holder or any defect in such notice or
communication shall not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed or sent in the manner provided
above within the time prescribed, it is duly given, whether or not the addressee
receives it, except that notice to the Trustee shall only be effective upon
receipt thereof by the Trustee.

If the Company mails a notice or communication to Holders, it shall
mail a copy to the Trustee and each Agent at the same time.

SECTION 10.03. Communication by Holders with Other Holders. Holders
may communicate pursuant to TIA Section 312(b) with other Holders with respect
to their rights under this Indenture or the Securities. The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA Section
312(c).

SECTION 10.04. Certificate and Opinion as to Conditions Precedent.
Upon any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee: (i) an Officers'
Certificate (which shall include the statements set forth in Section 10.05)
stating that, in the opinion of the signers, all conditions precedent and

<PAGE> 42

covenants, if any, provided for in this Indenture relating to the proposed
action have been complied with; and (ii) an Opinion of Counsel (which shall
include the statements set forth in Section 10.05) stating that, in the opinion
of such counsel, all such conditions precedent and covenants have been complied
with.

SECTION 10.05. Statements Required in Certificate or Opinion. Each
certificate (other than certificates provided pursuant to Section 4.04) or
opinion with respect to compliance with a condition or covenant provided for in
this Indenture shall include: (i) a statement that the person making such
certificate or opinion has read such covenant or condition; (ii) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based; (iii) a statement that, in the opinion of such person, he or she has made
such examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and (iv) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with; provided, however,
that with respect to matters of fact, an Opinion of Counsel may rely on an
Officers' Certificate or certificate of public officials.

SECTION 10.06. Rules by Trustee and Agents. The Trustee may make
reasonable rules for action by or for a meeting of Holders. The Registrar or
Paying Agent may make reasonable rules and set reasonable requirements for its
functions.

SECTION 10.07. Legal Holidays. A "Legal Holiday" is a Saturday, a
Sunday or a day on which banking institutions in the City of New York are not
required or authorized to be open. If a payment date is a Legal Holiday at a
place of payment, payment may be made at that place on the next succeeding day
that is not a Legal Holiday, and no interest shall accrue for the intervening
period.

SECTION 10.08. Duplicate Originals. The parties may sign any number
of copies of this Indenture. One signed copy is enough to prove this Indenture.

SECTION 10.09. Governing Law. The internal laws of the State of New
York shall govern this Indenture and the Securities, without regard to the
conflicts of law rules thereof.

SECTION 10.10. No Adverse Interpretation of Other Agreements. This
Indenture may not be used to interpret another indenture, loan or debt agreement
of the Company or any subsidiary. Any such indenture, loan or debt agreement
may not be used to interpret this Indenture.

SECTION 10.11. Successors. All agreements of the Company in this
Indenture and the Securities shall bind their respective successors. All
agreements of the Trustee in this Indenture shall bind its successor.

<PAGE> 43

SECTION 10.12. Severability. 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.

<PAGE> 44

SECTION 10.13. Counterpart Originals. This Indenture may be signed in
one or more counterparts. Each signed copy shall be an original, but all of
them together represent the same agreement.

LEAR CORPORATION,

by______________________________

Dated:

___________________________, as
Trustee,

by______________________________
Authorized Signatory

Dated:

<PAGE> 1
EXHIBIT 4.2

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

INDENTURE

Dated as of _____________, 199___

between

LEAR CORPORATION,
as Issuer

and

_______________________,
as Trustee

________________

Subordinated Notes

________________

================================================================================
<PAGE> 2
<TABLE>
<CAPTION>
Contents, p. 1

TABLE OF CONTENTS

Page
----
<S> <C>
ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.02. Other Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 1.03. Incorporation by Reference of Trust Indenture Act . . . . . . . . . . . . . . . . . . . 6
SECTION 1.04. Rules of Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE II

THE SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 2.01. Unlimited in Amount, Issuable in Series, Form and Dating . . . . . . . . . . . . . . . 7
SECTION 2.02. Execution and Authentication . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 2.03. Registrar and Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 2.04. Paying Agent to Hold Assets in Trust . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 2.05. Holder Lists . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 2.06. Registration of Transfer and Exchange. . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 2.07. Replacement Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 2.08. Outstanding Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 2.09. Treasury Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 2.10. Temporary Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 2.11. Cancellation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 2.12. CUSIP Numbers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 2.13. Defaulted Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE III

REDEMPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 3.01. Notices to Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 3.02. Selection of Securities to Be Redeemed. . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 3.03. Notice of Redemption. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 3.04. Effect of Notice of Redemption. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 3.05. Deposit of Redemption Price. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 3.06. Securities Redeemed in Part. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
</TABLE>

<PAGE> 3
<TABLE>
<CAPTION>
Contents, p. 2

<S> <C>
ARTICLE IV

COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 4.01. Payment of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 4.02. Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 4.03. SEC Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 4.04. Compliance Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 4.05. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 4.06. Corporate Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 4.07. Limitation on Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 4.08. Limitation on Sale and Lease-Back Transactions . . . . . . . . . . . . . . . . . . . . 18

ARTICLE V

MERGER, ETC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 5.01. When Company May Merge, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 5.02. Successor Corporation Substituted. . . . . . . . . . . . . . . . . . . . . . . . . . . 19

ARTICLE VI

DEFAULTS AND REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 6.01. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 6.02. Acceleration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 6.03. Other Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 6.04. Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 6.05. Control by Majority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 6.06. Limitation on Suits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 6.07. Rights of Holders To Receive Payment . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 6.08. Collection Suit by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 6.09. Trustee May File Proofs of Claim . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 6.10. Priorities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 6.11. Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

ARTICLE VII

TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 7.01. Duties of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 7.02. Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 7.03. Individual Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 7.04. Trustee's Disclaimer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 7.05. Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 7.06. Reports by Trustee to Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 7.07. Compensation and Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
</TABLE>

<PAGE> 4
<TABLE>
<CAPTION>
Contents, p. 3

<S> <C>
SECTION 7.08. Replacement of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 7.09. Successor Trustee by Merger, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 7.10. Eligibility; Disqualification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 7.11. Preferential Collection of Claims Against the Company . . . . . . . . . . . . . . . . . 28

ARTICLE VIII

DISCHARGE OF INDENTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 8.01. Satisfaction and Discharge of Indenture . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 8.02. Application of Trust Funds; Indemnification . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 8.03. Legal Defeasance of Securities of any Series . . . . . . . . . . . . . . . . . . . . . 29
SECTION 8.04. Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 8.05. Repayment to Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

ARTICLE IX

AMENDMENTS, SUPPLEMENTS AND WAIVERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 9.01. Without Consent of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 9.02. With Consent of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 9.03. Compliance with Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 9.04. Revocation and Effect of Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 9.05. Notation on or Exchange of Securities . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 9.06. Trustee to Sign Amendment, etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

ARTICLE X

SUBORDINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 10.01. Securities Subordinated to Senior Indebtedness . . . . . . . . . . . . . . . . . . . . 34
SECTION 10.02. Priority and Payment Over of Proceeds in Certain Events . . . . . . . . . . . . . . . . 34
SECTION 10.03. Payments May Be Paid Prior to Dissolution . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 10.04. Rights of Holders of Senior Indebtedness Not to Be Impaired . . . . . . . . . . . . . . 36
SECTION 10.05. Authorization to Trustee to Take Action to Effectuate
Subordination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 10.06. Distribution or Notice to Representative . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 10.07. Subrogation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 10.08. Obligations of Company Unconditional . . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 10.09. Trustee Entitled to Assume Payments Not Prohibited in
Absence of Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 10.10. Right of Trustee to Hold Senior Indebtedness . . . . . . . . . . . . . . . . . . . . . 38

ARTICLE XI

MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
</TABLE>

<PAGE> 5
<TABLE>
<CAPTION>
Contents, p. 4

<S> <C> <C>
SECTION 11.01. Trust Indenture Act Controls . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 11.02. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 11.03. Communication by Holders with Other Holders . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 11.04. Certificate and Opinion as to Conditions Precedent . . . . . . . . . . . . . . . . . . 40
SECTION 11.05. Statements Required in Certificate or Opinion . . . . . . . . . . . . . . . . . . . . . 40
SECTION 11.06. Rules by Trustee and Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 11.07. Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 11.08. Duplicate Originals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 11.09. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 11.10. No Adverse Interpretation of Other Agreements . . . . . . . . . . . . . . . . . . . . . 41
SECTION 11.11. Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 11.12. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 11.13. Counterpart Originals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

</TABLE>
<PAGE> 6

CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
Indenture
TIA Section Section
- ----------- --------
<S> <C>
Section 310(a)(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.10
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.10
(a)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(a)(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.10
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.08; 7.10
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
Section 311(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.11
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.11
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
Section 312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.05
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.03
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.03
Section 313(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.06
(b)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(b)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.06
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.06; 12.02;
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.06
Section 314(a)(1), (2), (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.03
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.04
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A
(c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.04
(c)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.04
(c)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.05
(f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
Section 315(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.01(b)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.05; 11.02
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.01(a)
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.01(c)
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.11
Section 316(a)(last sentence) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.09
(a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.05
(a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.04
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.07
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.04
Section 317(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.08
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.09
</TABLE>
<PAGE> 7
2

(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.04
Section 318(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11.01
</TABLE>
- -------------------

N.A. means Not Applicable

NOTE: This Cross-Reference Table shall not, for any purpose, be deemed to be
a part of the Indenture.

<PAGE> 8

INDENTURE dated as of __________, 199__, between LEAR CORPORATION, a
Delaware corporation (the "Company"), as issuer, and _________________, a
__________________, as trustee (the "Trustee").

The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its debentures,
notes or other evidences of indebtedness to be issued in one or more series
(the "Securities"), as herein provided, up to such principal amount as may from
time to time be authorized in or pursuant to one or more resolutions of the
Board of Directors or by supplemental indenture.

Each party agrees as follows for the benefit of the other
party and for the equal and ratable benefit of the Holders of each series of
the Securities:

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions.

"Affiliate" means, when used with reference to the Company or
another person, any person directly or indirectly controlling, controlled by,
or under direct or indirect common control with, the Company or such other
person, as the case may be. 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 management or 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 of the foregoing.

"Agent" means any Registrar, Paying Agent, authenticating
agent or co-Registrar.

"Attributable Value" means, in connection with a sale and
lease-back transaction, the lesser of (a) the fair market value of the assets
subject to such transaction and (b) the present value (discounted at a rate per
annum equal to the rate of interest implicit in the lease involved in such sale
and lease-back transaction, as determined in good faith by the Company) of the
obligations of the lessee for rental payments during the term of the related
lease.

"Board of Directors" means, with respect to any person, the
Board of Directors of a person or any duly authorized committee of such
Board of Directors.

"Board Resolution" means a copy of a resolution certified by
the secretary or an assistant secretary of such person to have been duly
adopted by the Board of Directors of such

<PAGE> 9

person or any duly authorized committee thereof and to be in full force and
effect on the date of such certification, and delivered to the Trustee.

"Business Day" means a day that is not a Legal Holiday as
defined in Section 11.07.

"Company" means the party named as such in this Indenture, or
any other obligor under this Indenture, until a successor replaces it pursuant
to this Indenture and thereafter means the successor.

"Consolidated" or "consolidated" means, when used with
reference to any amount, such amount determined on a consolidated basis in
accordance with GAAP, after the elimination of intercompany items.

"Consolidated Net Assets" means, as of any particular time,
the aggregate amount of assets after deducting therefrom all current
liabilities except for (a) short term borrowings, (b) current maturities of
long-term debt and (c) current maturities of obligations under capital leases,
all as set forth on the most recent consolidated balance sheet of the Company
and its consolidated Subsidiaries and computed in accordance with GAAP.

"Corporate Trust Office" means the office of the Trustee at
which at any particular time its corporate services business shall be
principally administered, which office at the date of execution of this
Indenture is located at _________________________________________________.

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

"Event of Default" has the meaning provided in Section 6.01.

"Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any successor statute.

"Exempted Debt" means the sum of the following as of the date
of determination: (i) Indebtedness of the Company incurred after the date
hereof and secured by Liens not otherwise permitted by the first sentence of
Section 4.07 and (ii) the Attributable Value of outstanding leases in respect
of sale and lease-back transactions entered into after the date hereof, other
than sale and lease-back transactions permitted by the limitation on sale and
lease-back transactions set forth under Section 4.08. For purposes of
determining whether or not a sale and lease-back transaction is "permitted"
Section 4.08, the last paragraph of Section 4.07 (creating an exception for
Exempted Debt) will be disregarded.

<PAGE> 10

in such other statements by such other entity as have been approved by a
significant segment of the accounting profession, which are applicable from
time to time.

"Global Security" means a Security issued to evidence all or a
part of any series of Securities that is executed by the Company and
authenticated and delivered by the Trustee to a depositary or pursuant to such
depositary's instructions, all in accordance with this Indenture and pursuant
to Section 2.01, which shall be registered as to principal and interest in the
name of such depositary or its nominee.

"Holder" means the person in whose name a Security is
registered on the Registrar's books.

"Indebtedness" of a Person means all obligations which would
be treated as liabilities upon a balance sheet of such Person prepared on a
consolidated basis in accordance with GAAP.

"Indenture" means this Indenture, as amended, supplemented or
modified from time to time.

"Lien" means any lien, security interest, charge or
encumbrance of any kind.

"Obligations" means all obligations for principal, premium,
interest, penalties, fees, indemnifications, reimbursements, damages and other
liabilities payable under the documentation governing any Indebtedness.

"Officer" of any person means the Chairman of the Board, the
Chief Executive Officer, the President, any Vice President, the Treasurer, the
Secretary or the Controller of such person.

"Officers' Certificate" means a certificate signed by two
Officers or by an Officer and an Assistant Treasurer, Assistant Secretary or
Assistant Controller of any person.

"Opinion of Counsel" means a written opinion from legal
counsel who is reasonably acceptable to the Trustee. The counsel may be an
employee of or counsel to the Company.

"Original Issue Discount Security" means any Security which
provides that an amount less than its principal amount is due and payable upon
acceleration after an Event of Default.

<PAGE> 11

given to secure the payment of the purchase price incurred in connection with
the acquisition (including acquisition through merger or consolidation) of
property (including shares of stock), including capital lease transactions in
connection with any such acquisition, and (b) Liens existing on property at the
time of acquisition thereof or at the time of acquisition by the Company or a
Subsidiary of the Company of any person then owning such property whether or
not such existing Liens were given to secure the payment of the purchase price
of the property to which they attach; provided that, with respect to clause
(a), the Liens shall be given within 12 months after such acquisition and shall
attach solely to the property acquired or purchased and any improvements then
or thereafter placed thereon; (v) Liens in favor of customs and revenue
authorities arising as a matter of law to secure payment of customs duties in
connection with the importation of goods; (vi) Liens upon specific items of
goods and proceeds of any Person securing such Person's obligations in respect
of bankers' acceptances issued or created for the account of such Person to
facilitate the purchase, shipment or storage of such inventory or other goods;
(vii) Liens securing reimbursement obligations with respect to letters of credit
that encumber documents and other property relating to such letters of credit
and the products and proceeds thereof; (viii) Liens on life insurance policies
granted to secure Indebtedness of the Company or any Subsidiary of the Company
against the cash surrender value thereof; (ix) Liens encumbering customary
initial deposits and margin deposits and other Liens in the ordinary course of
business, in each case securing Indebtedness of the Company under interest swap
obligations and currency agreements and forward contract, option, futures
contracts, futures options or similar agreements or arrangements designed to
protect the Company or any of its Subsidiaries from fluctuations in interest
rates, currency exchange rates or the price of commodities; (x) Liens arising
out of conditional sale, title retention, consignment or similar arrangements
for the sale of goods entered into by the Company or any of its Subsidiaries in
the ordinary course of business; (xi) statutory Liens and rights of offset and
setoff arising or granted in the ordinary course of business of the Company
and its Subsidiaries; (xii) Liens arising in connection with
industrial development bonds or other industrial development, pollution control
or tax favored financing transactions; (xiii) Liens for taxes, assessments,
governmental charges or claims which are being contested in good faith by
appropriate proceedings, promptly instituted and diligently conducted, if a
reserve or other appropriate provision, if any, as shall be required in
conformity with GAAP shall have been made therefor; (xiv) statutory Liens of
landlords and carriers', warehousemen's, mechanics', suppliers',
materialmen's, repairmen's, or other like Liens arising in the ordinary course
of business and with respect to amounts not yet delinquent or being contested
in good faith by appropriate process of law, if a reserve or other appropriate
provision, if any, as shall be required by GAAP shall have been made therefor;
and (xv) Liens in favor of the Company or any Subsidiary of the Company.

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

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

"Redemption Price" has the meaning provided in Section 3.03.
<PAGE> 12

"SEC" means the Securities and Exchange Commission and any
government agency succeeding to its functions.

"Securities" means the means the Securities authenticated and
delivered under this Indenture.

"Securities Act" means the Securities Act of 1933, as amended.

"Senior Indebtedness" means all Indebtedness (present or
future) created, incurred, assumed or guaranteed by the Company (and all
renewals, extensions or refundings thereof), unless the instrument under which
such Indebtedness is created, incurred, assumed or guaranteed provides that
such Indebtedness is not senior or superior in right of payment to the
Securities. Notwithstanding anything to the contrary in the foregoing, Senior
Indebtedness shall not include (i) any Indebtedness of the Company to any of
its Subsidiaries, (ii) any trade payables of the Company or (iii) any liability
for federal, state, local or other taxes owed or owing by the Company.

"Subordinated Indebtedness" means the Securities and any other
Indebtedness that is subordinate or junior in right of payment to Senior
Indebtedness.

"Subsidiary" of any Person means (i) a corporation a majority
of whose capital stock with voting power, under ordinary circumstances, to
elect directors is at the time, directly or indirectly, owned by such Person or
by such Person and a subsidiary or subsidiaries of such Person or by a
subsidiary or subsidiaries of such Person or (ii) any other Person (other than
a corporation) in which such Person or such Person and a subsidiary or
subsidiaries of such Person or a subsidiary or subsidiaries of such Persons, at
the time, directly or indirectly, owns at least a majority voting interest
under ordinary circumstances.

"TIA" means the Trust Indenture Act of 1939 (15 U.S. Code
Section 77aaa-77bbbb), as in effect on the date of this Indenture; provided,
however, that in the event the TIA is amended after such date, "TIA" means, to
the extent required by such amendment, the Trust Indenture Act of 1939, as so
amended.

"Trustee" means the party named as such above until a
successor becomes such pursuant to this Indenture and thereafter means or
includes each party who is then a trustee hereunder, and if at any time there
is more than one such party, "Trustee" as used with respect to the Securities
of any series means the Trustee with respect to Securities of that series. If
Trustees with respect to different series of Securities are trustees under this
Indenture, nothing herein shall constitute the Trustees co-trustees of the same
trust, and each Trustee shall be the trustee of a trust separate and apart from
any trust administered by any other Trustee with respect to a different series
of Securities.

"Trust Officer" means any officer in the corporate trust
department of the Trustee or any other officer of the Trustee assigned by the
Trustee to administer this Indenture.

<PAGE> 13

"U.S. Government Obligations" means (i) direct obligations of
the United States of America for the payment of which the full faith and credit
of the United States of America is pledged or (ii) obligations of a person
controlled or supervised by and acting as an agency or instrumentality of the
United States of America, the payment of which is unconditionally guaranteed as
a full faith and credit obligation by the United States of America and which in
either case, are non-callable at the option of the issuer thereof.

SECTION 1.02. Other Definitions.

<TABLE>
<CAPTION>
Defined in
Term Section
---- -----------
<S> <C>
"Bankruptcy Law" . . . . . . . . . . . . . . . . . . 6.01
"Custodian" . . . . . . . . . . . . . . . . . . . . . 6.01
"Legal Holiday" . . . . . . . . . . . . . . . . . . . 11.07
"Paying Agent" . . . . . . . . . . . . . . . . . . . 2.03
"Registrar" . . . . . . . . . . . . . . . . . . . . . 2.03
</TABLE>

SECTION 1.03. 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:

"indenture securities" means the Securities;

"indenture security holder" means a Holder;

"indenture to be qualified" means this Indenture;

"indenture trustee" or "institutional trustee" means the
Trustee; and

"obligor" on the Securities means the Company and any other
obligor on the indenture securities.

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 1.04. Rules of Construction. Unless the context
otherwise requires: (i) a term has the meaning assigned to it; (ii) an
accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP; (iii) "or" is not exclusive; (iv) words in the singular
include the plural, and in the plural include the singular; and (v) provisions
apply to successive events and transactions. Statements relating to the
payment of principal and interest shall include the payment, premium (if any)
and interest.

<PAGE> 14

ARTICLE II

THE SECURITIES

SECTION 2.01. Unlimited in Amount, Issuable in Series, Form
and Dating.

(a) The title and ranking of such Securities;

(b) The aggregate principal amount of such Securities and
any limit on such aggregate principal amount;

(c) The price (expressed as a percentage of the principal
amount thereof) at which such Securities will be issued and, if other
than the principal amount thereof, the portion of the principal amount
thereof payable upon declaration of acceleration of the maturity
thereof;

(d) The date or dates, or the method for determining such
date or dates, on which the principal of such Securities will be
payable;

(e) The rate or rates (which may be fixed or variable),
or the method by which such rate or rates shall be determined, at
which such Securities will bear interest, if any;

(f) The date or dates, or the method for determining such
date or dates, from which any such interest will accrue, the dates on
which any such interest will be payable, the record dates for such
interest payment dates, or the method by which such dates shall be
determined, the persons to whom such interest shall be payable, and
the basis upon which interest shall be calculated if other than that
of a 360-day year of twelve 30-day months;

(g) The place or places where the principal of and
interest, if any, on such Securities will be payable, where such
Securities may be surrendered for registration of transfer or exchange
and where notices or demands to or upon the Company in respect of such
Securities and this Indenture may be served;

(h) The period or periods, if any, within which, the
price or prices at which and the other terms and conditions upon which
such Securities may, pursuant to any optional or mandatory redemption
provisions, be redeemed, as a whole or in part, at the option of the
Company;

<PAGE> 15

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

(j) If other than U.S. dollars, the currency or
currencies in which such Securities are denominated and payable, which
may be a foreign currency or units of two or more foreign currencies
or a composite currency or currencies, and the terms and conditions
relating thereto;

(k) Whether the amount of payments of principal of (and
premium, if any) or interest, if any, on such Securities may be
determined with reference to an index, formula or other method (which
index, formula or method may, but need not be, based on the yield on
or trading price of other securities, including United States Treasury
securities, or on a currency, currencies, currency unit or units, or
composite currency or currencies) and the manner in which such amounts
shall be determined;

(l) Whether the principal of or interest on the
Securities of the series is to be payable, at the election of the
Company or a holder thereof, in a currency or currencies, currency
unit or units or composite currency or currencies other than that in
which such Securities are denominated or stated to be payable, the
period or periods within which, and the terms and conditions upon
which, such election may be made, and the time and manner of, and
identity of the exchange rate agent with responsibility for,
determining the exchange rate between the currency or currencies,
currency unit or units or composite currency or currencies in which
such Securities are denominated or stated to be payable and the
currency or currencies, currency unit or units or composite currency
or currencies in which such Securities are to be so payable;

(m) Provisions, if any, granting special rights to the
holders of Securities of the series upon the occurrence of such events
as may be specified;

(n) Any deletions from, modifications of or additions to
the Events of Default or covenants of the Company with respect to
Securities of the series, whether or not such Events of Default or
covenants are consistent with the Events of Default or covenants
described herein;

(o) Whether and under what circumstances the Company will
pay any additional amounts on such Securities in respect of any tax,
assessment or governmental charge and, if so, whether the Company will
have the option to redeem such Securities in lieu of making such
payment;
<PAGE> 16

(p) Whether Securities of the series are to be issuable
as registered securities, bearer securities (with or without coupons)
or both, any restrictions applicable to the offer, sale or delivery of
bearer securities and the terms upon which bearer securities of the
series may be exchanged for registered securities of the series and
vice versa (if permitted by applicable laws and regulations), whether
any Securities of the series are to be issuable initially in temporary
global form and whether any Securities of the series are to be
issuable in permanent global form with or without coupons and, if so,
whether beneficial owners of interests in any such permanent Global
Security may exchange such interests for Securities of such series and
of like tenor or any authorized form and denomination and the
circumstances under which any such exchanges may occur, if other than
in the manner provided in the Indenture, and, if registered securities
of the series are to be issuable as a Global Security, the identity of
the depositary for such series;

(q) The date as of which any bearer securities of the
series and any temporary Global Security representing outstanding
Securities of the series shall be dated if other than the date of
original issuance of the first security of the series to be issued;

(r) 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, or the person to whom, any
interest on any bearer security of the series shall be payable, if
otherwise than upon presentation and surrender of the coupons
appertaining thereto as they severally mature, and the extent to
which, or the manner in which, any interest payable on a temporary
Global Security on an interest payment date will be paid if other than
in the manner provided in the Indenture;

(s) Whether such Securities will be issued in
certificated or book entry form;

(t) The applicability, if any, of the legal defeasance
and covenant defeasance provisions of the Indenture to the Securities
of the series;

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

(v) Any other terms of the series.

SECTION 2.02. Execution and Authentication. Two Officers shall
sign the Securities for the Company by manual or facsimile signature. The
Company's seal shall be reproduced on the Securities and may be in facsimile
form.
<PAGE> 17

If an Officer whose signature is on a Security no longer holds
that office at the time the Security is authenticated, the Security shall be
valid nevertheless.

A Security shall not be valid until authenticated by the
manual signature of the Trustee. The signature shall be conclusive evidence
that the Security has been authenticated under this Indenture.

The Trustee shall authenticate Securities for original issue
upon a written order of the Company signed by one Officer of the Company.

The Trustee may appoint an authenticating agent reasonably
acceptable to the Company to authenticate Securities. Unless limited by the
terms of such 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. An
authenticating agent has the same rights as an Agent to deal with the Company
or an Affiliate of the Company.

If the Company shall establish pursuant to Section 2.01 that
the Securities of a series are to be issued in the form of one or more Global
Securities, then the Company shall execute and the Trustee shall authenticate
and deliver one or more Global Securities that (i) shall represent and shall be
denominated in an amount equal to the aggregate principal amount of all of the
Securities of such series to be issued in the form of Global Securities and not
yet canceled, (ii) shall be registered in the name of the depositary for such
Global Security or Securities or the nominee of such depositary, (iii) shall be
delivered by the Trustee to such depositary or pursuant to such depositary's
instructions, and (iv) shall bear a legend substantially to the following
effect: "Unless and until it is exchanged in whole or in part for Securities
in definitive registered form, this Security may not be transferred except as a
whole by the depositary to the nominee of the depositary or by a nominee of the
depositary to the depositary or another nominee of the depositary or by the
depositary or any such nominee to a successor depositary or a nominee of such
successor depositary."

Each depositary designated pursuant to Section 2.01 must, at
the time of its designation and at all times while it services as depositary,
be a clearing agency registered under the Exchange Act.

SECTION 2.03. Registrar and Paying Agent. The Company shall
maintain an office or agency where Securities of a particular series may be
presented for registration of transfer or for exchange (the "Registrar") and an
office or agency where Securities may be presented for payment (the "Paying
Agent"). The Registrar for a particular series of Securities shall keep a
register of the Securities of that series and of their transfer and exchange.
The Company may appoint one or more co-Registrars and one or more additional
Paying Agents for each series of Securities. The term "Paying Agent" includes
any additional paying agent and the term "Registrar" includes any additional
registrar. The Company may change any Paying Agent or Registrar without prior
notice to any Holder.
<PAGE> 18

The Company shall enter into an appropriate agency agreement
with any Agent not a party to this Indenture, which shall incorporate the terms
of the TIA and implement the terms of this Indenture which relate to such
Agent. The Company shall give prompt written notice to the Trustee of the name
and address of any Agent who is not a party to this Indenture. If the Company
fails to appoint or maintain another entity as Registrar or Paying Agent, the
Trustee shall act as such. The Company or any Affiliate of the Company may act
as Paying Agent or Registrar.

The Company hereby initially appoints the Trustee as Registrar
and Paying Agent for each series of Securities unless another Registrar or
Paying Agent, as the case may be, is appointed prior to the time the Securities
of that series are first issued.

SECTION 2.04. Paying Agent to Hold Assets in Trust. 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 assets held by the Paying Agent for the payment of principal of
and interest on the Securities (whether such money has been paid to it by the
Company or any other obligor on the Securities) and shall notify the Trustee of
any failure by the Company (or any other obligor on the Securities) in making
any such payment. While any such failure continues, the Trustee may require a
Paying Agent to pay all money held by it to the Trustee and to account for any
funds disbursed. The Company at any time may require a Paying Agent to pay all
money held by it to the Trustee. Upon payment over to the Trustee, the Paying
Agent (if other than the Company or a Subsidiary of the Company) shall have no
further liability for the money so paid over to the Trustee. If the Company or
a Subsidiary of the Company acts as Paying Agent, it shall segregate and hold
in a separate trust fund for the benefit of the Holders all money held by it as
Paying Agent.

SECTION 2.05. Holder 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, separately by series, and shall
otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar,
the Company shall furnish to the Trustee on or before each interest payment
date for the Securities 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 Holders, separately by series, relating
to such interest payment date or request, as the case may be.

SECTION 2.06. Registration of Transfer and Exchange. When
Securities of a series are presented to the Registrar or a co-Registrar with a
request to register their transfer or to exchange them for an equal principal
amount of Securities of other denominations, the Registrar or co-Registrar
shall register the transfer or make the exchange if its requirements for such
transaction are met. To permit registrations of transfer and exchanges, the
Company shall issue and the Trustee shall authenticate Securities at the
Registrar's or co- Registrar's request. No service charge shall be made for
any registration of transfer or exchange, but the Company may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with registration, transfer or exchange of Securities
other than exchanges pursuant to Section 2.10, 3.06 or 9.05 not involving any
transfer.

<PAGE> 19

The Registrar or co-Registrar shall not be required to
register the transfer or exchange of (i) any Security of a particular
series selected for redemption in whole or in part, except the unredeemed
portion of any Security of that series being redeemed in part, or (ii) any
Security of a particular series during a period beginning at the opening of
business 15 days before the day of any selection of Securities of that series
for redemption under Section 3.02 and ending at the close of business on the
date of selection.

Any Holder of a beneficial interest in a Global Security
shall, by acceptance of such beneficial interest, agree that transfers of
beneficial interest in such Global Security may be effected only through a book
entry system maintained by the holder of such Global Security (or its agent),
and that ownership of a beneficial interest in the Security shall be required
to be reflected in a book entry system.

SECTION 2.07. Replacement Securities. If a mutilated
Security is surrendered to the Trustee or if the Holder of a Security claims
that the Security has been lost, destroyed or wrongfully taken, the Company
shall issue and the Trustee shall authenticate a replacement Security of the
same series if the requirements of the Trustee and the Company are met;
provided that, if any such Security has been called for redemption in
accordance with the terms thereof, the Trustee may pay the Redemption Price
thereof on the Redemption Date without authenticating or replacing such
Security. The Trustee or the Company may, in either case, require the Holder
to provide an indemnity bond sufficient in the judgment of each of the Trustee
and the Company to protect the Company, the Trustee or any Agent from any loss
which any of them may suffer if a Security is replaced or if the Redemption
Price therefor is paid pursuant to this Section. The Company may charge the
Holder who has lost a Security for its expenses in replacing a Security.

Every replacement Security is an obligation of the Company and
shall be entitled to the benefits of this Indenture equally and proportionately
with any and all other Securities of the same series.

SECTION 2.08. Outstanding Securities. The Securities of
any series outstanding at any time are all the Securities of that series
authenticated by the Trustee except for those canceled by it, those delivered
to it for cancellation and those described in this Section as not outstanding.

If a Security is replaced pursuant to Section 2.07, it ceases
to be outstanding and interest ceases to accrue unless the Trustee receives
proof satisfactory to it that the replaced Security is held by a bona fide
purchaser.

If all principal of and interest on any of the Securities are
considered paid under Section 4.01, such Securities shall cease to be
outstanding and interest on them shall cease to accrue.

Except as provided in Section 2.09, a Security does not cease
to be outstanding because the Company or an Affiliate of the Company holds such
Security.
<PAGE> 20

For each series of Original Issue Discount Securities, the
principal amount of such Securities that shall be deemed to be outstanding and
used to determine whether the necessary Holders have given any request, demand,
authorization, direction, notice, consent or waiver shall be the principal
amount of such Securities that could be declared to be due and payable upon
acceleration upon an Event of Default as of the date of such determination.
When requested by the Trustee, the Company will advise the Trustee of such
amount, showing its computations in reasonable detail.

SECTION 2.09. Treasury Securities. In determining whether
the Holders of the required principal amount of Securities of any series have
concurred in any direction, waiver or consent, Securities owned by the Company
or an Affiliate of the Company shall be considered as though they are not
outstanding, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Securities which such Trustee actually knows are so owned shall be so
disregarded.

SECTION 2.10. Temporary Securities. Until definitive
Securities are ready for delivery, the Company may prepare and execute and the
Trustee shall authenticate temporary Securities. Temporary Securities shall be
substantially in the form of definitive Securities but may have variations that
the Company considers appropriate for temporary Securities. Without
unreasonable delay, the Company shall prepare and the Trustee shall
authenticate definitive Securities in exchange for temporary Securities.
Holders of temporary Securities shall be entitled to all of the benefits of
this Indenture.

SECTION 2.11. Cancellation. The Company at any time may
deliver Securities to the Trustee for cancellation. The Registrar and Paying
Agent shall forward to the Trustee any Securities surrendered to them for
registration of transfer, exchange, payment or repurchase. The Trustee shall
cancel all Securities surrendered for registration of transfer, exchange,
payment, repurchase, redemption, replacement or cancellation and shall destroy
such Securities (subject to the record retention requirements of the Exchange
Act). Certification of the destruction of all cancelled Securities shall be
promptly delivered to the Company. The Company may not issue new Securities to
replace Securities that it has paid or that have been delivered to the Trustee
for cancellation.

SECTION 2.12. CUSIP Numbers. The Company in issuing the
Securities may use "CUSIP" numbers (if then generally in use), and the Trustee
shall use CUSIP numbers in notices of redemption or exchange as a convenience
to Holders; provided that any such notice shall state that no representation is
made as to the correctness of such numbers either as printed on the Securities
or as contained in any such notice and that reliance may be placed only on the
other identification numbers printed on the Securities, and any such redemption
shall not be affected by any defect in or omission of such numbers. The
Company shall promptly notify the Trustee of any change in the CUSIP numbers.

SECTION 2.13. Defaulted Interest. If the Company fails to
make a payment of interest on any series of Securities, it shall pay such
defaulted interest plus (to the extent lawful) any interest payable on the
defaulted interest, in any lawful manner. It may elect to pay such

<PAGE> 21

defaulted interest, plus any such interest payable on it, to the Persons who
are Holders of such Securities on which the interest is due on a subsequent
special record date. The Company shall notify the Trustee in writing of the
amount of defaulted interest proposed to be paid on each such Security. The
Company shall fix any such record date and payment date for such payment. At
least 15 days before any such record date, the Company shall mail to Holders
affected thereby a notice that states the record date, payment date, and amount
of such interest to be paid.

SECTION 2.14. Special Record Dates. The Company may, but
shall not be obligated to, set a record date for the purpose of determining the
identity of Holders entitled to consent to any supplement, amendment or waiver
permitted by this Indenture. If a record date is fixed, the Holders of
Securities of that series outstanding on such record date, and no other Holders,
shall be entitled to consent to such supplement, amendment or waiver or revoke
any consent previously given, whether or not such Holders remain Holders after
such record date. No consent shall be valid or effective for more than 90 days
after such record date unless consents from Holders of the principal amount of
Securities of that series required hereunder for such amendment or waiver to be
effective shall have also been given and not revoked within such 90-day period.

ARTICLE III

REDEMPTION

SECTION 3.01. Notices to Trustee. If the Company elects to
redeem Securities of any series pursuant to any optional redemption provisions
thereof, it shall notify the Trustee of the intended Redemption Date and the
principal amount of Securities of that series to be redeemed.

The Company shall give each notice provided for in this
Section and an Officers' Certificate at least 30 days before the Redemption
Date (unless a shorter period shall be satisfactory to the Trustee).

<PAGE> 22

with the requirements of any exchange on which the Securities of that series
are listed, or, if the Securities of that series are not listed on an exchange,
on a pro rata basis or by lot, which in any case shall be in accordance with a
method the Trustee considers fair and appropriate.

Except as otherwise provided as to any particular series of
Securities, Securities and portions thereof that the Trustee selects shall be
in amounts equal to the minimum authorized denomination for Securities of the
series to be redeemed or any integral multiple thereof. 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 or portions of Securities to be called
for redemption.

SECTION 3.03. Notice of Redemption. At least 15 days but
not more than 60 days before the Redemption Date, the Company shall mail a
notice of redemption by first-class mail to each Holder whose Securities are to
be redeemed at the address of such Holder appearing in the register.

The notice shall identify the Securities of the series to be
redeemed and shall state:

(1) the Redemption Date;

(2) the redemption price fixed in accordance with the terms
of the Securities of the series to be redeemed, plus accrued interest,
if any, to the date fixed for redemption (the "Redemption Price");

(3) if any Security is being redeemed in part, the portion of
the principal amount of such Security to be redeemed and that, after
the Redemption Date, upon surrender of such Security, a new Security
or Securities in principal amount equal to the unredeemed portion will
be issued;

(4) the name and address of the Paying Agent;

(5) that Securities called for redemption must be surrendered
to the Paying Agent to collect the Redemption Price;

(6) that, unless the Company defaults in payment of the
Redemption Price, interest on Securities called for redemption ceases
to accrue on and after the Redemption Date; and

(7) the CUSIP number, if any, of the 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 its expense. The notice
mailed in the manner herein provided shall be conclusively presumed to have
been duly given whether or not the Holder receives such notice. In any case,
failure to give such notice by mail or any defect in the notice to the Holder
of any Security shall not affect the validity of the proceeding for the
redemption of any other Security.

<PAGE> 23

SECTION 3.04. Effect of Notice of Redemption. Once notice
of redemption is mailed, Securities called for redemption become due and
payable on the Redemption Date at the Redemption Price. Upon surrender to the
Paying Agent, such Securities shall be paid at the Redemption Price.

SECTION 3.05. Deposit of Redemption Price. On or before
the Redemption Date, the Company shall deposit with the Trustee or with the
Paying Agent (or if the Company or any Subsidiary of the Company is acting as
its own Paying Agent, the Company or such Subsidiary shall segregate and hold
in trust) money sufficient to pay the Redemption Price on all Securities to be
redeemed on that date other than Securities or portions thereof called for
redemption on that date which have been delivered by the Company to the Trustee
for cancellation. The Paying Agent shall promptly return to the Company any
money not required for that purpose.

SECTION 3.06. Securities Redeemed in Part. Upon surrender
of a Security that is redeemed in part, the Company shall issue and the Trustee
shall authenticate for the Holder at the expense of the Company, a new Security
of the same series equal in principal amount to the unredeemed portion of the
Security surrendered.

ARTICLE IV

COVENANTS

SECTION 4.01. Payment of Securities. The Company shall pay or
cause to be paid the principal of and interest on the Securities on the dates
and in the manner provided in this Indenture and the Securities. Principal and
interest shall be considered paid on the date due if the Paying Agent, if other
than the Company or an Affiliate, holds as of 11:00 a.m. New York time on that
date immediately available funds designated for and sufficient to pay all
principal and interest then due. To the extent lawful, the Company shall pay
interest on overdue principal and overdue installments of interest at the rate
per annum borne by the applicable series of Securities.

SECTION 4.02. Maintenance of Office or Agency. The Company
shall maintain in the Borough of Manhattan, the City of New York, an office or
agency (which may be an office of the Trustee or an affiliate of the Trustee or
Registrar) where Securities may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the
Securities and this Indenture may be served. The Company shall give prompt
written notice to the Trustee of the location, and any change in the location,
of such office or agency. If at any time the Company shall fail to maintain
any such required office or agency or shall fail to furnish the Trustee with
the address thereof, such presentations, surrenders, notices and demands may be
made or served at the Corporate Trust Office of the Trustee.

rescission shall in any manner relieve the Company of its obligation to
maintain an office or agency in the Borough of Manhattan, the City of New York
for such purposes. The Company shall give prompt written notice to the Trustee
of any such designation or rescission and of any change in the location of any
such other office or agency.

The Company hereby designates the Corporate Trust Office of
the Trustee as one such office or agency of the Company in accordance with
Section 2.03.

SECTION 4.03. SEC Reports. The Company shall deliver to the
Trustee within 15 days after it files them with the SEC copies of the annual
reports and of the information, documents, and other reports (or copies of such
portions of any of the foregoing as the 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; provided, however, the Company shall
not be required to deliver to the Trustee any materials for which the Company
has sought and received confidential treatment by the SEC. The Company also
shall comply with the other provisions of TIA Section 314(a).

SECTION 4.04. Compliance Certificate. The Company shall
deliver to the Trustee, within 120 days after the end of each fiscal year of
the Company, an Officers' Certificate stating that in the course of the
performance by the signers of their duties as officers of the Company, they
would normally have knowledge of any failure by the Company to comply with all
conditions, or default by the Company with respect to any covenants, under this
Indenture, and further stating whether or not they have knowledge of any such
failure or default and, if so, specifying each such failure or default and the
nature thereof. For purposes of this Section, such compliance shall be
determined without regard to any period of grace or requirement of notice
provided for in this Indenture. The certificate need not comply with Section
11.04.

SECTION 4.05. Taxes. The Company shall pay prior to
delinquency, all material taxes, assessments, and governmental levies except as
contested in good faith by appropriate proceedings.

SECTION 4.06. Corporate Existence. Subject to Article
V hereof, the Company shall do or cause to be done all things necessary
to preserve and keep in full force and effect (i) its corporate
existence and (ii) the material rights (charter and statutory), licenses and
franchises of the Company and its Subsidiaries taken as a whole; provided,
however, that the Company shall not be required to preserve any such right,
license or franchise, if the Board of Directors or management of the Company
shall determine that the preservation thereof is no longer in the best
interests of the Company, and that the loss thereof is not adverse in any
material respect to the Holders.

without effectively providing that each series of Securities shall be equally
and ratably secured until such time as such Indebtedness is no longer secured
by such Lien, except: (i) Liens existing as of the date hereof; (ii) Liens
granted after the date hereof on any assets or properties of the Company or any
of its Subsidiaries securing Indebtedness of the Company created in favor of
the holders of such series; (iii) Liens securing Indebtedness of the Company
which is incurred to extend, renew or refinance Indebtedness which is secured
by Liens permitted to be incurred under this Indenture; provided that such Liens
do not extend to or cover any property or assets of the Company or any of its
Subsidiaries other than the property or assets securing the Indebtedness being
refinanced and that the principal amount of such Indebtedness does not exceed
the principal amount of the Indebtedness being refinanced; (iv) Liens securing
Senior Indebtedness; (v) Permitted Liens; and (vi) Liens created in
substitution of or as replacements for any Liens permitted by the preceding
clauses (i) through (v), provided that, based on a good faith determination of
an Officer of the Company, the property or asset encumbered under any such
substitute or replacement Lien is substantially similar in nature to the
property or asset encumbered by the otherwise permitted Lien which is being
replaced.

Notwithstanding the foregoing, the Company and any Subsidiary
of the Company may, without securing any series of Securities, create, incur or
permit to exist Liens which would otherwise be subject to the restrictions set
forth in the preceding paragraph, if after giving effect thereto and at the
time of determination, Exempted Debt does not exceed 10% of Consolidated Net
Assets.

SECTION 4.08. Limitation on Sale and Lease-Back Transactions.
The Company shall not, nor shall it permit any of its Subsidiaries to, enter
into any sale and lease-back transaction for the sale and leasing back of any
property or asset, whether now owned or hereafter acquired, of the Company or
any of its Subsidiaries (except such transactions (i) entered into prior to the
date hereof, (ii) for the sale and leasing back of any property or asset by a
Subsidiary of the Company to the Company or any other Subsidiary of the Company,
(iii) involving leases for less than three years or (iv) in which the lease for
the property or asset is entered into within 120 days after the later of the
date of acquisition, completion of construction or commencement of full
operations of such property or asset) unless (a) the Company or such Subsidiary
would be entitled under Section 4.07 to create, incur or permit to exist a Lien
on the assets to be leased in an amount at least equal to the Attributable
Value in respect of such transaction without equally and ratably securing the
Securities of that series, or (b) the proceeds of the sale of the assets to be
leased are at least equal to their fair market value and the proceeds are
applied to the purchase, acquisition, construction or refurbishment of assets
or to the repayment of Indebtedness of the Company or any of its Subsidiaries
which by its terms matures not earlier than one year after the date of such
repayment.
<PAGE> 26

ARTICLE V

MERGER, ETC.

SECTION 5.01. When Company May Merge, etc. The Company
shall not consolidate or merge with or into, or sell, assign, transfer, lease,
convey or otherwise dispose of all or substantially all of its assets to, any
Person unless: (i) the Person formed by or surviving any such consolidation or
merger (if other than the Company), or to which such sale, assignment,
transfer, lease, conveyance or disposition has been made, is a corporation
organized and existing under the laws of the United States of America, any
state thereof or the District of Columbia; (ii) the corporation formed by or
surviving any such consolidation or merger (if other than the Company), or to
which such sale, assignment, transfer, lease, conveyance or disposition has
been made, assumes by supplemental indenture satisfactory in form to the
Trustee all the obligations of the Company under the Securities and this
Indenture; (iii) immediately after such transaction, and giving effect thereto,
no Default or Event of Default shall have occurred and be continuing.
Notwithstanding the foregoing, the Company may merge with another Person or
acquire by purchase or otherwise all or any part of the property or assets of
any other corporation or Person in a transaction in which the surviving entity
is the Company.

SECTION 5.02. Successor Corporation Substituted. Upon any
consolidation or merger, or any sale, assignment, transfer, lease, conveyance
or other disposition of all or substantially all the assets of the Company in
accordance with Section 5.01, the successor corporation formed by such
consolidation or into which the Company is merged or to which such sale,
assignment, transfer, lease, conveyance or other disposition 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
corporation had been named as the Company herein. In the event of any such
sale or conveyance, but not any such lease, the Company or any successor
corporation which thereafter shall have become such in the manner described in
this Article V shall be discharged from all obligations and covenants under
this Indenture and the Securities and may be dissolved, wound up or liquidated.

ARTICLE VI

DEFAULTS AND REMEDIES

SECTION 6.01. Events of Default. An "Event of Default"
occurs with respect to Securities of any particular series, unless in the
establishing Board Resolutions, Officers' Certificate or supplemental indenture
hereto, it is provided that such series shall not have the benefit of any such
Event of Default, when any of the following occurs:

(i) the Company defaults in the payment of interest on any
Security of that series when it becomes due and payable and such
default continues for a period of 30 days;
<PAGE> 27

(ii) the Company defaults in the payment of the principal of any
Security of that series when the same becomes due and payable at
maturity, upon acceleration, redemption or otherwise;

(iii) the Company fails to comply with any of its other agreements
or covenants in, or provisions of, the Securities of that series or
this Indenture and the Default continues for the period and after the
notice specified below;

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

(v) a court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that: (A) is for relief against the Company
in an involuntary case or proceeding, (B) appoints a Custodian for the
Company or for all or substantially all of the Company's property, or
(C) orders the liquidation of the Company;

and in case of (v) the order or decree remains unstayed and in effect for 60
days.

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

A Default under clause (iii) of this Section 6.01 is not an
Event of Default with respect to a particular series of Securities until the
Trustee notifies the Company in writing, or the Holders of at least 25% in
principal amount of the outstanding Securities of that series notify the
Company and the Trustee, in writing, of the Default, and the Company does not
cure the Default within 30 days after receipt of the notice. The notice must
specify the Default, demand that it be remedied and state that the notice is a
"Notice of Default".

SECTION 6.02. Acceleration. Subject to Article X, if an
Event of Default (other than an Event of Default specified in clause (iv) or
(v) of Section 6.01) occurs and is continuing, the Trustee or the Holders of at
least 25% of the principal amount of the outstanding Securities of that series,
by written notice to the Company may declare due and payable 100% of the
principal amount (or, in the case of Original Issue Discount Securities, such
lesser amount as may be provided for in such Securities) of the Securities of
that series plus any accrued interest to the date of payment. Upon a
declaration of acceleration, such principal (or such lesser amount) and accrued
interest to the date of payment shall be due and payable. If an
Event of Default specified in clause (iv) or (v) of Section 6.01 occurs, all
unpaid principal and accrued interest on the Securities shall become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder.
<PAGE> 28

The Holders of a majority of the outstanding principal amount
of the Securities of that Series by written notice to the Trustee may rescind
an acceleration and its consequences if (i) all existing Events of Default
other than the nonpayment of principal (or such lesser amount) of or interest
on the Securities of that series which have become due solely because of the
acceleration, have been cured or waived and (ii) the rescission would not
conflict with any judgment or decree of a court of competent jurisdiction.

SECTION 6.03. Other Remedies. If an Event of Default
occurs and is continuing with respect to any series of Securities, the Trustee
may pursue any available remedy by proceeding at law or in equity to collect
the payment of principal of or interest on the Securities of that series or to
enforce the performance of any provision of the Securities of that series or
this Indenture.

The Trustee may maintain a proceeding even if it does not
possess any of the Securities or does not produce any of them in the
proceeding. A delay or omission by the Trustee or any Holder in exercising any
right or remedy accruing upon the 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 remedies are cumulative to the
extent permitted by law.

SECTION 6.04. Waiver of Past Defaults. Subject to Sections
6.07 and 9.02, the Holders of at least a majority in principal amount of the
outstanding Securities of any series by notice to the Trustee may waive an
existing Default or Event of Default and its consequences with respect to that
series, except a Default in the nonpayment of the principal of or interest on
any Security of that series (provided, however, that the Holders of a majority
in principal amount of the then outstanding Securities of any series may
rescind an acceleration and its consequences, including any related payment
default that resulted from such acceleration). When a Default or Event of
Default is waived, it is cured and ceases.

SECTION 6.05. Control by Majority. The Holders of at least
a majority in 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 exercising any trust or power conferred on it.
However, the Trustee may refuse to follow any direction that conflicts with law
or this Indenture, that the Trustee determines may be unduly prejudicial to the
rights of other Holders or that may involve the Trustee in personal liability.
The Trustee may take any other action which it deems proper which is not
inconsistent with any such direction.

SECTION 6.06. Limitation on Suits. A Holder of Securities
of any series may not pursue a remedy with respect to this Indenture or the
Securities of that series unless: (i) the Holder gives to the Trustee written
notice of a continuing Event of Default with respect to such series; (ii) the
Holders of at least 25% in principal amount of the outstanding Securities of
that series make a written request to the Trustee to pursue the remedy; (iii)
such Holder or Holders offer to the Trustee indemnity satisfactory to the
Trustee against any loss, liability, cost or expense; (iv) the Trustee does not
comply with the request within 60 days after receipt of the request and the
offer of indemnity; and (v) during such 60-day period the Holders of at least a
majority in principal
<PAGE> 29

amount of the outstanding Securities of that series do not give the Trustee a
direction inconsistent with the request.

A Holder may not use this Indenture to prejudice the rights of
another Holder or to obtain a preference or priority over another Holder.

SECTION 6.07. Rights of Holders To Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder
of a Security to receive payment of principal of or interest, if any, on the
Security on or after the respective due dates expressed or provided for in the
Security, subject to the provisions of Article X, or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of the Holder.

SECTION 6.08. Collection Suit by Trustee. If an Event of
Default specified in Section 6.01(i) or (ii) occurs and is continuing with
respect to Securities of any series, the Trustee may recover judgment in its
own name and as trustee of an express trust against the Company for the whole
amount of principal (or such portion of the principal as may be specified as
due upon acceleration at that time in the terms of that series of Securities)
and accrued interest, if any, remaining unpaid on the outstanding Securities of
that series, together with (to the extent lawful) interest on overdue principal
and interest, and such further amount as shall be sufficient to cover the costs
and, to the extent lawful, expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel and any other amounts due the Trustee under Section 7.07.

SECTION 6.09. Trustee May File Proofs of Claim. The
Trustee may file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee and the
Holders allowed in any judicial proceeding relative to the Company (or any
other obligor upon the Securities), its creditors or its property and shall be
entitled and empowered to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same, and any
custodian in any such judicial proceedings is hereby authorized by each Holder
to make such payments to the Trustee and, in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 7.07. Nothing herein contained
shall be deemed to authorize the Trustee to authorize or consent to or accept
or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding.

SECTION 6.10. Priorities. If the Trustee collects any
money pursuant to this Article VI, it shall pay out the money in the following
order:

FIRST: to the Trustee, its agents and attorneys for amounts
due under Section 7.07, including payment of all compensation, expense
and liabilities
<PAGE> 30

incurred, and all advances made by the trustee and the costs and
expenses of collection;

SECOND: to holders of Senior Indebtedness in accordance with
Article X hereof;

THIRD: to Holders of any particular series of Securities for
amounts due and unpaid on the Securities of such series for principal
and interest, if any, ratably, without preference or priority of any
kind, according to the amounts due and payable on the Securities of
such series for principal and interest, respectively; and

FOURTH: to the Company or any other obligors on the
Securities of that series, as their interests may appear, or as a
court of competent jurisdiction may direct.

The Trustee, upon prior written notice to the Company, may fix
a record date and payment date for any payment to Holders pursuant to this
Section 6.10. The Trustee shall notify the Company in writing reasonably in
advance of any such record date and payment date.

ARTICLE VII

TRUSTEE

SECTION 7.01. Duties of Trustee. (a) If an Event of
Default has occurred and is continuing, the Trustee shall exercise such of the
rights and powers vested in it by this Indenture, and use the same degree of
care and skill in their exercise, as a prudent person would exercise or use
under the circumstances in the conduct of such person's own affairs.

(b) Except during the continuance of an Event of Default:
(1) the Trustee need perform only those duties that are specifically set forth
in this Indenture or the TIA, and no implied covenants or obligations shall be
read into this Indenture against the Trustee 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, in the case of any such certificates
<PAGE> 31

or opinions which by any provision hereof are specifically required to be
furnished to the Trustee, the Trustee shall examine the certificates and
opinions to determine whether or not, on their face, 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 wilful
misconduct except that: (1) this paragraph does not limit the effect of
paragraph (b) of this Section 7.01, (2) the Trustee shall not be liable for any
error of judgment made in good faith by a Trust Officer or other 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 6.05.

(d) Whether or not therein expressly so provided, 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 7.01.

(e) No provision of this Indenture shall require the
Trustee to expend or risk its own funds or incur any liability. The Trustee
may refuse to perform any duty or exercise any right or power unless it
receives indemnity satisfactory to it against any loss, liability, cost or
expense (including, without limitation, reasonable fees of counsel).

(f) The Trustee shall not be obligated to pay interest on
any money or other assets received by it unless otherwise agreed in writing
with the Company. Assets held in trust by the Trustee need not be segregated
from other funds except to the extent required by law.

SECTION 7.02. Rights of Trustee. Subject to TIA Section
315(a) through (d):

(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.

(b) Before the Trustee acts or refrains from acting, it
may require an Officers' Certificate or an Opinion of Counsel, or both. The
Trustee shall not be liable for any action it takes or omits to take in good
faith in reliance on the Officers' Certificate or Opinion of Counsel.

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

(d) 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 the rights or powers conferred upon it by this Indenture, unless the
Trustee's conduct constitutes negligence.

(e) The Trustee may consult with counsel of its selection
and the advice of such counsel as to matters of law shall be full and complete
authorization and protection in respect of any
<PAGE> 32

action taken, omitted or suffered by it hereunder in good faith and in
accordance with the advice or opinion of such counsel.

(f) Unless otherwise specifically provided in this
Indenture, any demand, request, direction or notice from the Company shall be
sufficient if signed by an Officer of the Company.

SECTION 7.03. Individual Rights of Trustee. The Trustee in
its individual or any other capacity may become the owner or pledgee of
Securities and may otherwise deal with the Company or an Affiliate of the
Company with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights. However, the Trustee is subject to Sections
7.10 and 7.11.

SECTION 7.05. Notice of Defaults. If a Default or Event of
Default with respect to the Securities of any series occurs and is continuing,
and if it is known to the Trustee, the Trustee shall mail to Holders a notice
of the Default or Event of Default within 90 days after the occurrence thereof.
Except in the case of a Default or Event of Default in payment of any such
Security, the Trustee may withhold the notice if and so long as it in good
faith determines that withholding the notice is in the interests of the
Holders.

SECTION 7.06. Reports by Trustee to Holders. The Trustee
shall transmit to Holders such reports concerning the Trustee and its actions
under this Indenture as may be required by TIA Section 3.13 at the times and in
the manner provided by the TIA, which shall initially be not less than every
twelve months commencing on and may be dated as of a date up to 75 days prior
to such transmission.

A copy of each report at the time of its mailing to Holders
shall be filed with the SEC, if required, and each stock exchange, if any, on
which the Securities are listed. The Company shall promptly notify the Trustee
when the Securities of any series are listed on any stock exchange.

SECTION 7.07. Compensation and Indemnity. The Company
shall pay to the Trustee from time to time such compensation as shall be agreed
in writing between the Company and the Trustee for its services hereunder. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee upon
request for all reasonable disbursements, advances and expenses incurred by it,
including in particular, but without limitation, those incurred in connection
with the enforcement of any remedies hereunder. Such expenses may include the
reasonable fees and out-of-pocket expenses of the Trustee's agents and counsel.

<PAGE> 33

Except as set forth in the next paragraph, the Company shall
indemnify and hold harmless the Trustee against any and all loss and liability
incurred by it arising out of or in connection with the acceptance or
administration of the trust under this Indenture. The Trustee shall notify the
Company promptly of any claim for which it may seek indemnity. The Company
shall defend such claim and the Trustee shall cooperate in such defense. The
Trustee may have separate counsel and the Company shall pay the reasonable fees
and out-of-pocket expenses of such counsel.

The Company need not reimburse any expense or indemnify
against any loss, liability, cost or expense incurred by the Trustee through
negligence, wilful misconduct or bad faith.

To secure the Company's payment obligations in this Section
7.07, the Trustee shall have a lien prior to the Securities on all money or
property held or collected by the Trustee, except that held in trust to pay the
principal of and interest on particular Securities. Such obligations shall
survive the satisfaction and discharge of the Indenture.

When the Trustee incurs expenses or renders services after an
Event of Default specified in clause (iv) or (v) of Section 6.01 occurs, the
expenses and the compensation for the services are intended to constitute
expenses of administration under any Bankruptcy Law.

SECTION 7.08. Replacement of Trustee. A resignation or
removal of the Trustee and appointment of a successor Trustee shall become
effective only upon the successor Trustee's acceptance of appointment as
provided in this Section 7.08.

The Trustee may resign and be discharged from the trust hereby
created with respect to one or more or all series of Securities by so notifying
the Company in writing. The Holders of a majority in principal amount of the
then outstanding Securities of any series may remove the Trustee with respect
to that series by so notifying the Trustee and the Company in writing.
The Company may remove the Trustee with respect to one or more or all series of
Securities if: (i) the Trustee fails to comply with Section 7.10 or TIA
Section 310; (ii) the Trustee is adjudged a bankrupt or an insolvent or an
order for relief is entered with respect to the Trustee under any Bankruptcy
Law; (iii) a Custodian or public officer takes charge of the Trustee or its
property; or (iv) the Trustee becomes incapable of acting.

If, as to any series of Securities, the Trustee resigns or is
removed or if a vacancy exists in the office of the Trustee for any reason, the
Company shall promptly appoint a successor Trustee for that series of
Securities. The Trustee shall be entitled to payment of its fees and
reimbursement of its expenses while acting as Trustee. Within one year after
the successor Trustee takes office, the Holders of at least a majority in
principal amount of then outstanding Securities of that series may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.

Any Holder of Securities of that series may petition any court
of competent jurisdiction for the removal of the Trustee and the appointment of
a successor Trustee if the Trustee fails to comply with Section 7.10.
<PAGE> 34

A successor Trustee as to any series of Securities shall
deliver a written acceptance of its appointment to the retiring Trustee and to
the Company. Thereupon 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 Company shall mail
a notice of the successor Trustee's succession to the Holders. 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 7.07.
Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the
Company's obligations under Section 7.07 hereof shall continue for the benefit
of the retiring Trustee with respect to expenses, losses and liabilities
incurred by it prior to such replacement.

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) shall contain such provisions as shall be
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 or desirable to provide for
or facilitate the administration of the trusts hereunder by more than one
Trustee; provided, however, that nothing herein or in such supplemental
Indenture shall constitute such Trustees to be co-trustees of the same trust
and that each such Trustee shall be trustee of a trust hereunder separate and
apart from any trust hereunder administered by any other such Trustee.

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.

SECTION 7.09. Successor Trustee by Merger, Etc. Subject to
Section 7.10, if the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation or national banking association, the successor entity without any
further act shall be the successor Trustee as to that series of Securities.

SECTION 7.10. Eligibility; Disqualification. Each series
of Securities shall always have a Trustee who satisfies the requirements of TIA
Section 310(a)(1), (2) and (5). The Trustee as to any series of Securities
shall always have a combined capital and surplus of at least $100 million as
set forth in its most recent published annual report of condition. The Trustee
is subject to TIA Section 310(b).
<PAGE> 35

SECTION 7.11. Preferential Collection of Claims Against the
Company. The Trustee is subject to 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.

ARTICLE VIII

DISCHARGE OF INDENTURE

SECTION 8.01. Satisfaction and Discharge of Indenture.
This Indenture shall cease to be of further effect (except as to any surviving
rights of registration of transfer or exchange of Securities herein expressly
provided for), and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture,
when

(a) either

(i) all Securities theretofore authenticated and
delivered (other than Securities that have been destroyed,
lost or stolen and that have been replaced or paid) have been
delivered to the Trustee for cancellation; or

(ii) all such Securities not theretofore delivered to the
Trustee for cancellation

(1) have become due and payable, or

(2) will become due and payable at their stated
maturity within one year, or

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

(4) are deemed paid and discharged pursuant to
Section 8.03, as applicable;

and the Company, in the case of (1), (2) or (3) above, has
deposited or caused to be deposited with the Trustee as trust
funds in trust an amount sufficient for the purpose of paying
and discharging the entire indebtedness on such Securities not
theretofore delivered to the Trustee for cancellation, for
principal and interest to the date of such deposit (in the
case of Securities which have become due and payable on or
prior to the date of such deposit) or to the stated maturity
or redemption date, as the case may be;

(b) the Company has paid or caused to be paid all other sums
payable hereunder by the Company; and
<PAGE> 36

(c) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of
this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under Section 7.07,
and, if money shall have been deposited with the Trustee pursuant to clause (a)
of this Section or if money or obligations shall have been deposited with or
received by the Trustee pursuant to Section 8.03, the obligations of the
Trustee under Section 8.02 and Section 8.05 shall survive.

SECTION 8.02. Application of Trust Funds; Indemnification.

(a) Subject to the provisions of Section 8.05, all money
deposited with the Trustee pursuant to Section 8.01, all money and U.S.
Government Obligations deposited with the Trustee pursuant to Section 8.03 or
8.04 and all money received by the Trustee in respect of U.S. Government
Obligations deposited with the Trustee pursuant to Section 8.03 or 8.04, shall
be held in trust and applied by it, in accordance with the provisions of the
Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the persons entitled thereto, of the principal and
interest for whose payment such money has been deposited with or received by
the Trustee or to make mandatory sinking fund payments or analogous payments as
contemplated by Sections 8.03 and 8.04.

(b) The Company shall pay and shall indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against
U.S. Government Obligations deposited pursuant to Sections 8.03 or 8.04 or the
interest and principal received in respect of such obligations other than
any payable by or on behalf of Holders.

(c) The Trustee shall deliver or pay to the Company
from time to time upon the request of the Company any U.S. Government
Obligations or money held by it as provided in Sections 8.03 or 8.04 which, in
the opinion of a nationally recognized firm of independent certified public
accountants expressed in a written certification thereof delivered to the
Trustee, are then in excess of the amount thereof which then would have been
required to be deposited for the purpose for which such U.S. Government
Obligations or money were deposited or received. This provision shall not
authorize the sale by the Trustee of any U.S. Government Obligations held under
this Indenture.

SECTION 8.03. Legal Defeasance of Securities of any Series.
Unless this Section 8.03 is otherwise specified to be inapplicable to
Securities of any series, the Company shall be deemed to have paid and
discharged the entire indebtedness on all the outstanding Securities of any
such series on the 91st day after the date of the deposit referred to in
subparagraph (d) hereof, and the provisions of this Indenture, as it relates to
such outstanding Securities of such series, shall no longer be in effect (and
the Trustee, at the expense of the Company, shall, upon the request of the
Company, execute proper instruments acknowledging the same), except as to:
<PAGE> 37

(i) the rights of Holders of Securities of such series to
receive, from the trust funds described in subparagraph (d) hereof, (x) payment
of the principal of an each installment of principal of or interest on the
outstanding Securities of such series on the stated maturity of such principal
of or interest and (y) the benefit of any mandatory sinking fund payments
applicable to the Securities of such series on the day on which such payments
are due and payable in accordance with the terms of this Indenture and the
Securities of such series;

(ii) the Company's obligations with respect to such
Securities of such series under Sections 2.03, 2.06 and 2.07; and

provided that, the following conditions shall have been
satisfied:

(a) the Company shall have deposited or caused to be
deposited irrevocably with the Trustee as trust funds in trust for the purpose
of making the following payments, specifically pledged as security for and
dedicated solely to the benefit of the Holders of such Securities, cash in U.S.
Dollars and/or U.S. Government Obligations which through the payment of
interest and principal in respect thereof, in accordance with their terms, will
provide (and without reinvestment and assuming no tax liability will be imposed
on such Trustee), not later than one day before the due date of any payment of
money, an amount in cash, sufficient, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge each installment of
principal (including mandatory sinking fund or analogous payments) of and
interest, if any, on all the Securities of such series on the dates such
installments of interest or principal are due;

(b) such deposit will not result in a breach or violation of,
or constitute a default under, this Indenture;

(c) no Default or Event of Default with respect to the
Securities of such series shall have occurred on the date of such deposit and
91 days shall have passed after the deposit has been made, and, during such 91
day period, no Default specified in Section 6.01(iv) or (v) with respect to the
Company occurs which is continuing at the end of such period;

(d) the Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel to the effect that (i) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling, or (ii) since the date of execution of this Indenture,
there has been a change in the applicable Federal income tax law, in either
case to the effect that, and based thereon such Opinion of Counsel shall
confirm that, the Holders of the Securities of such series will not recognize
income, gain or loss for Federal income tax purposes as a result of such
deposit, defeasance and discharge and will be subject to Federal income tax on
the same amount and
<PAGE> 38

in the same manner and at the same times as would have been the case if such
deposit, defeasance and discharge had not occurred;

(e) the Company shall have delivered to the Trustee an
Officers' Certificate stating that the deposit was not made by the Company with
the intent of preferring the Holders of the Securities of such series over any
other creditors of the Company or with the intent of defeating, hindering,
delaying or defrauding any other creditors of the Company;

(f) such deposit shall not result in the trust arising from
such deposit constituting an investment company (as defined in the Investment
Company Act of 1940, as amended), or such trust shall be qualified under such
Act or exempt from regulation thereunder; and

(g) the Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent relating to the defeasance contemplated by this Section
have been complied with.

SECTION 8.04. Covenant Defeasance. Unless this Section 8.04 is
otherwise inapplicable to Securities of any series, on and after the 91st day
after the date of the deposit referred to in subparagraph (a) hereof, the
Company may omit to comply with any term, provision or condition set forth
under Sections 4.03, 4.04, 4.05, 4.07 and 4.08 and 5.01 as well as any
additional covenants contained in a supplemental indenture hereto for a
particular series of Securities or a Board Resolution or an Officers'
Certificate delivered pursuant to Section 2.01 (and the failure to comply with
any such provisions shall not constitute a Default or Event of Default under
Section 6.01) and the occurrence of any event described in clause (e) of
Section 6.01 shall not constitute a Default or Event of Default hereunder, with
respect to the Securities of such series, provided that the following
conditions shall have been satisfied:

(a) With reference to this Section 8.04, the Company has
deposited or caused to be irrevocably deposited (except as provided in Section
8.03) with the Trustee as trust funds in trust, specifically pledged as
security for, and dedicated solely to, the benefit of the Holders of such
Securities, cash in U.S. Dollars and/or U.S. Government Obligations which
through the payment of interest and principal in respect thereof, in accordance
with their terms, will provide (and without reinvestment and assuming no tax
liability will be imposed on such Trustee), not later than one day before the
due date of any payment of money, an amount in cash, sufficient, in the opinion
of a nationally recognized firm of independent certified public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
principal and interest, if any, on and any mandatory sinking fund in respect of
the Securities of such series on the dates such installments of interest or
principal are due;

(b) Such deposit will not result in a breach or violation of,
or constitute a default under, this Indenture;
<PAGE> 39

(c) No Default or Event of Default with respect to the
Securities of such series shall have occurred on the date of such deposit and 91
days shall have passed after the deposit has been made, and during such 91 day
period, no Default specified in Section 6.01(iv) or (v) with respect to the
Company occurs which is continuing at the end of such period;

(d) The Company shall have delivered to the Trustee an
Opinion of Counsel confirming that Holders of the Securities of such series
will not recognize income, gain or loss for federal income tax purposes as a
result of such deposit and defeasance and will be subject to federal income tax
on the same amounts, in the same manner and at the same times as would have
been the case if such deposit and defeasance had not occurred;

(e) The Company shall have delivered to the Trustee an
Officers' Certificate stating the deposit was not made by the Company with the
intent of preferring the Holders of the Securities of such series over any
other creditors of the Company or with the intent of defeating, hindering,
delaying or defrauding any other creditors of the Company; and

(f) The Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the defeasance
contemplated by this Section have been complied with.

SECTION 8.05. Repayment to Company. The Trustee and the
Paying Agent shall pay to the Company upon request any money held by them for
the payment of principal or interest that remains unclaimed for two years after
the date upon which such payment shall have become due. After payment 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.

ARTICLE IX

AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01. Without Consent of Holders. The Company and the
Trustee may amend this Indenture or the Securities without the consent of any
Holder: (i) to cure any ambiguity, defect or inconsistency or make any change
required to qualify the Indenture under the TIA, provided that such change does
not adversely affect the rights hereunder of any Holder in any material respect;
(ii) to comply with Section 5.01; (iii) to provide for uncertificated Securities
in addition to certificated Securities; (iv) to make any change that does not
adversely affect in any material respect the rights hereunder of any Holder; (v)
to add to, change or eliminate any of the provisions of this Indenture in
respect of one or more series of Securities, provided, however, that any such
addition, change or elimination (A) shall neither (i) 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 (ii) modify the rights of the
holder of any such security with respect to such provision or (B) shall become
effective only when there is no outstanding Security of any series created
prior to the execution of such

<PAGE> 40

supplemental indenture and entitled to the benefit of such provisions; or (vi)
to establish additional series of Securities as permitted by Section 2.01.

SECTION 9.02. With Consent of Holders. The Company and the
Trustee as to any series of Securities may amend this Indenture or the
Securities of that series or waive compliance in any particular instance with
any provision of this Indenture or the Securities of that series, in each case
with the written consent of the Holders of at least a majority in principal
amount of the then outstanding Securities of that series.

Without the consent of each Holder affected, an amendment or
waiver under this Section may not: (i) reduce the principal amount of
Securities, whose Holders must consent to an amendment or waiver; (ii) reduce
the rate of or change the time for payment of interest on any Security; (iii)
change the date on which any Security may be subject to redemption or
repurchase, or reduce the redemption or repurchase price therefor; (iv) make
any Security payable in currency other than that stated in the Security; (v)
make any change in Section 6.04, 6.07 or this sentence; or (vi) modify or make
any change in Article X which adversely affects the rights of any Holder;

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

An amendment or waiver under this Section which waives,
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.

The Company will mail supplemental indentures to Holders upon
request. Any failure of the Company to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any
such supplemental indenture or waiver.

SECTION 9.03. Compliance with Trust Indenture Act. Every
amendment to this Indenture or the Securities shall be set forth in a
supplemental indenture that complies with the TIA as then in effect.

Security if the Trustee receives written notice of revocation before the date
the amendment or waiver becomes effective. An amendment or waiver becomes
effective on receipt by the Trustee of consents from the Holders of the
requisite percentage principal amount of the outstanding Securities of any
series, and thereafter shall bind every Holder of Securities of that series.

SECTION 9.05. Notation on or Exchange of Securities. If an
amendment or waiver changes the terms of a Security: (a) the Trustee may
require the Holder of the Security to deliver such Security to the Trustee, the
Trustee may place an appropriate notation on the Security about the changed
terms and return it to the Holder and the Trustee may place an appropriate
notation on any Security thereafter authenticated; or (b) if the Company or the
Trustee so determines, the Company in exchange for the Security shall issue and
the Trustee shall authenticate a new Security that reflects the changed terms.

SECTION 9.06. Trustee to Sign Amendment, etc. The Trustee shall
sign any amendment authorized pursuant to this Article IX 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 or
refusing to sign such amendment, the Trustee shall be entitled to receive and
shall be fully protected in relying upon an Officers' Certificate and an
Opinion of Counsel as conclusive evidence that such amendment is authorized or
permitted by this Indenture.

ARTICLE X

SUBORDINATION

SECTION 10.01. Securities Subordinated to Senior Indebtedness.
Notwithstanding the provisions of Sections 6.02 and 6.03 hereof, the Company
covenants and agrees, and the Trustee and each Holder of the Securities by his
acceptance thereof likewise covenants and agrees, that all payments of the
principal of and interest on the Securities by the Company shall be
subordinated in accordance with the provisions of this Article X to the prior
and indefeasible payment in full, in cash or cash equivalents, of all
Obligations with respect to Senior Indebtedness.

SECTION 10.02. Priority and Payment Over of Proceeds in Certain
Events. (a) Upon any payment or distribution of assets or securities of the
Company, as the case may be, of any kind or character, whether in cash,
property or securities, upon any dissolution or winding up or total or partial
liquidation or reorganization of the Company, whether voluntary or involuntary
or in bankruptcy, insolvency, receivership or other proceedings, all
Obligations with respect to Senior Indebtedness shall first be indefeasibly
paid in full in cash, or payment provided for in cash or cash equivalents,
before the Holders or the Trustee on behalf of the Holders shall be entitled to
receive any payment of principal of or interest on the Securities or
distribution of any assets or securities. Before any payment may be made by
the Company of the principal of or interest on the Securities pursuant to the
provisions of the previous sentence, and upon any such dissolution or winding
up or liquidation or reorganization, any payment or distribution of assets or
securities of the Company of any kind or character, whether in cash, property
or securities, to which the Holders or the Trustee

<PAGE> 42

on their behalf would be entitled, except for the provisions of this Article X,
shall be made by the Company or by any receiver, trustee in bankruptcy,
liquidating trustee, agent or other person making such payment or distribution,
directly to the holders of the Senior Indebtedness or their Representatives
to the extent necessary to pay all such Senior Indebtedness in full after
giving effect to any concurrent payment or distribution to the holders of such
Senior Indebtedness.

(b) No direct or indirect payment by or on behalf of the Company of

principal of or interest on the Securities whether pursuant to the terms of the
Securities or upon acceleration or otherwise shall be made if, at the time of
such payment, (i) there exists a default in the payment of any Obligations with
respect to Senior Indebtedness with a lending commitment or an aggregate
principal amount outstanding in excess of $20 million or the maturity of such
Senior Indebtedness with a lending commitment or an aggregate principal amount
outstanding in excess of $20 million has been accelerated or (ii) any judicial
proceeding shall be pending with respect to a default on Senior Indebtedness
with a lending commitment or an aggregate principal amount outstanding in excess
of $20 million (and the Trustee has received written notice thereof), and such
default shall not have been cured or waived or the benefits of this sentence
waived by or on behalf of the holders of such Senior Indebtedness with a lending
commitment or an aggregate principal amount outstanding in excess of $20
milllion.

If payments with respect to both the Securities and Senior
Indebtedness become due on the same day, then all Obligations with respect to
such Senior Indebtedness due on that date shall first be paid in full before
any payment is made with respect to the Securities.

(c) In the event that, notwithstanding the foregoing
provision prohibiting such payment or distribution, the Trustee or any Holder
shall have received any payment on account of the principal of or interest on
the Securities at a time when such payment is prohibited by this Section 10.02
and before all Obligations with respect to Senior Indebtedness are paid in
full, then, and in such event (subject to the provisions of Section 10.08),
such payment or distribution shall be received and held in trust for the
holders of Senior Indebtedness and, upon notice to the Trustee from the
Representative of the holders of the Senior Indebtedness and pursuant to the
directions of such Representative, shall be paid over or delivered to the
holders of the Senior Indebtedness remaining unpaid to the extent necessary to
pay in full in cash or cash equivalents all Obligations with respect to such
Senior Indebtedness in accordance with its terms after giving effect to any
concurrent payment or distribution to the holders of such Senior Indebtedness.

If there occurs an event referred to in Section 10.02(a) or
(b), the Company shall promptly give the Trustee an Officers' Certificate (on
which the Trustee may conclusively rely) identifying all holders of Senior
Indebtedness and the principal amount of Senior Indebtedness then outstanding
held by each such holder and stating the reasons why such Officers' Certificate
is being delivered to the Trustee.

Nothing contained in this Article X shall limit the right of
the Trustee or the Holders of Securities to take any action to accelerate the
maturity of the Securities pursuant to Section 6.02 or to pursue any rights or
remedies hereunder; provided that all Obligations with respect to Senior
Indebtedness then or thereafter due or declared to be due shall first be paid
in full before the Holders or the Trustee are entitled to receive any payment
from the Company of principal of or interest on the Securities.
<PAGE> 43

Upon any payment or distribution of assets or securities
referred to in this Article X, the Trustee and the Holders shall be entitled to
rely upon any order or decree of a court of competent jurisdiction in which
such dissolution, winding up, liquidation or reorganization proceedings are
pending and upon a certificate of the receiver, trustee in bankruptcy,
liquidating trustee, agent or other person making any such payment or
distribution, delivered to the Trustee for the purpose of ascertaining the
persons entitled to participate in such distribution, the holders of Senior
Indebtedness and other Indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all
other facts pertinent thereto or to this Article X.

SECTION 10.03. Payments May Be Paid Prior to Dissolution.
Nothing contained in this Article X or elsewhere in this Indenture shall
prevent the Company, except under the conditions described in Section 10.02,
from making payments at any time for the purpose of making such payments
of principal of and interest on the Securities, or from depositing with the
Trustee any moneys for such payments. The Company shall give prompt
written notice to the Trustee of any dissolution, winding up, liquidation or
reorganization of the Company.

SECTION 10.04. Rights of Holders of Senior Indebtedness Not to
Be Impaired. No right of any present or future holder of any Senior
Indebtedness to enforce subordination as herein provided shall at any time in
any way be prejudiced or impaired by any act or failure to act in good faith by
any such holder, or by any noncompliance by the Company, with the terms and
provisions and covenants herein regardless of any knowledge thereof any such
holder may have or otherwise be charged with.

The provisions of this Article X are intended to be for the
benefit of, and shall be enforceable directly by, the holders of the Senior
Indebtedness.

SECTION 10.05. Authorization to Trustee to Take Action to
Effectuate Subordination. Each Holder of Securities by his acceptance thereof
authorizes and directs the Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate, as between the holders of Senior
Indebtedness and the Holders, the subordination as provided in this Article X
and appoints the Trustee his attorney-in-fact for any and all such purposes.

SECTION 10.06. Distribution or Notice to Representative.
Whenever a distribution is to be made or a notice given to holders or owners of
Senior Indebtedness, the distribution may be made and the notice given to their
Representative.

SECTION 10.07. Subrogation. Subject to the subrogation rights
of the holders of the Subordinated Notes provided for in the indenture relating
thereto, upon the payment in full of all
<PAGE> 44

Obligations in respect of Senior Indebtedness, the Holders shall be subrogated
to the rights of the holders of such Senior Indebtedness to receive payments or
distributions of assets of the Company to the holders of Senior Indebtedness
until the principal of and interest on the Securities shall be paid in full.
For purposes of such subrogation, no payments or distributions to the holders
of the Senior Indebtedness of any cash, property or securities to which the
Holders would be entitled except for the provisions of this Article X, and no
payment over pursuant to the provisions of this Article X to the holders of
Senior Indebtedness by the Holders, shall, as among the Company, its creditors
other than the holders of Senior Indebtedness and the Holders, be deemed to be
a payment or distribution by the Company to or on account of Senior
Indebtedness.

The provisions of this Article X are and are intended solely
for the purpose of defining the relative rights of the Holders, on the one
hand, and the holders of Senior Indebtedness, on the other hand.

If any payment or distribution to which the Holders would
otherwise have been entitled but for the provisions of this Article X shall
have been applied, pursuant to the provisions of this Article X, to the payment
of all amounts payable under Senior Indebtedness, then and in such case, the
Holders, subject to the subrogation rights of the holders of the Subordinated
Notes provided for in the indenture relating thereto, shall be entitled to
receive from the holders of such Senior Indebtedness at the time outstanding
any payments or distributions received by such holders of Senior Indebtedness
in excess of the amount sufficient to pay all Obligations in respect of Senior
Indebtedness in full.

SECTION 10.08. Obligations of Company Unconditional. Nothing
contained in this Article X or elsewhere in this Indenture or in any Security
is intended to or shall impair, as between the Company and the Holders, the
obligations of the Company, which are absolute and unconditional, to pay to the
Holders the principal of and interest on the Securities as and when the same
shall become due and payable in accordance with their terms or is intended to
nor shall affect the relative rights of the Holders and creditors of the Company
other than the holders of Senior Indebtedness, nor shall anything herein or
therein prevent the Trustee or any Holder from exercising all remedies otherwise
permitted by applicable law upon Default under this Indenture, subject to the
rights, if any, under this Article X of the holders of such Senior Indebtedness
in respect of cash, property or securities of the Company received upon the
exercise of any such remedy.

The failure to make a payment on account of principal of or
interest on the Securities by reason of any provision of this Article X shall
not be construed as preventing the occurrence of an Event of Default under
Section 6.01.

SECTION 10.09. Trustee Entitled to Assume Payments Not
Prohibited in Absence of Notice. The Company shall give prompt written notice
to the Trustee of any fact known to the Company which would prohibit the making
of any payment to or by the Trustee in respect of the Securities. Neither the
Trustee nor the Paying Agent shall at any time be charged with the
<PAGE> 45

knowledge of the existence of any facts which would prohibit the making of any
payment to or by the Trustee or the Paying Agent, unless and until the Trustee
or Paying Agent shall have received written notice thereof from the Company or
one or more holders of Senior Indebtedness or from any Representative therefor;
and, prior to the receipt of any such written notice, the Trustee or Paying
Agent shall be entitled to assume conclusively that no such facts exist.
Unless at least two Business Days prior to the date on which by the terms of
this Indenture any moneys are to be deposited by the Company with the Trustee
or any Paying Agent (whether or not in trust) for any purpose (including,
without limitation, the payment of the principal of or the interest on any
Security), the Trustee or Paying Agent shall have received with respect to such
moneys the notice provided for in the preceding sentence, the Trustee or Paying
Agent shall have full power and authority to receive such moneys and to apply
the same to the purpose for which they were received and shall not be affected
by any notice to the contrary which may be received by it on or after such
date. Nothing contained in this Section 10.09 or Section 10.03(ii) shall limit
the right of the holders of Senior Indebtedness to recover payments as
contemplated by Section 10.02. The Trustee shall be entitled to rely on the
delivery to it of a written notice by a person representing himself or itself
to be a holder of such Senior Indebtedness (or a trustee on behalf of, or
Representative of, such holder) to establish that such notice has been given by
a holder of such Senior Indebtedness or a trustee or Representative on behalf
of any such holder. In the event that the Trustee determines in good faith
that further evidence is required with respect to the right of any person as a
holder of Senior Indebtedness to participate in any payment or distribution
pursuant to this Article X, the Trustee may request such person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Indebtedness held by such person, the extent to which such person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such person under this Article X, and if such
evidence is not furnished, the Trustee may defer any payment which it may be
required to make for the benefit of such person pursuant to the terms of this
Indenture pending judicial determination as to the rights of such person to
receive such payment.

The Trustee shall not be deemed to owe any duty to the holders
of Senior Indebtedness and shall not be liable to any such holders if the
Trustee shall in good faith mistakenly pay over or distribute to Holders of
Securities or to the Company or to any other person cash, property or
securities to which any holders of Senior Indebtedness shall be entitled by
virtue of this Article X or otherwise. With respect to the holders of Senior
Indebtedness, the Trustee undertakes to perform or to observe only such of its
covenants or obligations as are specifically set forth in this Article X and no
implied covenants or obligations with respect to holders of Senior Indebtedness
shall be read into this Indenture against the Trustee.

SECTION 10.10. Right of Trustee to Hold Senior Indebtedness.
The Trustee and any Agent shall be entitled to all of the rights set forth in
this Article X in respect of any Senior Indebtedness at any time held by it to
the same extent as any other holder of such Senior Indebtedness, and nothing in
this Indenture shall be construed to deprive the Trustee or any Agent of any of
its rights as such holder. Nothing in this Article X shall apply to claims of,
or payments to, this Trustee under or pursuant to Section 7.07.
<PAGE> 46

ARTICLE XI

MISCELLANEOUS

SECTION 11.01. Trust Indenture Act Controls. This Indenture is
subject to the provisions of the TIA which are required to be part of this
Indenture, and shall, to the extent applicable, be governed by such provisions.

SECTION 11.02. Notices. Any notice or communication to the
Company or the Trustee is duly given if in writing and delivered in person or
mailed by first-class mail to the address set forth below:

If to the Company:

Lear Corporation
21557 Telegraph Road
Southfield, Michigan 48086-5008

Attention of Chief Financial Officer

with a copy to:

Winston & Strawn
35 West Wacker Drive
Chicago, Illinois 60601

Attention of John L. MacCarthy, Esq.

If to the Trustee:

Attention:

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 to a Holder shall be mailed by
first-class mail to his address shown on the register kept by the Registrar.
Failure to mail a notice or communication to a Holder or any defect in such
notice or communication shall not affect its sufficiency with respect to other
Holders.
<PAGE> 47

If a notice or communication is mailed or sent in the manner
provided above within the time prescribed, it is duly given, whether or not the
addressee receives it, except that notice to the Trustee shall only be
effective upon receipt thereof by the Trustee.

If the Company mails a notice or communication to Holders, it
shall mail a copy to the Trustee and each Agent at the same time.

SECTION 11.03. Communication by Holders with Other Holders.
Holders may communicate pursuant to TIA Section 312(b) with other Holders with
respect to their rights under this Indenture or the Securities. The Company,
the Trustee, the Registrar and anyone else shall have the protection of TIA
Section 312(c).

SECTION 11.04. Certificate and Opinion as to Conditions
Precedent. Upon any request or application by the Company to the Trustee to
take any action under this Indenture, the Company shall furnish to the Trustee:
(i) an Officers' Certificate (which shall include the statements set forth in
Section 11.05) stating that, in the opinion of the signers, all conditions
precedent and covenants, if any, provided for in this Indenture relating to the
proposed action have been complied with; and (ii) an Opinion of Counsel (which
shall include the statements set forth in Section 11.05) stating that, in the
opinion of such counsel, all such conditions precedent and covenants have been
complied with.

SECTION 11.05. Statements Required in Certificate or Opinion.
Each certificate (other than certificates provided pursuant to Section 4.04) or
opinion with respect to compliance with a condition or covenant provided for in
this Indenture shall include: (i) a statement that the person making such
certificate or opinion has read such covenant or condition; (ii) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based; (iii) a statement that, in the opinion of such person, he or she has
made such examination or investigation as is necessary to enable him to express
an informed opinion as to whether or not such covenant or condition has been
complied with; and (iv) a statement as to whether or not, in the opinion of
such person, such condition or covenant has been complied with; provided,
however, that with respect to matters of fact, an Opinion of Counsel may rely
on an Officers' Certificate or certificate of public officials.

SECTION 11.06. Rules by Trustee and Agents. The Trustee may
make reasonable rules for action by or for a meeting of Holders. The Registrar
or Paying Agent may make reasonable rules and set reasonable requirements for
its functions.

SECTION 11.07. Legal Holidays. A "Legal Holiday" is a
Saturday, a Sunday or a day on which banking institutions in the City of New
York are not required or authorized to be open. If a payment date is a Legal
Holiday at a place of payment, payment may be made at that place on the next
succeeding day that is not a Legal Holiday, and no interest shall accrue for
the intervening period.
<PAGE> 48

SECTION 11.08. Duplicate Originals. The parties may sign any
number of copies of this Indenture. One signed copy is enough to prove this
Indenture.

SECTION 11.09. Governing Law. The internal laws of the State
of New York shall govern this Indenture and the Securities, without regard to
the conflicts of law rules thereof.

SECTION 11.10. No Adverse Interpretation of Other Agreements.
This Indenture may not be used to interpret another indenture, loan or debt
agreement of the Company or any subsidiary. Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.

SECTION 11.11. Successors. All agreements of the Company in
this Indenture and the Securities shall bind their respective successors. All
agreements of the Trustee in this Indenture shall bind its successor.

SECTION 11.12. Severability. 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.
<PAGE> 49

SECTION 11.13. Counterpart Originals. This Indenture may be
signed in one or more counterparts. Each signed copy shall be an original, but
all of them together represent the same agreement.

LEAR CORPORATION,

by______________________________

Dated:

________________________________ , as
Trustee,

by______________________________
Authorized Signatory

Dated:

<PAGE> 1

EXHIBIT 5.1

December 23, 1997

Lear Corporation
21557 Telegraph Road
Southfield, MI 48086-5008

Ladies and Gentlemen:

We have acted as special counsel to Lear Corporation, a
Delaware corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-3 (the "Registration Statement") to be filed
with the Securities and Exchange Commission (the "Commission"). The
Registration Statement relates to the issuance and sales from time to time,
pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Act"),
of one or more series of debentures, notes and/or other debt obligations of the
Corporation in an aggregate principal amount (excluding the amount of any
original issue discount) of up to $400,000,000 (or the equivalent thereof,
based on the applicable exchange rate at the time of sale, in one or more
foreign currencies, currency units or composite currencies as shall be
designated by the Company) (the "Securities"). The Securities may be issued
pursuant to one or more indentures and one or more supplements thereto
(collectively, the "Indentures"), in each case between the Company and a
trustee (each, a "Trustee").

This opinion is furnished in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Act.

In connection with this opinion, we have examined orginals or
copies, certified or otherwise identified to our satisfaction, of: (i) the
Registration Statement filed with the Commission on December 23, 1997 under the
Act; (ii) the form of the Indentures proposed to be entered into by the Company;
(iii) the Certificate of Incorporation of the Company as in effect on the date
hereof; (iv) the By-laws of the Company as in effect on the date hereof; and (v)
resolutions adopted by the Board of Directors of the Company authorizing, among
other things, the issuance and sale of the Securities (the "Board Resolutions").
We have also examined originals or copies, certified or otherwise identified to
our satisfaction, of such records of the Company and such agreements,
certificates of public officials, certificates of officers or other
representatives of the Company and others, and such other documents,
certificates and records as we have deemed necessary or appropriate as a basis
for the opinions set forth herein.
<PAGE> 2

Lear Corporation
December 23, 1997
Page 2

In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. In making our
examination of documents executed or to be executed by parties other than the
Company, we have assumed that such parties have the power, corporate or other,
to enter into and perform all obligations thereunder and have also assumed the
due authorization by all requisite action, corporate or other, and execution and
delivery by such parties of such documents and the validity and binding effect
thereof. As to any facts material to the opinions expressed herein that were
not independently established or verified, we have relied upon statements and
representations of officers and other representatives of the Company and others.

Members of our firm are admitted to the bar in the State of New
York, and we do not express any opinion as to the laws of any other jurisdiction
other than the General Corporation Law of the State of Delaware. The Securities
may be issued from time to time on a delayed or continuous basis, and this
opinion is limited to the laws, including the rules and regulations, as in
effect on the date hereof.

Based upon and subject to the foregoing, we are of the opinion
that:

When (i) the Registration Statement shall have become effective
under the Act, (ii) the Blue Sky or securities laws of certain states shall have
been complied with, (iii) if the Securities are to be sold pursuant to a firm
commitment underwritten offering, the underwriting agreement with respect to the
Securities has been duly executed and delivered by the Company and the other
parties thereto, (iv) the applicable Indenture relating to the Securities shall
have been executed and delivered by the Company and the Trustee and duly
qualified under the Trust Indenture Act of 1939, as amended, (v) the terms of
the Securities and of their issuance shall have been duly established in
conformity with applicable Indenture relating to the Securities so as not to
violate any applicable law or the Certificate of Incorporation or By-laws of the
Company or result in default under or breach of any agreement or instrument
binding upon the Company and so as to comply with any requirement or restriction
imposed by any court or governmental body having jurisdiction over the Company
and (vi) the Securities shall have been duly executed, authenticated and
delivered against payment therefor in accordance with the applicable Indenture
and underwriting agreement, if any, or any other applicable duly executed and
delivered purchase agreement, the Securities shall constitute binding
obligations of the Company enforceable in accordance with their terms, except as
enforceability may be limited by (a) bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other similar laws now or hereafter in
effect relating to or affecting creditors' rights generally and (b) general
principles of equity (regardless of whether enforcement is considered in a
proceeding of law or in equity), and except that enforcement thereof may also be
limited by (x) requirements that a claim with respect to any Securities
denominated other than in United States dollars (or a foreign currency or
foreign currency unit judgment in respect of such claim) be converted into
United States dollars at a rate of exchange prevailing on a date determined
<PAGE> 3

Lear Corporation
December 23, 1997
Page 3

pursuant to applicable law or (y) governmental authority to limit, delay or
prohibit the making of payments in foreign currency or currency units or
payment outside the United States.

We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. We also consent to the
reference to our firm under the caption "Legal Matters" in the Registration
Statement. In giving this consent, we do not thereby admit that we are
included in the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Winston & Strawn

<PAGE> 1

EXHIBIT 12.1 -- COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(DOLLARS IN MILLIONS, EXCEPT RATIO OF EARNINGS TO FIXED CHARGES)

<TABLE>
<CAPTION>
YEAR ENDED
NINE MONTHS ENDED ------------------------------------------------
----------------------------- DECEMBER 31, JUNE 30,
SEPTEMBER 27, SEPTEMBER 28, -------------------------------- -------------
1997 1996 1996 1995 1994 1993 1993 1992
------------- ------------- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Income before provision for
national income taxes, minority
interests in net income (loss) of
subsidiaries, equity (income)
loss of affiliates, and
extraordinary items.............. $235.4 $168.2 $253.4 $152.9 $114.6 $26.1 $28.4 $(6.5)
Fixed charges...................... 90.1 88.7 119.3 82.6 52.2 49.8 51.7 58.1
Distributed income of affiliates... 0.9 1.4 3.0 1.3 0.9 1.0 -- --
Minority interest expense for
majority-owned subsidiaries with
no fixed charges................. -- -- -- -- -- -- -- --
------ ------ ------ ------ ------ ----- ----- -----
Earnings........................... $326.4 $258.3 $375.7 $236.8 $167.7 $76.9 $80.1 $51.6
------ ------ ------ ------ ------ ----- ----- -----
Interest expense................... 76.6 75.9 102.8 75.5 46.7 45.6 47.8 55.2
Portion of lease expense
representative of interest(1).... 13.5 12.8 16.5 7.1 5.5 4.2 3.9 2.9
------ ------ ------ ------ ------ ----- ----- -----
Fixed Charges...................... $ 90.1 $ 88.7 $119.3 $ 82.6 $ 52.2 $49.8 $51.7 $58.1
------ ------ ------ ------ ------ ----- ----- -----
Ratio of Earnings to Fixed
Charges.......................... 3.6x 2.9x 3.1x 2.9x 3.2x 1.5x 1.5x --
====== ====== ====== ====== ====== ===== ===== =====
Fixed Charges in Excess of
Earnings......................... $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ 6.5
====== ====== ====== ====== ====== ===== ===== =====
</TABLE>

- -------------------------
(1) One-third of lease expense.

<PAGE> 1
EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 4, 1997
included in Lear Corporation's Form 10-K for the year ended December 31, 1996,
and to all references to our firm included in this registration statement.

/s/ Arthur Andersen LLP

Detroit, Michigan
December 12, 1997

<PAGE> 1
EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-3 dated December 23,
1997 of Lear Corporation (formerly known as Lear Seating Corporation) of our
report dated August 8, 1995, relating to the consolidated financial statements
of Masland Corporation as of June 30, 1995 and July 1, 1994 and for the three
years in the period ended June 30, 1995, which appears on page 3 of Lear
Corporation's Form 8-K dated June 27, 1996. We also consent to the reference to
us under the heading "Experts" in the Form S-3 of Lear Corporation dated
December 23, 1997.

/s/ PRICE WATERHOUSE LLP
- -----------------------------
PRICE WATERHOUSE LLP

Philadelphia, Pennsylvania
December 23, 1997