Indenture Dated as of June 6, 2005 Debt Securities

Indenture Agreement

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AFFILIATED COMPUTER SERVICES, INC | THE BANK OF NEW YORK TRUST COMPANY, N.A

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Title: Indenture Dated as of June 6, 2005 Debt Securities
Date: 6/6/2005
Industry: Computer Services Sector: Technology

Indenture

Dated as of June 6, 2005

Debt Securities, Parties: affiliated computer services inc , the bank of new york trust company n.a

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EXHIBIT 4.1

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AFFILIATED COMPUTER SERVICES, INC.

as Issuer

and

THE BANK OF NEW YORK TRUST COMPANY, N.A.

as Trustee

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

Indenture

Dated as of June 6, 2005

Debt Securities

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

<PAGE>

AFFILIATED COMPUTER SERVICES, INC.

RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939

AND INDENTURE, DATED AS OF JUNE 6, 2005

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

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Section of

Trust Indenture Section(s) of

Act of 1939 Indenture

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Section 310 (a)(1) .................................... 7.10

(a)(2) .................................... 7.10

(a)(3) .................................... Not Applicable

(a)(4) .................................... Not Applicable

(a)(5) .................................... 7.10

(b) ....................................... 7.08, 7.10

Section 311 (a) ....................................... 7.11

(b) ....................................... 7.11

Section 312 (a) ....................................... 2.07

(b) ....................................... 10.03

Section 313 (a) ....................................... 7.06

(b) ....................................... 7.06

(d) ....................................... 7.06

Section 314 (a) ....................................... 4.03, 4.04

(b) ....................................... Not Applicable

(c)(1) .................................... 10.04

(c)(2) .................................... 10.04

(c)(3) .................................... Not Applicable

(d) ....................................... Not Applicable

(e) ....................................... 10.05

Section 315 (a) ....................................... 7.01(b)

(b) ....................................... 7.05

(d) ....................................... 7.01(c)

(d)(1) .................................... 7.01(c)(1)

(d)(2) .................................... 7.01(c)(2)

(d)(3) .................................... 7.01(c)(3)

(e) ....................................... 6.11

Section 316 (a)(1)(A) ................................. 6.05

(a)(1)(B) ................................. 6.04

(a)(2) .................................... Not Applicable

(a)(last sentence) ........................ 2.11

(b) ....................................... 6.07

Section 317 (a)(1) .................................... 6.08

(a)(2) .................................... 6.09

(b) ....................................... 2.06

Section 318 (a) ....................................... 10.01

</TABLE>

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Note: This reconciliation and tie shall not, for any purpose, be deemed to be a

part of the Indenture.

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TABLE OF CONTENTS

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Page

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ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01 Definitions..................................................................... 1

SECTION 1.02 Other Definitions............................................................... 5

SECTION 1.03 Incorporation by Reference of Trust Indenture Act............................... 6

SECTION 1.04 Rules of Construction........................................................... 6

ARTICLE II

THE SECURITIES

SECTION 2.01 Amount Unlimited; Issuable in Series............................................ 7

SECTION 2.02 Denominations................................................................... 10

SECTION 2.03 Forms Generally................................................................. 10

SECTION 2.04 Execution, Authentication, Delivery and Dating.................................. 10

SECTION 2.05 Registrar and Paying Agent...................................................... 12

SECTION 2.06 Paying Agent to Hold Money in Trust............................................. 13

SECTION 2.07 Holder Lists.................................................................... 13

SECTION 2.08 Transfer and Exchange........................................................... 13

SECTION 2.09 Replacement Securities.......................................................... 14

SECTION 2.10 Outstanding Securities.......................................................... 14

SECTION 2.11 Original Issue Discount, Foreign-Currency Denominated and Treasury Securities... 15

SECTION 2.12 Temporary Securities............................................................ 15

SECTION 2.13 Cancellation.................................................................... 15

SECTION 2.14 Payments; Defaulted Interest.................................................... 16

SECTION 2.15 Persons Deemed Owners........................................................... 16

SECTION 2.16 Computation of Interest......................................................... 16

SECTION 2.17 Global Securities; Book-Entry Provisions........................................ 16

ARTICLE III

REDEMPTION

SECTION 3.01 Applicability of Article........................................................ 19

SECTION 3.02 Notice to the Trustee........................................................... 19

SECTION 3.03 Selection of Securities To Be Redeemed.......................................... 19

SECTION 3.04 Notice of Redemption............................................................ 19

SECTION 3.05 Effect of Notice of Redemption.................................................. 20

SECTION 3.06 Deposit of Redemption Price..................................................... 21

SECTION 3.07 Securities Redeemed or Purchased in Part........................................ 21

SECTION 3.08 Purchase of Securities.......................................................... 21

SECTION 3.09 Mandatory and Optional Sinking Funds............................................ 21

SECTION 3.10 Satisfaction of Sinking Fund Payments with Securities........................... 22

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SECTION 3.11 Redemption of Securities for Sinking Fund........................ 22

ARTICLE IV

COVENANTS

SECTION 4.01 Payment of Securities............................................ 23

SECTION 4.02 Maintenance of Office or Agency.................................. 23

SECTION 4.03 SEC Reports; Financial Statements................................ 24

SECTION 4.04 Compliance Certificate........................................... 24

SECTION 4.05 Existence........................................................ 24

SECTION 4.06 Waiver of Stay, Extension or Usury Laws.......................... 25

SECTION 4.07 Additional Amounts............................................... 25

ARTICLE V

SUCCESSORS

SECTION 5.01 Limitations on Mergers, Consolidations and Other Transactions.... 26

SECTION 5.02 Successor Person Substituted..................................... 26

ARTICLE VI

DEFAULTS AND REMEDIES

SECTION 6.01 Events of Default................................................ 27

SECTION 6.02 Acceleration..................................................... 29

SECTION 6.03 Other Remedies................................................... 29

SECTION 6.04 Waiver of Defaults............................................... 29

SECTION 6.05 Control by Majority.............................................. 30

SECTION 6.06 Limitations on Suits............................................. 30

SECTION 6.07 Rights of Holders to Receive Payment............................. 31

SECTION 6.08 Collection Suit by Trustee....................................... 31

SECTION 6.09 Trustee May File Proofs of Claim................................. 31

SECTION 6.10 Priorities....................................................... 32

SECTION 6.11 Undertaking for Costs............................................ 32

ARTICLE VII

TRUSTEE

SECTION 7.01 Duties of Trustee................................................ 33

SECTION 7.02 Rights of Trustee................................................ 34

SECTION 7.03 May Hold Securities.............................................. 34

SECTION 7.04 Trustee's Disclaimer............................................. 35

SECTION 7.05 Notice of Defaults............................................... 35

SECTION 7.06 Reports by Trustee to Holders.................................... 35

SECTION 7.07 Compensation and Indemnity....................................... 35

SECTION 7.08 Replacement of Trustee........................................... 36

SECTION 7.09 Successor Trustee by Merger, etc................................. 38

</TABLE>

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SECTION 7.10 Eligibility; Disqualification......................... 38

SECTION 7.11 Preferential Collection of Claims Against Company..... 39

ARTICLE VIII

DISCHARGE OF INDENTURE

SECTION 8.01 Termination of Company's Obligations.................. 39

SECTION 8.02 Application of Trust Money............................ 43

SECTION 8.03 Repayment to Company.................................. 43

SECTION 8.04 Reinstatement......................................... 43

ARTICLE IX

SUPPLEMENTAL INDENTURES AND AMENDMENTS

SECTION 9.01 Without Consent of Holders............................ 44

SECTION 9.02 With Consent of Holders............................... 45

SECTION 9.03 Compliance with Trust Indenture Act................... 47

SECTION 9.04 Revocation and Effect of Consents..................... 47

SECTION 9.05 Notation on or Exchange of Securities................. 47

SECTION 9.06 Trustee to Sign Amendments, etc....................... 48

ARTICLE X

MISCELLANEOUS

SECTION 10.01 Trust Indenture Act Controls.......................... 48

SECTION 10.02 Notices............................................... 48

SECTION 10.03 Communication by Holders with Other Holders........... 49

SECTION 10.04 Certificate and Opinion as to Conditions Precedent.... 49

SECTION 10.05 Statements Required in Certificate or Opinion......... 50

SECTION 10.06 Rules by Trustee and Agents........................... 50

SECTION 10.07 Legal Holidays........................................ 50

SECTION 10.08 No Recourse Against Others............................ 50

SECTION 10.09 Governing Law......................................... 50

SECTION 10.10 No Adverse Interpretation of Other Agreements......... 51

SECTION 10.11 Successors............................................ 51

SECTION 10.12 Severability.......................................... 51

SECTION 10.13 Counterpart Originals................................. 51

SECTION 10.14 Table of Contents, Headings, etc...................... 51

</TABLE>

iii

<PAGE>

INDENTURE dated as of June 6, 2005 between Affiliated Computer

Services, Inc., a Delaware corporation (the "Company"), and The Bank of New York

Trust Company, N.A., as trustee (the "Trustee").

Each party agrees as follows for the benefit of the other party and

for the equal and ratable benefit of the Holders of the Company's unsecured

debentures, notes or other evidences of indebtedness (the "Securities") to be

issued from time to time in one or more series as provided in this Indenture:

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01 Definitions.

"Additional Amounts" means any additional amounts required by the

express terms of a Security or by or pursuant to a Board Resolution, under

circumstances specified therein or pursuant thereto, to be paid by the Company

with respect to certain taxes, assessments or other governmental charges imposed

on certain Holders and that are owing to those Holders.

"Affiliate" of any specified Person means any other Person directly

or indirectly controlling or controlled by, or under direct or indirect common

control with, that specified Person. For purposes of this definition, "control"

of a Person shall mean the power to direct the management and policies of that

Person, directly or indirectly, whether through the ownership of voting

securities, by contract or otherwise, and the terms "controlling" and

"controlled" shall have meanings correlative to the foregoing.

"Agent" means any Registrar or Paying Agent.

"Bankruptcy Law" means Title 11 of the United States Code or any

similar federal, state or foreign law for the relief of debtors.

"Board of Directors" means the Board of Directors of the Company or

any committee thereof duly authorized, with respect to any particular matter, to

act by or on behalf of the Board of Directors of the Company.

"Board Resolution" means a copy of a resolution certified by the

Secretary or an Assistant Secretary of the Company to have been duly adopted by

the Board of Directors and to be in full force and effect on the date of that

certification, and delivered to the Trustee.

"Business Day" means any day that is not a Legal Holiday.

"Capital Stock" means, with respect to any corporation, any and all

shares, interests, rights to purchase (other than convertible or exchangeable

Debt), warrants, options, participations or other equivalents of or interests

(however designated) in stock issued by that corporation.

<PAGE>

"Company" means the Person named as the "Company" in the first

paragraph of this instrument until a successor corporation shall have become

such pursuant to the applicable provisions of this Indenture, and thereafter

"Company" shall mean that successor corporation; provided, however, that for

purposes of any provision contained herein which is required by the TIA,

"Company" shall also mean each other obligor (if any) on the Securities of a

series.

"Company Order" and "Company Request" mean, respectively, a written

order or request signed in the name of the Company by two Officers of the

Company, and delivered to the Trustee.

"Corporate Trust Office" of the Trustee means the office of the

Trustee located at 600 North Pearl Street, Suite 420, Dallas, Texas 75201, and

as may be located at such other address as the Trustee may give notice to the

Company.

"Debt" of any Person means, without duplication, (i) all

indebtedness of that Person for borrowed money (whether or not the recourse of

the lender is to the whole of the assets of that Person or only to a portion

thereof), (ii) all obligations of that Person evidenced by bonds, debentures,

notes or other similar instruments, (iii) all obligations of that Person in

respect of letters of credit or other similar instruments (or reimbursement

obligations with respect thereto), other than standby letters of credit, bid or

performance bonds and other similar obligations issued by or for the account of

that Person in the ordinary course of business, to the extent not drawn or, to

the extent drawn, if that drawing is reimbursed not later than 30 Business Days

following demand for reimbursement, (iv) all obligations of that Person to pay

the deferred and unpaid purchase price of property or services, except trade

payables, advances on contracts and accrued expenses arising in the ordinary

course of business, (v) all capitalized lease obligations of that Person, (vi)

all Debt of others secured by a lien (as defined in the indenture supplement

relating to a series of Securities) on any asset of that Person, whether or not

that Debt is assumed by that Person (provided that if the obligations so secured

have not been assumed in full by that Person or are not otherwise that Person's

legal liability in full, then those obligations shall be deemed to be in an

amount equal to the greater of (a) the lesser of (1) the full amount of those

obligations and (2) the fair market value of those assets, as determined in good

faith by the board of directors or other managing body of that Person and (b)

the amount of obligations as have been assumed by that Person or which are

otherwise that Person's legal liability), and (vii) all guarantees by that

Person of or with respect to Debt of others (other than endorsements in the

ordinary course of business), in each case to the extent of the Debt guaranteed.

"Default" means any event, act or condition that is, or after notice

or the passage of time or both would be, an Event of Default.

"Depositary" means, with respect to the Securities of any series

issuable or issued in whole or in part in global form, the Person specified

pursuant to Section 2.01 hereof as the initial Depositary with respect to the

Securities of that series, until a successor shall have been appointed and

become such pursuant to the applicable provision of this Indenture, and

thereafter "Depositary" shall mean or include that successor.

<PAGE>

"Dollar" or "$" means a dollar or other equivalent unit in such coin

or currency of the United States as at the time shall be legal tender for the

payment of public and private debt.

"Exchange Act" means the Securities Exchange Act of 1934, as

amended, and any successor statute.

"GAAP" means generally accepted accounting principles in the United

States as in effect from time to time set forth in the opinions and

pronouncements of the Accounting Principles Board and the American Institute of

Certified Public Accountants and the statements and pronouncements of the

Financial Accounting Standards Board or in such other statements by such other

entity as may be approved by a significant segment of the accounting profession

of the United States, which are applicable to the circumstances as of the date

of determination.

"Global Security" of any series means a Security of that Series that

is issued in global form in the name of the Depositary with respect thereto or

its nominee.

"Government Obligations" means, with respect to a series of

Securities, direct obligations of the government that issues the currency in

which the Securities of the series are payable for the payment of which the full

faith and credit of that government is pledged, or obligations of a Person

controlled or supervised by and acting as an agency or instrumentality of that

government, the payment of which is unconditionally guaranteed as a full faith

and credit obligation by that government.

"Holder" means a Person in whose name a Security is registered.

"Indenture" means this Indenture as amended or supplemented from

time to time pursuant to the provisions hereof, and includes the terms of a

particular series of Securities established as contemplated by Section 2.01.

"interest" means, with respect to an Original Issue Discount

Security that by its terms bears interest only after Maturity, interest payable

after Maturity.

"Interest Payment Date," when used with respect to any Security,

shall have the meaning assigned to that term in the Security as contemplated by

Section 2.01.

"Issue Date" means, with respect to Securities of a series, the date

on which the Securities of that series are originally issued under this

Indenture.

"Legal Holiday" means a Saturday, a Sunday or a day on which banking

institutions in any of The City of New York, New York, Dallas, Texas or a Place

of Payment are authorized or obligated by law, regulation or executive order to

remain closed.

"Maturity" means, with respect to any Security, the date on which

the principal of that Security or an installment of principal becomes due and

payable as therein or herein provided, whether at the Stated Maturity thereof,

or by declaration of acceleration, call for redemption or otherwise.

<PAGE>

"Officer" means the Chairman of the Board, the President, any Vice

Chairman of the Board, any Vice President, the Chief Financial Officer, the

Treasurer, any Assistant Treasurer, the Controller, the Secretary or any

Assistant Secretary of a Person.

"Officers' Certificate" means a certificate signed by two Officers

of a Person.

"Opinion of Counsel" means a written opinion from legal counsel who

is reasonably acceptable to the Trustee. That counsel may be an employee of or

counsel to the Company or the Trustee.

"Original Issue Discount Security" means any Security that provides

for an amount less than the principal amount thereof to be due and payable on a

declaration of acceleration of the Maturity thereof pursuant to Section 6.02.

"Person" means any individual, corporation, partnership, limited

liability company, joint venture, incorporated or unincorporated association,

joint stock company, trust, unincorporated organization or government or other

agency or political subdivision thereof or other entity of any kind.

"Place of Payment" means, with respect to the Securities of any

series, the place or places where, subject to the provisions of Section 4.02,

the principal of, premium (if any) on and interest on the Securities of that

series are payable as specified in accordance with Section 2.01.

"principal" of a Security means the principal of the Security plus,

when appropriate, the premium, if any, on the Security.

"Redemption Date" means, with respect to any Security to be

redeemed, the date fixed for that redemption by or pursuant to this Indenture.

"Redemption Price" means, with respect to any Security to be

redeemed, the price at which it is to be redeemed pursuant to this Indenture.

"Rule 144A Securities" means Securities of a series designated

pursuant to Section 2.01 as entitled to the benefits of Section 4.03(b).

"SEC" means the Securities and Exchange Commission.

"Securities" has the meaning stated in the preamble of this

Indenture and more particularly means any Securities authenticated and delivered

under this Indenture.

"Security Custodian" means, with respect to Securities of a series

issued in global form, the Trustee for Securities of that series, as custodian

with respect to the Securities of that series, or any successor entity thereto.

<PAGE>

"Stated Maturity" means, when used with respect to any Security or

any installment of principal thereof or interest thereon, the date specified in

that Security as the fixed date on which the principal of that Security or that

installment of principal or interest is due and payable.

"Subsidiary" means any corporation or other entity of which at least

a majority of the outstanding stock or other beneficial interests having by the

terms thereof ordinary voting power to elect a majority of the full board of

directors or other governing body of such corporation or other entity

(irrespective of whether or not at the time stock or other beneficial interests

of any other class or classes of such corporation shall have or might have

voting power by reason of the happening of any contingency) is at the time owned

by the Company, or by one or more Subsidiaries, or by the Company and one or

more Subsidiaries.

"TIA" means the Trust Indenture Act of 1939, as amended (15 U.S.C.

Section 77aaa-77bbbb), as in effect on the date hereof.

"Trust Officer" means any officer or assistant officer of the

Trustee assigned by the Trustee to administer its corporate trust matters.

"Trustee" means the Person named as such above until a successor

replaces it in accordance with the applicable provisions of this Indenture, and

thereafter "Trustee" means each Person who is then a Trustee hereunder, and if

at any time there is more than one such Person, "Trustee" as used with respect

to the Securities of any series means the Trustee with respect to Securities of

that series.

"United States" means the United States of America (including the

States and the District of Columbia) and its territories and possessions

(including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake

Island and the Northern Mariana Islands).

"United States Alien" means any Person who, for United States

federal income tax purposes, is a foreign corporation, a nonresident alien

individual, a nonresident alien or foreign fiduciary of an estate or trust, or a

foreign partnership.

"U.S. Government Obligations" means Government Obligations with

respect to Securities payable in Dollars.

SECTION 1.02 Other Definitions.

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DEFINED

TERM IN SECTION

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"Bankruptcy Custodian".......... 6.01

"Conversion Event".............. 6.01

"covenant defeasance"........... 8.01

"Event of Default".............. 6.01

"Exchange Rate"................. 2.11

"Judgment Currency"............. 6.10

</TABLE>

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"legal defeasance"................... 8.01

"mandatory sinking fund payment"..... 3.09

"optional sinking fund payment"...... 3.09

"Paying Agent"....................... 2.05

"Registrar".......................... 2.05

"Required Currency".................. 6.10

"Successor".......................... 5.01

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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:

"Commission" means the SEC.

"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.

"obligor" on the indenture securities means the Company or any other

obligor on the Securities.

All terms used in this Indenture that are defined by the TIA,

defined by a TIA reference to another statute or defined by an SEC rule under

the TIA have the meanings so assigned to them.

SECTION 1.04 Rules of Construction.

Unless the context otherwise requires:

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

(2) an accounting term not otherwise defined has the meaning

assigned to it in accordance with GAAP;

(3) "or" is not exclusive;

(4) words in the singular include the plural, and in the plural

include the singular;

(5) provisions apply to successive events and transactions; and

<PAGE>

(6) all references in this instrument to Articles and Sections are

references to the corresponding Articles and Sections in and of this

instrument.

ARTICLE II

THE SECURITIES

SECTION 2.01 Amount Unlimited; Issuable in Series.

The aggregate principal amount of Securities that may be

authenticated and delivered under this Indenture is unlimited.

The Securities may be issued in one or more series. There shall be

established in or pursuant to a Board Resolution, and set forth, or determined

in a manner provided, in an Officers' Certificate or in a Company Order, or

established in one or more indentures supplemental hereto, prior to the issuance

of Securities of any series:

(1) the title of the Securities of the series (which shall

distinguish the Securities of the series from the Securities of all other

series);

(2) if there is to be a limit, the limit on the aggregate principal

amount of the Securities of the series that may be authenticated and

delivered under this Indenture (except for Securities authenticated and

delivered on registration of transfer of, or in exchange for, or in lieu

of, other Securities of the series pursuant to Section 2.08, 2.09, 2.12,

2.17, 3.07 or 9.05 and except for any Securities that, pursuant to Section

2.04 or 2.17, are deemed never to have been authenticated and delivered

hereunder); provided, however, that unless otherwise provided in the terms

of the series, the authorized aggregate principal amount of that series

may be increased before or after the issuance of any Securities of the

series by a Board Resolution (or action pursuant to a Board Resolution) to

that effect;

(3) 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, as Global Securities

or otherwise, and, if so, whether beneficial owners of interests in any

such Global Security may exchange those interests for Securities of that

series and of like tenor of any authorized form and denomination and the

circumstances under which those exchanges may occur, if other than in the

manner provided in Section 2.17, and the initial Depositary and Security

Custodian, if any, for any Global Security or Securities of that series;

(4) (i) if other than provided herein, the Person to whom any

interest on Securities of the series shall be payable, and (ii) the manner

in which any interest payable on a temporary Global Security on any

Interest Payment Date will be paid if other than in the manner provided in

Section 2.14;

<PAGE>

(5) the date or dates on which the principal of (and premium, if

any, on) the Securities of the series is payable or the method of

determination thereof;

(6) the rate or rates, or the method of determination thereof, at

which the Securities of the series shall bear interest, if any, whether

and under what circumstances Additional Amounts with respect to those

Securities shall be payable, the date or dates from which that interest

shall accrue, the Interest Payment Dates on which that interest shall be

payable and the record date for the interest payable on any Securities on

any Interest Payment Date;

(7) the place or places where, subject to the provisions of Section

4.02, the principal of, premium (if any) and interest on and any

Additional Amounts with respect to the Securities of the series shall be

payable;

(8) the period or periods within which, the price or prices (whether

denominated in cash, securities or otherwise) at which and the terms and

conditions on which Securities of the series may be redeemed, in whole or

in part, at the option of the Company, if the Company is to have that

option, and the manner in which the Company may exercise any such option,

if different from those set forth herein;

(9) the obligation, if any, of the Company to redeem, purchase or

repay Securities of the series pursuant to any sinking fund or analogous

provisions or at the option of a Holder thereof and the period or periods

within which, the price or prices (whether denominated in cash, securities

or otherwise) at which and the terms and conditions on which Securities of

the series shall be redeemed, purchased or repaid in whole or in part

pursuant to that obligation;

(10) if other than denominations of $1,000 and any integral multiple

thereof, the denomination in which any Securities of that series shall be

issuable;

(11) if other than Dollars, the currency or currencies (including

composite currencies) or the form, including equity securities, other debt

securities (including Securities), warrants or any other securities or

property of the Company or any other Person, in which payment of the

principal of, premium (if any) and interest on and any Additional Amounts

with respect to the Securities of the series shall be payable;

(12) if the principal of, premium (if any) or interest on or any

Additional Amounts with respect to the Securities of the series are to be

payable, at the election of the Company or a Holder thereof, in a currency

or currencies (including composite currencies) other than that in which

the Securities are stated to be payable, the currency or currencies

(including composite currencies) in which payment of the principal,

premium (if any), interest and any Additional Amounts with respect to

Securities of that series as to which that election is made shall be

payable, and the periods within which and the terms and conditions on

which that election is to be made;

<PAGE>

(13) if the amount of payments of principal, premium (if any),

interest and any Additional Amounts with respect to the Securities of the

series may be determined with reference to any commodities, currencies or

indices, values, rates or prices or any other index or formula, the manner

in which those amounts shall be determined;

(14) if other than the entire principal amount thereof, the portion

of the principal amount of Securities of the series that shall be payable

on declaration of acceleration of the Maturity thereof pursuant to Section

6.02;

(15) any additional means of satisfaction and discharge of this

Indenture and any additional conditions or limitations to discharge with

respect to Securities of the series pursuant to Article VIII or any

modifications of or deletions from those conditions or limitations;

(16) any deletions or modifications of or additions to the Events of

Default set forth in Section 6.01 or covenants of the Company set forth in

Article IV pertaining to the Securities of the series;

(17) any restrictions or other provisions with respect to the

transfer or exchange of Securities of the series, which may amend,

supplement, modify or supersede those contained in this Article II;

(18) if the Securities of the series are to be convertible into or

exchangeable for Capital Stock, other debt securities (including

Securities), warrants, other equity securities or any other securities or

property of the Company or any other Person, at the option of the Company

or the Holder or on the occurrence of any condition or event, the terms

and conditions for that conversion or exchange;

(19) if the Securities of the series are to be entitled to the

benefit of Section 4.03(b) (and accordingly constitute Rule 144A

Securities); and

(20) any other terms of the series (which terms shall not be

prohibited by the provisions of this Indenture).

All Securities of any one series shall be substantially identical

except as to denomination and except as may otherwise be provided in or pursuant

to the Board Resolution referred to above and (subject to Section 2.03) set

forth, or determined in the manner provided, in the Officers' Certificate or

Company Order referred to above or in any such indenture supplemental hereto.

If any of the terms of the series are established by action taken

pursuant to a Board Resolution, a copy of an appropriate record of that action

together with that Board Resolution shall be set forth in an Officers'

Certificate or certified by the Secretary or an Assistant Secretary of the

Company and delivered to the Trustee at or prior to the delivery of the

Officers' Certificate or Company Order setting forth the terms of the series.

<PAGE>

SECTION 2.02 Denominations.

The Securities of each series shall be issuable in such

denominations as shall be specified as contemplated by Section 2.01. In the

absence of any such provisions with respect to the Securities of any series, the

Securities of that series denominated in Dollars shall be issuable in

denominations of $1,000 and any integral multiples thereof.

SECTION 2.03 Forms Generally.

The Securities of each series shall be in fully registered form and

in substantially the form or forms (including temporary or permanent global

form) established by or pursuant to a Board Resolution or in one or more

indentures supplemental hereto. The Securities may have notations, legends or

endorsements required by law, securities exchange rule, the Company's

certificate of incorporation, bylaws or other similar governing documents,

agreements to which the Company is subject, if any, or usage (provided that any

such notation, legend or endorsement is in a form acceptable to the Company). A

copy of the Board Resolution establishing the form or forms of Securities of any

series shall be delivered to the Trustee at or prior to the delivery of the

Company Order contemplated by Section 2.04 for the authentication and delivery

of those Securities.

The definitive Securities of each series shall be printed,

lithographed or engraved on steel engraved borders or may be produced in any

other manner, all as determined by the Officers executing those Securities, as

evidenced by their execution thereof.

The Trustee's certificate of authentication shall be in

substantially the following form:

"This is one of the Securities of the series designated therein

referred to in the within-mentioned Indenture.

The Bank of New York Trust Company, N.A., as Trustee

By:__________________________________________

Authorized Officer".

SECTION 2.04. Execution, Authentication, Delivery and Dating.

Two Officers of the Company shall sign the Securities of each series

on behalf of the Company by manual or facsimile signature. The Company's seal,

if any, shall be impressed, affixed, imprinted or reproduced on the Securities

and may be in facsimile form.

If an Officer of the Company 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 entitled to any benefit under this Indenture

or be valid or obligatory for any purpose until authenticated by the manual

signature of an authorized signatory

<PAGE>

of the Trustee, which signature shall be conclusive evidence that the Security

has been authenticated under this Indenture. Notwithstanding the foregoing, if

any Security has been authenticated and delivered hereunder but never issued and

sold by the Company, and the Company delivers that Security to the Trustee for

cancellation as provided in Section 2.13 together with a written statement

(which need not comply with Section 10.05 and need not be accompanied by an

Opinion of Counsel) stating that such Security has never been issued and sold by

the Company, for all purposes of this Indenture that Security shall be deemed

never to have been authenticated and delivered hereunder and shall never be

entitled to the benefits of this Indenture.

At any time and from time to time after the execution and delivery

of this Indenture, the Company may deliver Securities of any series executed by

the Company to the Trustee for authentication, and the Trustee shall

authenticate and deliver those Securities for original issue on a Company Order

for the authentication and delivery of those Securities or pursuant to such

procedures reasonably acceptable to the Trustee as may be specified from time to

time by Company Order. That order shall specify the amount of the Securities to

be authenticated, the date on which the original issue of Securities is to be

authenticated, the name or names of the initial Holder or Holders and any other

terms of the Securities of that series not otherwise determined. If provided for

in those procedures, that Company Order may authorize (1) authentication and

delivery of Securities of that series for original issue from time to time, with

certain terms (including, without limitation, the Maturity date or dates,

original issue date or dates and interest rate or rates) that differ from

Security to Security and (2) may authorize authentication and delivery pursuant

to oral or electronic instructions from the Company or its duly authorized

agent, which instructions shall be promptly confirmed in writing.

If the form or terms of the Securities of the series have been

established in or pursuant to one or more Board Resolutions as permitted by

Section 2.01, in authenticating those Securities, and accepting the additional

responsibilities under this Indenture in relation to those Securities, the

Trustee shall be entitled to receive (in addition to the Company Order referred

to above and the other documents required by Section 10.04), and (subject to

Section 7.01) shall be fully protected in relying on,

(a) an Officers' Certificate setting forth the Board Resolution and,

if applicable, an appropriate record of any action taken pursuant thereto, as

contemplated by the last paragraph of Section 2.01; and

(b) an Opinion of Counsel to the effect that:

(i) if the form of those Securities has been established by

or pursuant to Board Resolution, as is permitted by

Section 2.01, that such form has been established in

conformity with the provisions of this Indenture;

(ii) if the terms of those Securities have been established

by or pursuant to Board Resolution, as is permitted by

Section 2.01, that

<PAGE>

such terms have been established in conformity with the

provisions of this Indenture; and

(iii) those Securities, when authenticated and delivered by

the Trustee and issued by the Company in the manner and

subject to any conditions specified in that Opinion of

Counsel, will constitute valid and binding obligations

of the Company, enforceable against the Company in

accordance with their terms, except as the

enforceability thereof may be limited by applicable

bankruptcy, insolvency, reorganization, moratorium,

fraudulent conveyance or other similar laws in effect

from time to time affecting the rights of creditors

generally, and the application of general principles of

equity (regardless of whether that enforceability is

considered in a proceeding in equity or at law).

If all the Securities of any series are not to be issued at one

time, it shall not be necessary to deliver an Officers' Certificate and Opinion

of Counsel at the time of issuance of each such Security, but that Officers'

Certificate and Opinion of Counsel shall be delivered at or before the time of

issuance of the first Security of the series to be issued.

The Trustee shall not be required to authenticate those Securities

if the issuance of those Securities pursuant to this Indenture would affect the

Trustee's own rights, duties or immunities under the Securities and this

Indenture or otherwise in a manner not reasonably acceptable to the Trustee.

The Trustee may appoint an authenticating agent acceptable to the

Company to authenticate Securities. Unless limited by the terms of that

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 that agent. An authenticating agent has the

same rights as an Agent to deal with the Company or an Affiliate of the Company.

Each Security shall be dated the date of its authentication.

SECTION 2.05 Registrar and Paying Agent.

The Company shall maintain an office or agency for each series of

Securities where Securities of that series may be presented for registration of

transfer or exchange ("Registrar") and an office or agency where Securities of

that series may be presented for payment ("Paying Agent"). The Registrar 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. The term "Registrar" includes any co-registrar, and

the term "Paying Agent" includes any additional paying agent.

The Company shall enter into an appropriate agency agreement with

any Registrar or Paying Agent not a party to this Indenture. The agreement shall

implement the provisions of this Indenture that relate to that Agent. The

Company shall notify the Trustee of

<PAGE>

the name and address of any Agent not a party to this Indenture. The Company may

change any Paying Agent or Registrar without notice to any Holder. 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 of its Subsidiaries may

act as Paying Agent or Registrar.

The Company initially appoints the Trustee as Registrar and Paying

Agent.

SECTION 2.06 Paying Agent to Hold Money in Trust.

With respect to each series of Securities, the Company shall require

each Paying Agent other than the Trustee to agree in writing that the Paying

Agent will hold in trust for the benefit of Holders of Securities of that series

or the Trustee all money held by the Paying Agent for the payment of principal

of, premium, if any, or interest on or any Additional Amounts with respect to

Securities of that series and will notify the Trustee of any default by the

Company in making any such payment. While any such default 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 and to account for any

funds disbursed. Upon payment over to the Trustee and upon accounting for any

funds disbursed, the Paying Agent (if other than the Company or a Subsidiary of

the Company) shall have no further liability for the money. If the Company or a

Subsidiary of the Company acts as Paying Agent with respect to a series of

Securities, it shall segregate and hold in a separate trust fund for the benefit

of the Holders of Securities of that series all money held by it as Paying

Agent. Each Paying Agent shall otherwise comply with TIA Section 317(b).

SECTION 2.07 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 of each series of Securities and shall otherwise comply with TIA Section

312(a). If the Trustee is not the Registrar with respect to a series of

Securities, the Company shall furnish to the Trustee at least five Business Days

before each Interest Payment Date with respect to that series of 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 of the Securities of that series, and the Company shall

otherwise comply with TIA Section 312(a).

SECTION 2.08 Transfer and Exchange.

Except as set forth in Section 2.17 or as may be provided pursuant

to Section 2.01, when Securities of any series are presented to the Registrar

with the request to register the transfer of those Securities or to exchange

those Securities for an equal principal amount of Securities of the same series

of like tenor and of other authorized denominations, the Registrar shall

the requirements of this Indenture for those transactions are met; provided,

however, that the Securities presented or surrendered for registration of

transfer or exchange shall be duly endorsed or accompanied by a written

instruction of transfer in form reasonably satisfactory to

<PAGE>

the Registrar duly executed by the Holder thereof or by his attorney, duly

authorized in writing, on which instruction the Registrar can rely.

To permit registrations of transfers and exchanges, the Company

shall execute and the Trustee shall authenticate Securities at the Registrar's

written request and submission of the Securities (other than Global Securities).

No service charge shall be made to a Holder for any registration of transfer or

exchange (except as otherwise expressly permitted herein), but the Company may

require payment of a sum sufficient to cover any transfer tax or similar

governmental charge payable in connection therewith (other than such transfer

tax or similar governmental charge payable on exchanges pursuant to Section

2.12, 3.07 or 9.05). The Trustee shall authenticate Securities in accordance

with the provisions of Section 2.04. Notwithstanding any other provisions of

this Indenture to the contrary, the Company shall not be required to register

the transfer or exchange of (a) any Security selected for redemption in whole or

in part pursuant to Article III, except the unredeemed portion of any Security

being redeemed in part or (b) any Security during the period beginning 15

Business Days before the mailing of notice of any offer to repurchase Securities

of the series required pursuant to the terms thereof or of redemption of

Securities of a series to be redeemed and ending at the close of business on the

date of mailing.

SECTION 2.09 Replacement Securities.

If any mutilated Security is surrendered to the Trustee, or if the

Holder of a Security claims that the Security has been destroyed, lost or stolen

and the Company and the Trustee receive evidence to their satisfaction of the

destruction, loss or theft of that Security, the Company shall issue and the

Trustee shall authenticate a replacement Security of the same series if the

Trustee's requirements are met. If any such mutilated, destroyed, lost or stolen

Security has become or is about to become due and payable, the Company in its

discretion may, instead of issuing a new Security, pay that Security. If

required by the Trustee or the Company, the Holder must furnish an indemnity

bond that is sufficient in the judgment of the Trustee and the Company to

protect the Company, the Trustee, any Agent or any authenticating agent from any

loss that any of them may suffer if a Security is replaced. The Company and the

Trustee may charge the Holder for their expenses in replacing a Security.

Every replacement Security is an additional obligation of the

Company.

SECTION 2.10 Outstanding Securities.

The Securities outstanding at any time are all the Securities

authenticated by the Trustee except for those canceled by it, those delivered to

it for cancellation, those reductions in the interest in a Global Security

effected by the Trustee hereunder and those described in this Section 2.10 as

not outstanding.

If a Security is replaced pursuant to Section 2.09, it ceases to be

outstanding unless the Trustee receives proof satisfactory to it that the

replaced Security is held by a bona fide purchaser.

<PAGE>

If the principal amount of any Security is considered paid under

Section 4.01, it ceases to be outstanding and interest on it ceases to accrue.

A Security does not cease to be outstanding because the Company or

an Affiliate of the Company holds the Security.

SECTION 2.11 Original Issue Discount, Foreign-Currency Denominated and Treasury

Securities.

In determining whether the Holders of the required principal amount

of Securities have concurred in any direction, amendment, supplement, waiver or

consent, (a) the principal amount of an Original Issue Discount Security shall

be the principal amount thereof that would be due and payable as of the date of

that determination upon acceleration of the Maturity thereof pursuant to Section

6.02, (b) the principal amount of a Security denominated in a foreign currency

shall be the Dollar equivalent, as determined by the Company by reference to the

noon buying rate in The City of New York for cable transfers for that currency,

as that rate is certified for customs purposes by the Federal Reserve Bank of

New York (the "Exchange Rate") on the date of original issuance of that

Security, of the principal amount (or, in the case of an Original Issue Discount

Security, the Dollar equivalent, as determined by the Company by reference to

the Exchange Rate on the date of original issuance of that Security, of the

amount determined as provided in (a) above), of that Security and (c) Securities

owned by the Company or any other obligor on the Securities or any Affiliate of

the Company or of that other obligor shall be disregarded, except that, for the

purpose of determining whether the Trustee shall be protected in relying on any

such direction, amendment, supplement, waiver or consent, only Securities that

the Trustee actually knows are so owned shall be so disregarded.

SECTION 2.12 Temporary Securities.

Until definitive Securities of any series are ready for delivery,

the Company may prepare 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. Until so exchanged, the temporary Securities shall in all respects

be entitled to the same benefits under this Indenture as definitive Securities.

SECTION 2.13 Cancellation.

The Company at any time may deliver Securities to the Trustee for

cancellation. The Registrar and the Paying Agent shall forward to the Trustee

any Securities surrendered to them for registration of transfer, exchange,

payment or redemption or for credit against any sinking fund payment. The

Trustee shall cancel all Securities surrendered for registration of transfer,

exchange, payment, redemption, replacement or cancellation or for credit against

any sinking fund. Unless the Company shall direct in writing that canceled

Securities be returned to it, after written notice to the Company all canceled

Securities held by the Trustee shall be disposed of in accordance with the usual

disposal procedures of the Trustee, and the Trustee

<PAGE>

shall maintain a record of their disposal. The Company may not issue new

Securities to replace Securities that have been paid or that have been delivered

to the Trustee for cancellation.

SECTION 2.14 Payments; Defaulted Interest.

Unless otherwise provided as contemplated by Section 2.01 with

respect to the Securities of any series, interest (except defaulted interest) on

any Security that is payable, and is punctually paid or duly provided for, on

any Interest Payment Date shall be paid to the Persons who are registered

Holders of that Security at the close of business on the record date next

preceding that Interest Payment Date, even if those Securities are canceled

after that record date and on or before that Interest Payment Date. Unless

otherwise provided with respect to the Securities of any series, the Company

will pay the principal of, premium (if any) and interest on and any Additional

Amounts with respect to the Securities in Dollars. Those amounts shall be

payable at the offices of the Trustee, provided that at the option of the

Company, the Company may pay those amounts (1) by wire transfer with respect to

Global Securities or (2) by check payable in that money mailed to a Holder's

registered address with respect to any Securities.

If the Company defaults in a payment of interest on the Securities

of any series, it shall pay the defaulted interest in any lawful manner plus, to

the extent lawful, interest on the defaulted interest, in each case at the rate

provided in the Securities of that series and in Section 4.01. The Company may

pay the defaulted interest to the Persons who are Holders on a subsequent

special record date. At least 15 days before any special record date selected by

the Company, the Company (or the Trustee, in the name of and at the expense of

the Company upon 20 days' prior written notice from the Company setting forth

that record date and the interest amount to be paid) shall mail to Holders of

any such series of Securities a notice that states the special record date, the

related payment date and the amount of that interest to be paid.

SECTION 2.15 Persons Deemed Owners.

The Company, the Trustee, any Agent and any authenticating agent may

treat the Person in whose name any Security is registered as the owner of that

Security for the purpose of receiving payments of principal of, premium (if any)

or interest on, or any Additional Amounts with respect to that Security and for

all other purposes. None of the Company, the Trustee, any Agent or any

authenticating agent shall be affected by any notice to the contrary.

SECTION 2.16 Computation of Interest.

Except as otherwise specified as contemplated by Section 2.01 for

Securities of any series, interest on the Securities of each series shall be

computed on the basis of a year comprising twelve 30-day months.

SECTION 2.17 Global Securities; Book-Entry Provisions.

If Securities of a series are issuable in global form as a Global

Security, as contemplated by Section 2.01, then, notwithstanding clause (10) of

Section 2.01 and the provisions of Section 2.02, any such Global Security shall

represent those of the outstanding

<PAGE>

Securities of that series as shall be specified therein and may provide that it

shall represent the aggregate amount of outstanding Securities from time to time

endorsed thereon and that the aggregate amount of outstanding Securities

represented thereby may from time to time be reduced or increased, as

appropriate, to reflect exchanges or redemptions. Any endorsement of a Global

Security to reflect the amount, or any increase or decrease in the amount, of

outstanding Securities represented thereby shall be made by the Trustee (i) in

such manner and upon instructions given by such Person or Persons as shall be

specified in that Security or in a Company Order to be delivered to the Trustee

pursuant to Section 2.04 or (ii) otherwise in accordance with written

instructions or such other written form of instructions as is customary for the

Depositary for that Security, from that Depositary or its nominee on behalf of

any Person having a beneficial interest in that Global Security. Subject to the

provisions of Section 2.04 and, if applicable, Section 2.12, the Trustee shall

deliver and redeliver any Security in permanent global form in the manner and

upon instructions given by the Person or Persons specified in that Security or

in the applicable Company Order. With respect to the Securities of any series

that are represented by a Global Security, the Company authorizes the execution

and delivery by the Trustee of a letter of representations or other similar

agreement or instrument in the form customarily provided for by the Depositary

appointed with respect to that Global Security. Any Global Security may be

deposited with the Depositary or its nominee, or may remain in the custody of

the Trustee or the Security Custodian therefor pursuant to a FAST Balance

Certificate Agreement or similar agreement between the Trustee and the

Depositary. If a Company Order has been, or simultaneously is, delivered, any

instructions by the Company with respect to endorsement or delivery or

redelivery of a Security in global form shall be in writing but need not comply

with Section 10.05 and need not be accompanied by an Opinion of Counsel.

Members of, or participants in, the Depositary ("Agent Members")

shall have no rights under this Indenture with respect to any Global Security

held on their behalf by the Depositary, or the Trustee or the Security Custodian

as its custodian, or under that Global Security, and the Depositary may be

treated by the Company, the Trustee or the Security Custodian and any agent of

the Company, the Trustee or the Security Custodian as the absolute owner of that

Global Security for all purposes whatsoever. Notwithstanding the foregoing, (i)

the registered holder of a Global Security of any series may grant proxies and

otherwise authorize any Person, including Agent Members and Persons that may

hold interests through Agent Members, to take any action that a Holder of

Securities of that series is entitled to take under this Indenture or the

Securities of that series and (ii) nothing herein shall prevent the Company, the

Trustee or the Security Custodian or any agent of the Company, the Trustee, or

the Security Custodian from giving effect to any written certification, proxy or

other authorization furnished by the Depositary or shall impair, as between the

Depositary and its Agent Members, the operation of customary practices governing

the exercise of the rights of a beneficial owner of any Security.

Notwithstanding Section 2.08, and except as otherwise provided

pursuant to Section 2.01, transfers of a Global Security shall be limited to

transfers of that Global Security in whole, but not in part, to the Depositary,

its successors or their respective nominees. Interests of beneficial owners in a

Global Security may be transferred in accordance with the rules and procedures

of the Depositary. Securities of any series shall be transferred to all

beneficial owners of a Global Security of that series in exchange for their

beneficial interests in that Global

<PAGE>

Security if, and only if, either (1) the Depositary notifies the Company that it

is unwilling or unable to continue as Depositary for that Global Security and a

successor Depositary is not appointed by the Company within 90 days of that

notice, (2) an Event of Default has occurred with respect to that series and is

continuing and the Registrar has received a request from the Depositary to issue

Securities of that series in lieu of all or a portion of that Global Security

(in which case the Company shall deliver Securities of that series within 30

days of that request) or (3) the Company determines not to have the Securities

of that series represented by a Global Security.

In connection with any transfer of a portion of the beneficial

interests in a Global Security to beneficial owners pursuant to this Section

2.17, the Registrar shall reflect on its books and records the date and a

decrease in the principal amount of the Global Security in an amount equal to

the principal amount of the beneficial interest in the Global Security to be

transferred, and the Company shall execute, and the Trustee on receipt of a

Company Order for the authentication and delivery of Securities shall

authenticate and deliver, one or more Securities of the same series of like

tenor and amount.

In connection with the transfer of all the beneficial interests in a

Global Security of any series to beneficial owners pursuant to this Section

2.17, the Global Security shall be deemed to be surrendered to the Trustee for

cancellation, and the Company shall execute, and the Trustee shall authenticate

and deliver, to each beneficial owner identified by the Depositary in exchange

for its beneficial interest in the Global Security, an equal aggregate principal

amount of Securities of that series of authorized denominations.

Neither the Company nor the Trustee will have any responsibility or

liability for any aspect of the records relating to, or payments made on account

of, Securities by the Depositary, or for maintaining, supervising or reviewing

any records of the Depositary relating to those Securities. Neither the Company

nor the Trustee shall be liable for any delay by the related Global Security

Holder or the Depositary in identifying the beneficial owners, and each such

Person may conclusively rely on, and shall be protected in relying on,

instructions from that Global Security Holder or the Depositary for all purposes

(including with respect to the registration and delivery, and the respective

principal amounts, of the Securities to be issued).

The provisions of the last sentence of the third paragraph of

Section 2.04 shall apply to any Global Security if that Global Security was

never issued and sold by the Company and the Company delivers to the Trustee the

Global Security together with written instructions (which need not comply with

Section 10.05 and need not be accompanied by an Opinion of Counsel) with regard

to the cancellation or reduction in the principal amount of Securities

represented thereby, together with the written statement contemplated by the

last sentence of the third paragraph of Section 2.04.

Notwithstanding the provisions of Sections 2.

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