Exhibit 4.3


                               STOLT OFFSHORE S.A.


                                       AND


                                [______________],

                                     TRUSTEE



                          Dated as of [______________]



                           SUBORDINATED DEBT INDENTURE



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


<PAGE>
<TABLE>
<S>                                                                                                    <C>
ARTICLE ONE  DEFINITIONS...............................................................................1
     SECTION 1.1    Certain Terms Defined..............................................................1

ARTICLE TWO  SECURITIES................................................................................7

     SECTION 2.1    Forms Generally....................................................................7
     SECTION 2.2    Form of Face of Security...........................................................7
     SECTION 2.3    Form of Reverse of Security.......................................................10
     SECTION 2.4    Form of Trustee's Certificate of Authentication...................................15
     SECTION 2.5    Amount Unlimited; Issuable in Series; Ranking.....................................15
     SECTION 2.6    Authentication and Delivery of Securities.........................................18
     SECTION 2.7    Execution of Securities...........................................................19
     SECTION 2.8    Certificate of Authentication.....................................................19
     SECTION 2.9    Denomination and Date of Securities; Payments of Interest.........................20
     SECTION 2.10   Registration, Transfer and Exchange...............................................20
     SECTION 2.11   Mutilated, Defaced, Destroyed, Lost and Stolen Securities.........................23
     SECTION 2.12   Cancellation of Securities Paid, etc..............................................24
     SECTION 2.13   Temporary Securities..............................................................24
     SECTION 2.14   CUSIP Numbers.....................................................................25

ARTICLE THREE  COVENANTS OF THE ISSUER................................................................25

     SECTION 3.1    Payment of Principal and Interest.................................................25
     SECTION 3.2    Offices for Payments, etc.........................................................25
     SECTION 3.3    Paying Agents.....................................................................26
     SECTION 3.4    Notice of Default.................................................................27
     SECTION 3.5    Calculation of Original Issue Discount............................................27
     SECTION 3.6    Reports...........................................................................27
     SECTION 3.7    Compliance Certificates...........................................................27
     SECTION 3.8    Payment of Additional Amounts.....................................................28

ARTICLE FOUR  REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT.........................29

     SECTION 4.1    Events of Default.................................................................29
     SECTION 4.2    Payment of Securities on Default; Suit Therefor...................................31
     SECTION 4.3    Application of Moneys Collected by Trustee........................................33
     SECTION 4.4    Proceedings by Trustee............................................................34
     SECTION 4.5    Restoration of Rights on Abandonment of Proceedings...............................34
     SECTION 4.6    Proceedings by Securityholders....................................................35
     SECTION 4.7    Remedies Cumulative and Continuing................................................35
     SECTION 4.8    Control by Securityholders........................................................36
     SECTION 4.9    Waiver of Past Defaults...........................................................36

ARTICLE FIVE  CONCERNING THE TRUSTEE..................................................................36

     SECTION 5.1    Reliance on Documents, Opinions, etc.; No Requirement for Expenditure of
                    Own Funds.........................................................................36
     SECTION 5.2    No Responsibility for Recitals, etc...............................................38
</TABLE>

                                       (i)
<PAGE>
<TABLE>
<S>                                                                                                   <C>
     SECTION 5.3    Trustee and Agents May Hold Securities............................................38
     SECTION 5.4    Moneys to Be Held in Trust........................................................38
     SECTION 5.5    Compensation and Expenses of Trustee..............................................39
     SECTION 5.6    Right of Trustee to Rely on Officers' Certificate, etc............................39
     SECTION 5.7    Eligibility of Trustee............................................................39
     SECTION 5.8    Resignation or Removal of Trustee; Appointment of Successor Trustee...............40
     SECTION 5.9    Acceptance of Appointment by Successor Trustee....................................41
     SECTION 5.10   Merger, Conversion, Consolidation or Succession to Business of Trustee............42
     SECTION 5.11   Reports by Trustee to Securityholders.............................................42

ARTICLE SIX  CONCERNING THE SECURITYHOLDERS...........................................................43

     SECTION 6.1    Action by Securityholders.........................................................43
     SECTION 6.2    Proof of Execution by Securityholders.............................................44
     SECTION 6.3    Holders to Be Treated as Owners...................................................44
     SECTION 6.4    Securities Owned by Issuer Deemed Not Outstanding.................................44
     SECTION 6.5    Right of Revocation of Action Taken...............................................45
     SECTION 6.6    Securityholders' Meetings; Purposes...............................................45
     SECTION 6.7    Call of Meetings by Trustee.......................................................46
     SECTION 6.8    Call of Meetings by Issuer or Securityholders.....................................46
     SECTION 6.9    Qualifications for Voting.........................................................47
     SECTION 6.10   Quorum; Adjourned Meetings........................................................47
     SECTION 6.11   Regulations.......................................................................47
     SECTION 6.12   Voting............................................................................48
     SECTION 6.13   No Delay of Rights by Meeting.....................................................49
     SECTION 6.14   Written Consent in Lieu of Meeting................................................49

ARTICLE SEVEN  SUPPLEMENTAL INDENTURES................................................................49

     SECTION 7.1    Supplemental Indentures Without Consent of Securityholders........................49
     SECTION 7.2    Supplemental Indentures With Consent of Securityholders...........................50
     SECTION 7.3    Effect of Supplemental Indenture..................................................52
     SECTION 7.4    Certain Documents to Be Given to Trustee..........................................52
     SECTION 7.5    Notation on Securities............................................................52

ARTICLE EIGHT  CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE......................................52

     SECTION 8.1    Issuer May Consolidate, etc., on Certain Terms....................................52
     SECTION 8.2    Successor Entity to Be Substituted................................................53
     SECTION 8.3    Opinion of Counsel and Officers' Certificate to Be Given to Trustee...............53

ARTICLE NINE  SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS...............................54

     SECTION 9.1    Satisfaction and Discharge of Indenture...........................................54
</TABLE>

                                      (ii)
<PAGE>
<TABLE>
<S>                                                                                                   <C>
     SECTION 9.2    Funds Deposited with Trustee for Payment of Securities............................54
     SECTION 9.3    Repayment of Moneys Held by Paying Agent..........................................55
     SECTION 9.4    Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years.........55
     SECTION 9.5    Issuer's Option to Effect Defeasance..............................................55
     SECTION 9.6    Defeasance and Discharge..........................................................55
     SECTION 9.7    Conditions to Defeasance..........................................................56
     SECTION 9.8    Deposited Money and U.S. Government Obligations to Be Held in Trust; Other
                    Miscellaneous Provisions..........................................................57

ARTICLE TEN  REDEMPTION OF SECURITIES AND SINKING FUNDS...............................................58

     SECTION 10.1   Applicability of Article..........................................................58
     SECTION 10.2   Notice of Redemption; Selection of Securities.....................................58
     SECTION 10.3   Payment of Securities Called for Redemption.......................................59
     SECTION 10.4   Exclusion of Certain Securities from Eligibility for Selection for Redemption.....60
     SECTION 10.5   Mandatory and Optional Sinking Funds..............................................60
     SECTION 10.6   Redemption for Tax Reasons........................................................63

ARTICLE ELEVEN  SUBORDINATION.........................................................................64

     SECTION 11.1   Securities Subordinate to Senior Indebtedness.....................................64
     SECTION 11.2   Payment Over of Proceeds Upon Dissolution, etc....................................64
     SECTION 11.3   Payment Permitted if No Dissolution, Bankruptcy or Moratorium.....................65
     SECTION 11.4   Subrogation to Rights of Holders of Senior Indebtedness...........................65
     SECTION 11.5   Provisions Solely to Define Relative Rights.......................................66
     SECTION 11.6   Trustee to Effectuate Subordination...............................................66
     SECTION 11.7   No Waiver of Subordination Provisions.............................................66
     SECTION 11.8   Notice to Trustee.................................................................67
     SECTION 11.9   Reliance on Judicial Order or Certificate of Liquidating Agent....................67
     SECTION 11.10  Rights of Trustee as a Holder of Senior Indebtedness; Preservation of
                    Trustee's Rights..................................................................68
     SECTION 11.11  Article Applicable to Paying Agents...............................................68
     SECTION 11.12  Not to Prevent Events of Default..................................................68
     SECTION 11.13  Trustee Not Fiduciary for Holders of Senior Indebtedness..........................68

ARTICLE TWELVE  MISCELLANEOUS PROVISIONS..............................................................69

     SECTION 12.1   Incorporators, Shareholders, Officers, Members of theBoard of Issuer Exempt
                    from Individual Liability.........................................................69
     SECTION 12.2   Provisions of Indenture for the Sole Benefit of Parties and Securityholders.......69
     SECTION 12.3   Successors and Assigns of Issuer Bound by Indenture...............................69
     SECTION 12.4   Notices and Demands on Issuer, Trustee and Securityholders........................69
     SECTION 12.5   Officers' Certificates and Opinions of Counsel; Statements to Be Contained
                    Therein...........................................................................70
     SECTION 12.6   Official Acts by Successor Entity.................................................71
</TABLE>

                                      (iii)
<PAGE>
<TABLE>
<S>                                                                                                   <C>
     SECTION 12.7   Payments Due on Saturdays, Sundays and Legal Holidays.............................71
     SECTION 12.8   NEW YORK LAW TO GOVERN............................................................72
     SECTION 12.9   Counterparts......................................................................72
     SECTION 12.10  Effect of Headings................................................................72
     SECTION 12.11  Conflict with Trust Indenture Act.................................................72
     SECTION 12.12  Submission to Jurisdiction........................................................72
     SECTION 12.13  Severability......................................................................73
     SECTION 12.14  No Security Interest Created......................................................73
</TABLE>
                                      (iv)
<PAGE>
                               STOLT OFFSHORE S.A.

                                       AND

                                [______________],

                                     TRUSTEE

                             SUBORDINATED INDENTURE

                              Dated as of [_______]

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

           Reference is made to the following provisions of the Trust
Indenture Act of 1939, as amended, which establish certain duties and
responsibilities of the Issuer and the Trustee which are not set forth in this
Indenture:

<TABLE>
<CAPTION>
  Section                 Subject               Section                Subject
  -------                 -------               -------                -------
<S>           <C>                              <C>         <C>
310 (b)       Disqualification of Trustee as   315 (c)     Duties of claims Trustee in
              conflicting                                  case of default
              Securityholders
311           Preferential collection of       315 (d)     Provisions relating to
              Trustee as                                   responsibility of Trustee
              creditor of Issuer
312 (a)       Periodic filing of information   315 (e)     Assessment of costs against
              by Issuer with Trustee                       litigating Securityholders in
                                                           certain circumstances
312 (b)       Access of Security-holders to    316 (a)     Directions to and waivers by
              information                                  Securityholders in certain
                                                           circumstances
313 (b)       Additional reports of Trustee    316 (b)     Prohibition or impairment of
              to Security-holders                          Securityholders to payment
314 (c)       Evidence of compliance with      316 (c)     Right of Issuer to set record
              conditions precedent                         date for certain purposes
</TABLE>

<PAGE>
<TABLE>
<S>           <C>                              <C>         <C>
315 (a)       Duties of Trustee prior to       317 (a)     Special powers of Trustee
              default
315 (b)       Notice of default from Trustee   318 (a)     Provisions of Act to control
              to Securityholders                           in case of conflict
</TABLE>

<PAGE>

          THIS SUBORDINATED DEBT INDENTURE, dated as of [_______] between STOLT
OFFSHORE S.A., a company incorporated with limited liability under the laws of
Luxembourg (the "Issuer"), and [_______], a [______] (the "Trustee").


                              W I T N E S S E T H:


          WHEREAS, the Issuer has duly authorized the execution and delivery of
this Indenture for the issuance from time to time of its unsecured bonds,
debentures, notes and other evidences of indebtedness to be issued in one or
more series (the "Securities") up to such principal amount or amounts and
denominated in United States dollars or foreign currency or units or composites
of two or more thereof as may from time to time be authorized in accordance with
the terms of this Indenture, which Securities shall be subordinated in right of
payment to all Senior Indebtedness of the Issuer, pursuant to Article Eleven
hereof, and to provide, among other things, for the authentication, delivery and
administration thereof; and

          WHEREAS, all things necessary to make this Indenture, when executed
and delivered by the parties hereto, a valid and legally binding indenture and
agreement according to its terms, have been done;

          NOW, THEREFORE:

          In consideration of the premises and the purchases of the Securities
by the Holders thereof, the Issuer and the Trustee mutually covenant and agree
for the equal and proportionate benefit of the respective Holders from time to
time of the Securities as follows:

<PAGE>
                                  ARTICLE ONE

                                  DEFINITIONS

          SECTION 1.1 Certain Terms Defined. The following terms (except as
herein otherwise expressly provided or unless the context otherwise clearly
requires) for all purposes of this Indenture and of any indenture supplemental
hereto shall have the respective meanings specified in this Section. All other
terms used in this Indenture that are defined in the Trust Indenture Act of
1939, as amended to the date of this Indenture as originally executed, or the
definitions of which in the Securities Act of 1933, as amended to the date of
this Indenture as originally executed, are referred to in the Trust Indenture
Act of 1939 (except as herein otherwise expressly provided or unless the context
otherwise clearly requires), shall have the meanings assigned to such terms in
said Trust Indenture Act and in said Securities Act as in force at the date of
this Indenture. All accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles (whether or not such is indicated herein), and, except as otherwise
herein expressly provided, the term "generally accepted accounting principles"
with respect to any computation required or permitted hereunder shall mean such
accounting principles as are generally accepted in the United States at the date
of such computation. The words "herein", "hereof" and "hereunder" and other
words of similar import refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision. The terms defined in this
Article have the meanings assigned to them in this Article and include the
plural as well as the singular.

          "Additional Amounts " has the meaning specified in Section 3.9.

          "Board" means the Board of Directors of the Issuer.

          "Business Day" means, except as otherwise provided pursuant to Section
2.5 for Securities of any series, any day that is not a Saturday or Sunday and
that is not a day on which banking institutions in the Borough of Manhattan,
City and State of New York are generally authorized or obligated by law to close
in the relevant place of payment and, in relation to any payment or calculation
in euro, a day on which the Trans-European Real-Time Automated Gross Settlement
Express Transfer (TARGET) system is open.

          "Commission" means the U.S. Securities and Exchange Commission, as
from time to time constituted, created under the Exchange Act, or if at any time
after the execution and delivery of this Indenture such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act of 1939, then the body performing such duties on such date.

          "Common Shares" means the common shares, par value U.S. $2.00 per
share, of the Issuer, as designated on the date hereof, and all shares resulting
from any reclassification of such common shares.

          "Corporate Trust Office" means the office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time, be
principally administered. As of the date of this Indenture, the Corporate Trust
Office of the Trustee is located at [___________].

          "defeasance" has the meaning assigned to such term by Section 9.6.

                                       2
<PAGE>
          "Depositary" means, with respect to the Securities of any series or
tranche issuable or issued in the form of one or more Global Securities, the
person designated as Depositary for such Global Securities by the Issuer
pursuant to Section 2.6 until a successor Depositary shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Depositary" shall mean or include each person who is then a Depositary for such
Global Securities, and if at any time there is more than one person designated
as Depositary for Global Securities of a particular series or tranche,
"Depositary", as used with respect to the Securities of such series or tranche,
means the Depositary with respect to the particular Global Security or
Securities.

          "Dollar" and "U.S.$" mean the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public and
private debts.

          "euro" means the currency introduced on January 1, 1999 at the start
of the third stage of economic and monetary union pursuant to the treaty
establishing the European Community.

          "Event of Default" means any event or condition specified as such in
Section 4.1.

          "Exchange Act" means the U.S. Securities Exchange Act of 1934, as
amended.

          "Global Security" means a Security evidencing all or a part of a
series or tranche of Securities, issued to the Depositary for such series or
tranche, as the case may be, in accordance with Section 2.6 and bearing the
legend prescribed in Section 2.6.

          "Holder", "Holder of Securities", "Securityholder" or other similar
terms means a person in whose name a Security is registered in the Register.

          "Indebtedness" means any obligation of, or any obligation guaranteed
by, the Issuer for the repayment of borrowed money, whether or not evidenced by
bonds, debentures, notes or other written instruments, and any deferred
obligation for the payment of the purchase price of property or assets.

          "Indenture" means this instrument as originally executed and delivered
or, if amended or supplemented as herein provided, as so amended and/or
supplemented from time to time, and shall include (i) for all purposes of this
instrument and any supplemental indenture, the provisions of the Trust Indenture
Act of 1939 that are deemed to be a part of and govern this instrument and any
such supplemental indenture, respectively, and (ii) the forms and terms of
particular series of Securities established as contemplated hereunder.

          "interest" means, when used with respect to a non-interest bearing
Security, interest payable after the principal thereof has become due and
payable whether at maturity, by declaration of acceleration, by call for
redemption, pursuant to a sinking fund or otherwise.

          "Issuer" means Stolt Offshore S.A., a company incorporated with
limited liability under the laws of Luxembourg until any successor company shall
have become such pursuant to Article Eight and thereafter "Issuer" shall mean
such successor except as otherwise provided in Section 8.2.

                                       3
<PAGE>
          "mandatory sinking fund payment" has the meaning set forth in Section
10.5.

          "Market Exchange Rate" has the meaning set forth in Section 6.1.

          "New York Location" means the location in the Borough of Manhattan,
The City of New York, at which at any particular time the Trustee receives and
redelivers Securities.

          "Officers' Certificate" when used with respect to the Issuer, means a
certificate signed by any two of the following: the chief executive officer,
chief financial officer, general counsel or chief operating officer of the
Issuer and delivered to the Trustee. Each such certificate shall include the
statements required by the Trust Indenture Act of 1939 or as provided for in
Section 12.5, if and to the extent required hereby.

          "Opinion of Counsel" means an opinion in writing signed by legal
counsel who may be an employee of or counsel to the Issuer. Each such opinion
shall include the statements required by the Trust Indenture Act of 1939 or as
provided for in Section 12.5, if and to the extent required hereby.

          "optional sinking fund payment" has the meaning set forth in Section
10.5.

          "original issue date" of any Security (or portion thereof) means the
earlier of (a) the date of such Security or (b) the date of any Security (or
portion thereof) for which such Security was issued (directly or indirectly) on
registration of transfer, exchange or substitution.

          "Original Issue Discount Security" means any Security that provides
for an amount less than the principal amount thereof to be due and payable upon
redemption or a declaration of acceleration of the maturity thereof pursuant to
Section 4.1.

          "Outstanding" (except as otherwise required by the Trust Indenture Act
of 1939), when used with reference to Securities, shall, subject to the
provisions of Section 6.4, mean, as of any particular time, all Securities
theretofore authenticated and delivered by the Trustee under this Indenture,
except

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

          (b) Securities, or portions thereof, which have become due and for the
     payment or redemption of which moneys in the necessary amount shall have
     been theretofore deposited in trust with the Trustee or with any paying
     agent (other than the Issuer); and

          (c) Securities in lieu of or in substitution for which other
     Securities shall have been authenticated and delivered pursuant to the
     terms of Section 2.11, or which shall have been paid pursuant to Section
     2.11.

                                       4
<PAGE>
          In determining whether the Holders of the requisite principal amount
of Outstanding Securities of any or all series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, the principal
amount that shall be deemed to be Outstanding for such purposes in the case of
an Original Issue Discount Security or (unless as otherwise established pursuant
to Section 2.5) in the case of a Security which provides that an amount other
than the face amount thereof will or may be payable upon the maturity thereof or
a declaration of acceleration of the maturity thereof shall be the amount of the
principal thereof that would be due and payable as of the date of such
determination upon a declaration of acceleration of the maturity thereof
pursuant to Section 4.1.

          "Overdue Rate" means, unless otherwise specified in the Securities of
any series, the same rate as the rate of interest specified in the Securities of
such series or, in the case of a series of Original Issue Discount Securities,
the Yield to Maturity of such series of Securities.

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

          "principal" whenever used with reference to the Securities or any
Security or any portion thereof, shall be deemed to include "and premium, if
any".

          "record date" has the meaning set forth in Section 2.9.

          "Redemption Date" has the meaning set forth in Section 10.6.

          "Register" has the meaning set forth in Section 2.10.

          "Representative" means the indenture trustee or other trustee, agent
or representative for an issue of Senior Indebtedness or, in case of any Senior
Indebtedness for which there is no indenture trustee, other trustee, agent or
representative, any holder of such Senior Indebtedness.

          "Resolution" means a resolution of the Board, including without
limitation any such resolution by which or pursuant to which any series of
Securities is authorized and established pursuant to Section 2.5.

          "Responsible Officer", when used with respect to the Trustee, means
the chairman of the board of directors, any vice chairman of the board of
directors, the chairman of the trust committee, the chairman of the executive
committee, any vice chairman of the executive committee, the president, any vice
president, the cashier, the secretary, the treasurer, any senior trust officer,
trust officer, any assistant trust officer, any assistant vice president, any
assistant cashier, any assistant secretary, any assistant treasurer, or any
other officer or assistant officer of the Trustee customarily performing
functions similar to those performed by the persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of his knowledge of and familiarity with the particular subject.

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

                                       5
<PAGE>
          "Security" or "Securities" (except as otherwise required by the Trust
Indenture Act of 1939) has the meaning stated in the first recital of this
Indenture or means any Securities that have been issued, authenticated and
delivered under this Indenture, as the context may require.

          "Security registrar" has the meaning set forth in Section 2.10.

          "Senior Indebtedness" means the principal of, premium, if any, and
interest (including interest accruing subsequent to the commencement of any
proceeding for the bankruptcy or reorganization of the Issuer under applicable
bankruptcy, insolvency or similar law now or hereafter in effect) on (a) all
Indebtedness, whether outstanding on the date of execution of this Indenture or
thereafter created, assumed or incurred, except such indebtedness as is by its
terms expressly stated to be not superior in right of payment to the Securities
or to rank pari passu with the Securities or as identified in a Resolution or
any indenture supplemental hereto as not superior in right of payment or to rank
pari passu with the Securities and (b) any deferrals, renewals or extensions of
any such Indebtedness.

          "series", as used in the definitions of "Indenture" and "Overdue Rate"
in this Section 1.1 and as used in Section 2.5 (except as used in the first
sentence of the second paragraph thereof and in the first and third sentences of
the third paragraph thereof), 2.9, 2.10, 2.11, 2.13, 3.1, 3.2, 3.3 (except as
used in the fourth paragraph thereof), 10.1, 10.2, 10.3 and 10.5, means
"tranche" for any Securities of a series of Securities consisting of more than
one tranche.

          "sinking fund payment date" has the meaning set forth in Section 10.5.

          "Specified Currency" has the meaning set forth in Section 6.1.

          "Subordinated Indebtedness" means all the principal, premium, if any,
accrued and unpaid interest (including interest accruing on or after the filing
of any petition in bankruptcy or for reorganization relating to the Issuer
whether or not a claim for post-filing interest is allowed in such proceeding)
of Indebtedness of the Issuer, whether any such Indebtedness exists as of the
date of this Indenture or shall thereafter be created, incurred, assumed or
guaranteed by the Issuer, which by its terms is expressly subordinated in right
of payment to the Securities.

          "subsidiary" means any corporation or other entity of which at least a
majority of the outstanding stock or other ownership interests having by the
terms thereof ordinary voting power for the election of directors, managers or
trustees of such corporation or other entity or other persons performing similar
functions (irrespective of whether or not at the time stock or other ownership
interests of any other class or classes of such corporation or other entity
shall have or might have voting power by reason of the happening of any
contingency) is at the time directly or indirectly owned, or controlled by the
Issuer, or by one or more other Subsidiaries, or by the Issuer and one or more
other Subsidiaries.

          "tranche" means all Securities of the same series having the same
original issue date, interest rate, maturity, repayment and redemption
provisions.

                                       6
<PAGE>
          "Trustee" means the person identified as "Trustee" in the first
paragraph hereof and, subject to the provisions of Article Five, shall also
include any successor trustee. If pursuant to the provisions of this Indenture
there shall be at any time more than one Trustee hereunder, the term "Trustee"
as used with respect to Securities of any series shall mean the Trustee or
Trustees with respect to the Securities of that series.

          "Trust Indenture Act of 1939" (except as otherwise provided in
Sections 7.1 and 7.2) means the Trust Indenture Act of 1939, as amended, as in
force at the date as of which this Indenture was originally executed; provided,
however, that in the event the Trust Indenture Act of 1939 is amended after such
date, "Trust Indenture Act of 1939" means, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.

          "U.S. Government Obligations" has the meaning set forth in Section
9.7.

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

          "Yield to Maturity" means, in the case of any Original Issue Discount
Security, the yield to maturity specified in such Security or in a Resolution
relating thereto.

                                  ARTICLE TWO

                                   SECURITIES

          SECTION 2.1 Forms Generally. The Securities of each series shall be
substantially in the form set forth in this Article, or in such other form as
shall be established by or pursuant to a Resolution or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture and may have imprinted or otherwise reproduced thereon such letters,
numbers or other marks of identification and such legends or endorsements as may
be required to comply with any applicable law, rule or regulation or with the
rules of any securities exchange or as may, consistent with the provisions of
this Indenture, be determined by the officers executing such Securities, as
evidenced by their execution of the Securities. In the case of Securities of any
series that are denominated in a coin or currency (including composite
currencies or currency units) that is, or may be, replaced by the euro, the form
of such Securities may contain such insertions, omissions, substitutions and
other variations as may be deemed appropriate or required.

          The definitive Securities 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 such Securities, as evidenced by their
execution of such Securities.

          SECTION 2.2 Form of Face of Security. [If the Security is an Original
Issue Discount Security, insert any legend required by the Internal Revenue Code
of 1986, as amended and the regulations thereunder.]

                                       7
<PAGE>
No.

[U.S.$]_____________                                          CUSIP No. ________

                               STOLT OFFSHORE S.A.

                         [Insert Designation of Series]


          Stolt Offshore S.A., a company incorporated with limited liability
under the laws of Luxembourg (herein called the "Issuer"), for value received,
hereby promises to pay to ________, or registered assigns, the principal sum of
____________________ on _______________ [if the Security is to bear interest
prior to maturity, insert--, and to pay interest thereon [[insert as
applicable--annually or semi-annually or quarterly]] on [[insert appropriate
interest payment dates]] (the "Interest Payment Date[[s]]") in each year,
commencing _____________, [insert--at the rate of __% per annum or, if
applicable, insert the method for determining the adjustable, floating or other
form of variable interest rate borne by the Securities] until the principal
hereof is paid or made available for payment [if applicable, insert --, and (to
the extent that the payment of such interest shall be legally enforceable) at
the rate of __% per annum on any overdue principal and premium, if any, and on
any overdue installment of interest (to the extent that the payment of such
interest shall be legally enforceable)]. Notwithstanding the foregoing, this
Security shall bear interest from the most recent Interest Payment Date to which
interest in respect hereof has been paid or duly provided for, unless (i) the
date hereof is such an Interest Payment Date, in which case from the date
hereof, or (ii) no interest has been paid on this Security, in which case from
____________; provided, however, that if the Issuer shall default in the payment
of interest due on the date hereof, then this Security shall bear interest from
the next preceding Interest Payment Date to which Interest has been paid or, if
no interest has been paid on this Security from __________. [If the Issuer has
the right to deliver Common Shares in payment, in whole or in part, of the
principal and accrued interest due at maturity, insert applicable provisions.]
Notwithstanding the foregoing, if the date hereof is after the _________ [insert
if applicable--or __________] (whether or not a Business Day) (the "Record
Date") [insert if applicable, as the case may be,] next preceding an Interest
Payment Date and before such Interest Payment Date, this Security shall bear
interest from such Interest Payment Date; provided, however, that if the Issuer
shall default in the payment of interest due on such Interest Payment Date, then
this Security shall bear interest from the next preceding Interest Payment Date
to which interest has been paid or, if no interest has been paid on this
Security, from _________. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, subject to certain exceptions
provided in the Indenture referred to on the reverse hereof, be paid to the
person in whose name this Security is registered at the close of business on the
Record Date next preceding such Interest Payment Date. Unless otherwise
specified for the Security pursuant to Section 2.5, insert - [Interest on this
Security will be computed and paid on the basis of a 360-day year of twelve
30-day months.]

          [If the Security is not to bear interest prior to maturity,
insert--The principal of this Security shall not bear interest except in the
case of a default in payment of principal upon acceleration, upon redemption or
at maturity and in such case the overdue principal of this Security shall bear
interest at the rate of __% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
default in payment to the date payment of such principal has been made or duly
provided for. Interest on any overdue principal shall be payable on demand. Any
such interest on any overdue principal that

                                       8
<PAGE>
is not so paid on demand shall bear interest at the rate of __% per annum (to
the extent that the payment of such interest shall be legally enforceable),
which shall accrue from the date of such demand for payment to the date payment
of such interest has been made or duly provided for, and such interest shall
also be payable on demand.]

          All payments in respect of the Securities, including, without
limitation, payments of principal [if the Security is to bear interest prior to
maturity, insert -- interest, if any, and] premium, if any, shall be made by the
Issuer without withholding or deduction for or on account of any present or
future taxes, duties, levies, or other governmental charges of whatever nature
in effect on the date of the Indenture or imposed or established in the future
by or on behalf of Luxembourg or any taxing authority having jurisdiction in
Luxembourg or over Luxembourg with respect to such payments ("Taxes"). In the
event any such Taxes are so levied or imposed, the Issuer shall pay such
additional amounts ("Additional Amounts") as may be necessary in order that the
net amounts receivable by each Holder after any payment, withholding or
deduction in respect of such Taxes shall equal the respective amounts of
principal [if the Security, if any, is to bear interest prior to maturity,
insert --, interest and] premium, if any, which would have been receivable in
respect of the Securities in the absence of such payment, withholding or
deduction; except that no such Additional Amounts will be payable with respect
to any payment on any Security to, or to a third party on behalf of, a Holder
for or on account of any such Taxes whatever that have been imposed by reason of
(i) the Holder (or a fiduciary, settlor, beneficiary, member or shareholder of
such Holder, if such Holder is an estate, a trust, a partnership or a
corporation) being a citizen or resident of Luxembourg or deemed a resident of
Luxembourg or of the European Union or having some present or former connection
with Luxembourg (including, but not limited to, the situation where a Holder (or
such fiduciary, settlor, beneficiary, member or shareholder) carried or carries
on a trade or business in Luxembourg or has or had a permanent establishment or
permanent representative in Luxembourg) other than the mere holding of such
Security or the receipt of principal, interest, if any, or premium, if any, in
respect thereof; (ii) the presentation by the Holder of a Security for payment
on a date more than thirty (30) days after the date on which such payment became
due and payable or the date on which payment thereof is duly provided for,
whichever occurs later; (iii) any estate, inheritance, gift, sales, transfer or
personal property tax or any similar tax, assessment or governmental charge;
(iv) any tax, assessment or other governmental charge which is payable otherwise
than by withholding from payments on or in respect of any Security; or (v) any
combination of items (i), (ii), (iii) or (iv). Furthermore, no Additional
Amounts shall be paid with respect to any payment on this Security to a Holder
that is a fiduciary or partnership or other than the sole beneficial owner of
such payment to the extent that a beneficiary or settlor with respect to such
fiduciary or a member of such partnership or beneficial owner would not have
been entitled to receive the Additional Amounts had such beneficiary, settlor,
member or beneficial owner been the Holder.

          Whenever in this Security or in the Indenture there is a reference, in
any context, to the payment of the principal of [if the Security is to bear
interest prior to maturity, insert -- or interest on], or in respect of, any
Security, such payment shall be deemed to include the payment of Additional
Amounts to the extent that, in such context, Additional Amounts are, were or
would be payable in respect of such payment pursuant to the provisions hereof or
thereof and express mention of the payment of Additional Amounts (if applicable)
in any provision hereof shall not be construed as excluding Additional Amounts
in those provisions hereof where such express mention is not made.

                                       9
<PAGE>
          Payment of the principal of and [if applicable, insert--any such]
interest on this Security will be made at the office or agency of the Issuer
maintained for that purpose in [insert the places of payment], in [insert the
currency or currencies of payment]; provided, however, that at the option of the
Issuer payment of interest may be made by check mailed to the address of the
person entitled thereto as such address shall appear in the Security register.

          [If the Security is an extendible security, insert--The Securities of
this series are subject to repayment on [insert provisions with respect to
repayment date or dates] at the option of the Holders thereof exercisable on or
before the _________________, but not prior to the _______________ preceding
such ____________, at a repayment price equal to the principal amount thereof to
be repaid, together with interest payable thereon to the repayment date, as
described on the reverse side hereof.]

          Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

          Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


          IN WITNESS WHEREOF, this instrument has been duly executed in the name
of the Issuer.

                                        STOLT OFFSHORE S.A.


                                        By
                                          ----------------------------

Attest:


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


          SECTION 2.3 Form of Reverse of Security.

                               STOLT OFFSHORE S.A.

          This Security is one of a duly authorized issue of securities of the
Issuer (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of [______], [______] (herein called the
"Indenture"), between the Issuer and [_______], a [______], as Trustee (herein
called the "Trustee"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, obligations, duties and immunities thereunder of the
Issuer, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof [if applicable,
insert--

                                       10
<PAGE>
limited in aggregate principal amount to _________]. The separate series of
Securities may be issued in various aggregate principal amounts, may mature at
different times, may bear interest, if any, at different rates, may be subject
to different redemption provisions (if any), may be subject to different sinking
or purchase funds (if any), may be subject to different repayment provisions (if
any), may be subject to different covenants and Events of Default and may
otherwise vary as in the Indenture provided. The Indenture further provides that
the Securities of a single series may be issued at various times, with different
maturity dates, may bear interest, if any, at different rates, may be subject to
different redemption provisions (if any), may be subject to different sinking or
purchase funds (if any) and may be subject to different repayment provisions (if
any).

          If at any time subsequent to the issuance of the Securities of this
series as a result of any change in, or amendment to, the laws or regulations of
Luxembourg or of any political subdivision thereof or any authority therein or
thereof having power to tax or as a result of any change in the application or
official interpretation of such laws or regulations, the Issuer becomes, or will
become, obligated to pay any Additional Amounts then the Securities of this
series will be redeemable as a whole (but not in part), at the option of the
Issuer, at any time upon not less than thirty (30) nor more than sixty (60)
days' notice given to the Holders at [if the Security is to bear interest prior
to maturity, insert--their principal amount together with accrued interest
thereon, if any,] [if the Security is an Original Issue Discount Security,
insert appropriate provision.] (and any Additional Amounts payable with respect
thereto) to the date fixed for redemption (the "Redemption Date"). In order to
effect a redemption of Securities of this series as described in this paragraph,
the Issuer shall deliver to the Trustee at least forty-five (45) days prior to
the Redemption Date: (i) a written notice stating that the Securities of this
series are to be redeemed as a whole and (ii) an opinion of independent legal
counsel of recognized standing to the effect that the Issuer has or will become
obligated to pay Additional Amounts as a result of any such change or amendment.
No notice of redemption may be given earlier than ninety (90) days prior to the
earliest date on which the Issuer would be obligated to pay such Additional
Amounts were a payment in respect of the Securities of this series then due. The
notice shall additionally specify the Redemption Date and all other information
necessary to the publication and mailing by the Trustee of notices of such
redemption. The Trustee shall be entitled to rely conclusively upon the
information so furnished by the Issuer in such notice and shall be under no duty
to check the accuracy or completeness thereof. Such notice shall be irrevocable
and upon its delivery the Issuer shall be obligated to make the payment or
payments referred to therein to the Trustee.

          [If applicable, insert--The Securities of this series are subject to
redemption upon not less than 30 nor more than 60 days' notice by mail, [[if
applicable, insert --(1) on ______ in any year commencing with the year ______
and ending with the year ____ through operation of the sinking fund for this
series (as more fully described in the next succeeding paragraph) at [[insert
either--a redemption price equal to 100% of the principal amount of the
Securities to be redeemed or the redemption prices for redemption through
operation of the sinking fund (expressed as percentages of the principal amount)
set forth in the table below,]], and (2)]] at any time [[if applicable,
insert--on or after ________]], as a whole or in part, at the election of the
Issuer, at the [[insert either--following redemption prices or redemption prices
for redemption otherwise than through operation of the sinking fund]] (expressed
as percentages of the principal

                                       11
<PAGE>
amount): if redeemed [[if applicable, insert--on or before ________, __%, and if
redeemed]] during the 12-month period beginning ________ of the years indicated,

<TABLE>
<S>                                          <C>                             <C>
                                                                             [ [If applicable,
                                             Redemption Price                      insert --
                                                for Redemption                     Price
                                             [ [if applicable,                       For Redemption
                                             insert --                               Otherwise Than

                                                   Through Operation               Through Operation
                                                         of the                          of the
          Year                                      Sinking Fund] ]                 Sinking Fund] ]

</TABLE>

and thereafter at a redemption price equal to __% of the principal amount
thereof, together in the case of any such redemption (whether through operation
of the sinking fund or otherwise) with accrued interest to the date fixed for
redemption, but interest installments maturing on or prior to such Redemption
Date will be payable to the Holders of such Securities of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.]

          [If applicable, insert--The sinking fund for this series provides for
the redemption on ________ in each year beginning with the year ____ and ending
with the year ____ of [[not less than]] [U.S.$]________ [[("mandatory sinking
fund payments") and not more than [U.S.$]________]] aggregate principal amount
of Securities of this series.] [If applicable, insert--Securities of this series
acquired or redeemed by the Issuer otherwise than through [[mandatory]] sinking
fund payments may be credited against subsequent [[mandatory]] sinking fund
payments otherwise required to be made.]

          [If applicable, insert--Notwithstanding the foregoing, the Issuer may
not, prior to ________, redeem any Securities of this series as contemplated by
[[Clause (2) of]] the [[second]] preceding paragraph as a part of, or in
anticipation of, any refunding operation by the application, directly or
indirectly, of moneys borrowed having an interest cost to the Issuer (calculated
in accordance with generally accepted financial practice) of less than __% per
annum.]

          [If applicable, insert--Partial redemptions must be in an amount not
less than [U.S.$]______________ principal amount of Securities.]

          [If applicable, insert--In the event of redemption of this Security in
part only, a new Security or Securities of this series for the unredeemed
portion hereof having the same interest rate and maturity as this Security will
be issued in the name of the Holder hereof upon the cancellation hereof.]

          [If the Holders have the right to cause the Issuer to redeem, purchase
or repay in certain circumstances, the Security prior to maturity, insert
applicable provisions.]

          [If the Security is not an Original Issue Discount Security,
insert--If an Event of Default with respect to Securities of this series shall
occur and be continuing, then the Trustee or

                                       12
<PAGE>
the Holders of not less than 25% in aggregate principal amount (calculated as
provided in the Indenture) of the Securities of this series then Outstanding may
declare the principal of the Securities of this series and accrued interest
thereon, if any, to be due and payable in the manner and with the effect
provided in the Indenture.] [If the Security is an Original Issue Discount
Security, insert--If an Event of Default with respect to Securities of this
series shall occur and be continuing, then the Trustee or the Holders of not
less than 25% in aggregate principal amount (calculated as provided in the
Indenture) of the Securities of this series then Outstanding may declare an
amount of principal of the Securities of this series due and payable in the
manner and with the effect provided in the Indenture. Such amount shall be equal
to [[insert formula for determining the amount]].]

          [If the Security is an extendible security, insert --The Securities of
this series are subject to repayment in whole, or in part, on [insert month, day
and years], in increments of _______ or multiples of _______ in excess of
______, provided that the portion of the principal amount of any Security of
this series not being repaid shall be at least _____, at the option of the
Holder thereof at a repayment price equal to the principal amount thereof to be
repaid, together with interest payable thereon to the repayment date. For this
Security to be repaid at the option of the Holder, the Trustee must receive at
the Corporate Trust Office or the New York Location, on or before the [insert
month and day] or, if such [insert month and day] is not a day other than a day
on which banking institutions in the Borough of Manhattan, the City and State of
New York are authorized or required by law or regulation to close (a "Business
Day"), the next succeeding Business Day, but not earlier than the [insert month
and day] prior to the [insert month and day] on which the repayment price will
be paid (i) this Security, with the form entitled "Option to Elect Repayment"
below duly completed, or (ii) a facsimile transmission or letter from a member
of a national securities exchange or the National Association of Securities
Dealers, Inc. or a commercial bank or trust company in the United States of
America setting forth the name of the Holder of this Security, the principal
amount of the Security, the amount of such Security to be repaid, a statement
that the option to elect repayment is being made thereby and a guarantee that
the Security to be repaid with the form entitled "Option to Elect Repayment" on
the reverse thereof duly completed will be received by the Issuer no later than
five Business Days after the date of such facsimile transmission or letter, and
such Security and form duly completed are received by the Issuer by such fifth
Business Day. Either form of notice duly received on or before the [insert month
and day] preceding any such [insert month and day] shall be irrevocable. All
questions as to the validity, eligibility (including time of receipt) and
acceptance of any Securities of this series for repayment will be determined by
the Issuer, whose determination shall be final and binding.]

          The Securities are subordinated in right of payment, in the manner and
to the extent set forth in the Indenture, to the prior payment in full of all
Senior Indebtedness of the Issuer whether outstanding on the date of the
Indenture or thereafter created, incurred, assumed or guaranteed. Each Holder by
his acceptance hereof agrees to be bound by such provisions and authorizes and
expressly directs the Trustee, on his behalf, to take such action as may be
necessary or appropriate to effectuate the subordination provided for in the
Indenture and appoints the Trustee his attorney-in-fact for such purpose.

          The Indenture permits, with certain exceptions as therein provided,
the amendment or supplementing thereof and the modification of the rights and
obligations of the

                                       13
<PAGE>
Issuer and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Issuer and the Trustee with the
consent of the Holders of not less than a majority in aggregate principal amount
(calculated as provided in the Indenture) of the Securities at the time
Outstanding of all series to be affected (all such series voting as a single
class). The Indenture also contains provisions permitting the Holders of not
less than a majority in aggregate principal amount (calculated as provided in
the Indenture) of the Securities of any series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive certain past
defaults or Events of Default under the Indenture and the consequences of any
such defaults or Events of Default. Any such consent or waiver (unless revoked
as provided in the Indenture) shall be conclusive and binding upon any Holder
and upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

          No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest, if any, on
this Security at the times, place and rate, if any, and in the coin or currency,
herein prescribed.

          As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
register, upon due presentment of this Security for registration of transfer at
the office or agency of the Issuer in any place where the principal of and
interest, if any, on this Security are payable, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Issuer and the
Security registrar duly executed by the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series,
having the same interest rate and maturity and bearing interest from the same
date as this Security, of any authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

          The Securities of this series are issuable only in registered form
without coupons in denominations of ________ and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series of a different authorized denomination
having the same interest rate and maturity and bearing interest from the same
date as such Securities, as requested by the Holder surrendering the same.

          No service charge shall be made for any such registration of transfer
or exchange, but the Issuer may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

          Prior to registration of transfer of this Security in the Security
register, the Issuer, the Trustee and any agent of the Issuer or the Trustee may
treat the person in whose name this Security is registered as the owner hereof
for all purposes, whether or not this Security be overdue and notwithstanding
any notation of ownership or other writing thereon, and neither the Issuer, the
Trustee nor any such agent shall be affected by notice to the contrary. All
payments made to or upon the order of such registered Holder, shall, to the
extent of the sum or sums paid, effectually satisfy and discharge liability for
monies payable on this Security.

                                       14
<PAGE>
          No recourse for the payment of the principal of or interest, if any,
on this Security, or for any claim based hereon or otherwise in respect hereof,
and no recourse under or upon any obligation, covenant or agreement of the
Issuer in the Indenture or any indenture supplemental thereto or in any
Security, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, official, member or deputy
member of the Board of Directors, as such, past, present or future, of the
Issuer or of any successor entity, either directly or through the Issuer or any
successor corporation, whether by virtue of any constitution, statute or rule of
law or by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.

          All terms used in this Security and not otherwise defined herein which
are defined in the Indenture shall have the meanings assigned to them in the
Indenture, except with respect to authorization, execution and delivery by the
Issuer.

          This Security shall be governed by and construed in accordance with
the laws of the State of New York.

          SECTION 2.4 Form of Trustee's Certificate of Authentication. The
Trustee's certificate of authentication on all Securities shall be in
substantially the following form:

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

Dated:                                       [___________],
                                             as Trustee


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

          SECTION 2.5 Amount Unlimited; Issuable in Series; Ranking. 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, each of which may
consist of one or more tranches. With respect to any Securities to be
authenticated and delivered hereunder, there shall be established in or pursuant
to a Resolution, a copy of which, certified by a member of the Board, shall be
delivered to the Trustee, or established in one or more indentures supplemental
hereto:

          (1) the title of such Securities and the series in which such
     Securities shall be included (which shall distinguish the Securities of the
     series from all other Securities);

          (2) any limit upon the aggregate principal amount of the Securities of
     such series that may be authenticated and delivered under this Indenture
     (except for Securities

                                       15
<PAGE>
     authenticated and delivered upon registration of transfer of, or in
     exchange for, or in lieu of, other Securities of the series pursuant to
     Section 2.10, 2.11, 2.13 or 10.3);

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

          (4) the rate or rates at which such Securities shall bear interest, if
     any, or the method or methods, if any, by which such rate or rates
     (including the Overdue Rate) shall be determined, the date or dates from
     which such interest shall accrue or the method or methods, if any, by which
     such date or dates may be determined, the interest payment dates on which
     such interest shall be payable and the record dates for the determination
     of Holders to whom interest is payable;

          (5) the place or places where the principal and any interest on such
     Securities shall be payable;

          (6) the price or prices at which, the period or periods within which
     and the terms and conditions upon which such Securities may be redeemed, in
     whole or in part, at the option of the Issuer, pursuant to any sinking fund
     or otherwise;

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

          (8) the price or prices at which, the period or periods within which
     and the terms and conditions upon which such Securities may be repaid, in
     whole or in part, at the option of the Holder thereof;

          (9) if other than Dollars, the coin or currency (including composite
     currencies or currency units) in which such Securities shall be denominated
     and, if different, the coin or currency (including composite currencies or
     currency units) in which payment of the principal of and/or interest on
     such Securities shall be payable, and if such coin or currency (including
     composite currencies or currency units) is replaced by the euro, the
     provisions to effect such replacement;

          (10) if the principal of and/or interest on such Securities are to be
     payable, at the election of the Issuer or a Holder thereof, in a coin or
     currency (including composite currencies or currency units) other than that
     in which the Securities are stated to be payable, the period or periods
     within which, and the terms and conditions upon which, such election may be
     made;

          (11) if the amount of payments of principal of and/or interest on the
     Securities of the series may be determined with reference to an index based
     on a coin or currency (including composite currencies or currency units)
     other than that in which the Securities

                                       16
<PAGE>
     are stated to be payable or with reference to any other index, the manner
     in which such amounts shall be determined;

          (12) if other than denominations of U.S. $1,000 (or if the Securities
     are denominated in a currency other than Dollars or in a composite
     currency, 1,000 units of such other currency, composite currency or other
     currency unit) and any multiple thereof, the denominations in which
     Securities of the series shall be issuable;

          (13) if other than the principal amount thereof, the portion of the
     principal amount of Securities of the series which shall be payable upon
     declaration of acceleration of the maturity thereof pursuant to Section 4.1
     or provable in any action or proceeding pursuant to Section 4.2;

          (14) if such Securities are Original Issue Discount Securities, the
     price at which and the date on which such Securities are to be issued and
     the Yield to Maturity at the time of issuance of such series;

          (15) if such Securities are to be issued in the form of one or more
     Global Securities, the name of the Depositary for such Global Security or
     Securities or the nominee of such Depositary;

          (16) if the principal of and/or interest on the Securities of the
     series are to be payable (whether upon redemption or maturity), at the
     election of the Issuer, in Common Shares, the period or periods within
     which, or dates on which, and the terms and conditions upon which, such
     election may be made;

          (17) CUSIP and/or ISIN/CINS numbers for such Securities; and

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

          In the case of Securities of a series issued in tranches, all
Securities of any one tranche shall be substantially identical, except as to
denomination. Except as provided in the preceding sentence, all Securities of
any one series shall be substantially identical except as to denomination,
interest rate, currency of payments due thereunder and maturity and except as
may otherwise be provided in or pursuant to a Resolution or in any indenture
supplemental hereto pertaining to such Securities. The applicable Resolution or
the applicable supplemental indenture may provide that Securities of any
particular series may be issued at various times, with different maturities and
redemption and repayment provisions (if any) and bearing interest at different
rates, but shall for all purposes under this Indenture, including, but not
limited to, voting and Events of Default, be treated as Securities of a single
series.

          The terms of the Securities of any series may provide, without
limitation, that the Securities shall be authenticated and delivered by the
Trustee on original issue from time to time upon written order of persons
designated in a Resolution or the applicable supplemental indenture and that
such persons are authorized to determine, consistent with such Resolution or
such supplemental indenture, such terms and conditions of the Securities of such
series as are specified in such Resolution or supplemental indenture.

                                       17
<PAGE>
          All Securities of any one series need not be issued at the same time
and, unless otherwise so provided, a series may be reopened for issuances of
additional Securities of such series or to establish additional terms of such
series of Securities.

          Except as otherwise specified pursuant to this Section 2.5 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

          The Securities of any series will be subordinated in right of payment
to all Senior Indebtedness of the Issuer as provided in Article Eleven hereof.
The Securities of any series will rank pari passu without any preference among
themselves and with all other present and future unsecured and equally
subordinated obligations of the Issuer.

          SECTION 2.6 Authentication and Delivery of Securities. At any time and
from time to time after the execution and delivery of this Indenture, the Issuer
may deliver Securities of any series executed by the Issuer to the Trustee for
authentication, and the Trustee shall thereupon authenticate and make available
for delivery such Securities to or upon the written order of the Issuer, signed
by any two of the following: the chief executive officer, chief financial
officer, general counsel or chief operating officer of the Issuer, without any
further action by the Issuer. In authenticating such Securities and accepting
the additional responsibilities under this Indenture in relation to such
Securities the Trustee shall be entitled to receive, and (subject to the
requirements of the Trust Indenture Act of 1939) shall be fully protected in
conclusively relying upon:

          (1) a copy of any Resolution or Resolutions relating to such series,
     certified by a member of the Board;

          (2) an executed supplemental indenture, if any, relating thereto;

          (3) an Officers' Certificate setting forth the form and terms of the
     Securities as required pursuant to Sections 2.1 and 2.5, respectively, and
     prepared in accordance with the requirements of the Trust Indenture Act of
     1939 and Section 12.5;

          (4) an Opinion of Counsel, prepared in accordance with the
     requirements of the Trust Indenture Act of 1939 and Section 12.5, which
     shall state that (i) if the form of such Securities has been established by
     or pursuant to a Resolution as permitted by Section 2.1, that such form or
     forms, as the case may be, have been established in conformity with the
     provisions of this Indenture, and that the terms of such Securities have
     been established by or pursuant to a Resolution as permitted by Section 2.5
     in conformity with the provisions of this Indenture and that the
     authentication and delivery of such Securities by the Trustee is authorized
     under the provisions of this Indenture and (ii) that such Securities, when
     authenticated and delivered by the Trustee and issued by the Issuer in the
     manner and subject to any conditions specified in such Opinion of Counsel
     will constitute valid and legally binding obligations of the Issuer,
     enforceable in accordance with their terms, except as the enforceability
     thereof may be limited by bankruptcy, insolvency, reorganization or other
     similar laws affecting the enforcement of

                                       18
<PAGE>
     creditors' rights generally and to general principles of equity regardless
     of whether the issue of enforceability is considered in a proceeding in
     equity or at law.

          The Trustee shall have the right to decline to authenticate and
deliver any Securities under this Section if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken by the Issuer or
if the Trustee in good faith by its board of directors or board of trustees,
executive committee, or a trust committee of directors or trustees and/or
Responsible Officers shall determine that such action would expose the Trustee
to liability to existing Holders or would adversely affect the Trustee's own
rights, duties or immunities under this Indenture or otherwise.

          The Trustee shall not be required to authenticate Securities
denominated in a coin or currency other than that of the United States of
America if the Trustee reasonably determines that such Securities impose duties
or obligations on the Trustee which the Trustee is not able or reasonably
willing to accept; provided that the Trustee, upon the request of the Issuer,
will resign as Trustee with respect to Securities of any series as to which such
a determination is made, prior to the issuance of such Securities, and will
comply with the request of the Issuer to execute and deliver a supplemental
indenture appointing a successor Trustee pursuant to Section 7.1.

          If the Issuer shall establish pursuant to Section 2.5 that the
Securities of a series or a tranche are to be issued in the form of one or more
Global Securities, then the Issuer shall execute and the Trustee shall, in
accordance with this Section and the order of the Issuer with respect to such
series, 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 or such tranche, as the case may
be, issued 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 such legend, if
any, as shall be required by the Depositary.

          Each Depositary of a Global Security designated pursuant to Section
2.5 must, at the time of its designation and at all times while it serves as
Depositary hereunder, be a clearing agency registered under the Exchange Act and
any other applicable statute or regulation.

          SECTION 2.7 Execution of Securities. The Securities shall be signed in
the name of the Issuer by its chief executive officer and any one of its chief
financial officer, general counsel or chief operating officer. Such signatures
may be the manual or facsimile signatures of the present or any future such
officers. Typographical and other minor errors or defects in any such
reproduction of any such signature shall not affect the validity or
enforceability of any Security that has been duly authenticated and delivered by
the Trustee.

          In case any officer of the Issuer who shall have signed any of the
Securities shall cease to be such officer before the Security so signed shall be
authenticated and delivered by the Trustee or disposed of by the Issuer, such
Security nevertheless may be authenticated and delivered or disposed of as
though the person who signed such Security had not ceased to be such officer of
the Issuer; and any Security may be signed in the name of the Issuer by such

                                       19
<PAGE>
persons as, at the actual date of the execution of such Security, shall be the
proper officers of the Issuer, although at the date of the execution and
delivery of this Indenture any such person was not such an officer.

          SECTION 2.8 Certificate of Authentication. Only such Securities as
shall bear thereon a certificate of authentication substantially in the form
hereinbefore recited, executed by the Trustee by the manual signature of one of
its authorized signatories, shall be entitled to the benefits of this Indenture
or be valid or obligatory for any purpose. Such certificate by the Trustee upon
any Security executed by the Issuer shall be conclusive evidence that the
Security so authenticated has been duly authenticated and delivered hereunder
and that the Holder is entitled to the benefits of this Indenture.

          SECTION 2.9 Denomination and Date of Securities; Payments of Interest.
The Securities of each series shall be issuable as registered Securities without
coupons and in denominations as shall be specified as contemplated by Section
2.5. In the absence of any such specification with respect to the Securities of
any series, the Securities of such series shall be issuable in denominations of
U.S. $1,000 (or, if such Securities are denominated in a currency other than
U.S. dollars or in a composite currency, 1,000 units of such other currency or
composite currency) and any multiple thereof. The Securities of each series
shall be numbered, lettered or otherwise distinguished in such manner or in
accordance with such plan as the officers of the Issuer executing the same may
determine with the approval of a Responsible Officer of the Trustee as evidenced
by the execution and authentication thereof.

          Each Security shall be dated the date of its authentication, shall
bear interest, if any, from the date, and shall be payable on the dates, in each
case, which shall be specified as contemplated by Section 2.5.

          Except as otherwise specified for a particular series pursuant to
Section 2.5, the person in whose name any Security of any series is registered
at the close of business on any record date (as hereinafter defined) applicable
to a particular series with respect to any interest payment date for such series
shall be entitled to receive the interest, if any, payable on such interest
payment date notwithstanding the cancellation of such Security upon any
registration of any transfer or exchange of such Security subsequent to the
record date and prior to such interest payment date, except if and to the extent
the Issuer shall default in the payment of the interest due on such interest
payment date for such series, in which case such defaulted interest shall be
paid to the persons in whose names Outstanding Securities of such series are
registered at the close of business on a subsequent record date (which shall be
not less than five days prior to the date of payment of such defaulted interest)
established by notice given by mail by or on behalf of the Issuer to the Holders
of Securities not less than 15 days preceding such subsequent record date. The
term "record date" as used with respect to any interest payment date (except a
date for payment of defaulted interest) shall mean the date specified as such in
the terms of the Securities of any particular series, or, if no such date is so
specified, if such interest payment date is the first day of a calendar month,
the fifteenth day of the next preceding calendar month or, if such interest
payment date is the fifteenth day of a calendar month, the first day of such
calendar month, whether or not such record date is a Business Day.

                                       20
<PAGE>
          SECTION 2.10 Registration, Transfer and Exchange. The Issuer will
maintain a main register at its registered office and one or more branch
registers as it may determine from time to time. The Securityholders may request
the transfer from one register into another register. The Issuer shall cause to
be kept, either at the office or agency designated and maintained by the Issuer
for such purpose in the Borough of Manhattan, The City of New York, in
accordance with the provisions of Section 3.2, or at any of such other offices
or agencies as may be designated and maintained in accordance with the
provisions of Section 3.2, a branch register or registers in which, subject to
such reasonable regulations as it may prescribe, it will register, and will
register the transfer of, Securities of a series as in this Article provided.
Such branch register shall be in written form in the English language or in any
other form capable of being converted into such form within a reasonable time.
At all reasonable times such branch register or registers shall be open for
inspection by the Trustee and any Security registrar (as defined below) other
than the Trustee.

          Upon due presentation for registration of transfer of any Security of
any series at any such office or agency to be maintained for the purpose as
provided in Section 3.2, the Issuer shall execute and the Trustee shall
authenticate and make available for delivery in the name of the transferee or
transferees a new Security or Securities of the same series in authorized
denominations for a like aggregate principal amount and having the same interest
rate, maturity and repayment and redemption provisions.

          Any Security or Securities of any series (other than a Global
Security, except as set forth below) may be exchanged for a Security or
Securities of the same series in other authorized denominations, in an equal
aggregate principal amount and having the same interest rate, maturity,
redemption and repayment provisions. Securities of any series to be exchanged
shall be surrendered at any office or agency to be maintained by the Issuer for
the purpose as provided in Section 3.2, and the Issuer shall execute and the
Trustee shall authenticate and make available for delivery in exchange therefor
the Security or Securities of the same series and having the same interest rate,
maturity and repayment and redemption provisions which the Securityholder making
the exchange shall be entitled to receive, bearing numbers or other
distinguishing symbols not contemporaneously outstanding. Each person designated
by the Issuer pursuant to the provisions of Section 3.2 as a person authorized
to register, and register transfer of, the Security is sometimes herein referred
to as a "Security registrar".

          The Issuer will at all times designate one person (who may be the
Issuer and who need not be a Security registrar) to act as repository of a
master list of names and addresses of the Holders of the Securities (the
"Register"). The Trustee shall act as such repository unless and until some
other person is, by written notice from the Issuer to the Trustee and each
Security registrar, designated by the Issuer to act as such. The Issuer shall
cause each Security registrar to furnish to such repository, on a current basis,
such information as to all registrations of transfer and exchanges effected by
such registrar, as may be necessary to enable such repository to maintain the
Register on as current a basis as is practicable.

          No person shall at any time be designated as or act as a Security
registrar unless such person is at such time empowered under applicable law to
act as such and duly registered to act as such under and to the extent required
by applicable law and regulations.

          All Securities presented for registration of transfer, exchange,
redemption or payment shall (if so required by the Issuer or the Trustee) be
duly endorsed by, or be accompanied by a written instrument or instruments of
transfer or exchange in form satisfactory to the

                                       21
<PAGE>
Issuer and the Trustee duly executed by, the Securityholder or his attorney duly
authorized in writing.

          The Issuer may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any exchange or
registration of transfer of Securities, other than exchanges pursuant to Section
2.13, 7.5 or 10.3 not involving any registration of transfer. No service charge
shall be made for any such transaction.

          The Issuer shall not be required to exchange or register a transfer of
(a) any Securities of any series for a period of 15 days next preceding the
selection of Securities of that series to be redeemed, or (b) any Securities
selected, called or being called for redemption or surrendered for repayment in
whole or in part except, in the case of any Security to be redeemed or repaid in
part, the portion thereof not so to be redeemed or repaid.

          Notwithstanding any other provision of this Section 2.10, unless and
until it is exchanged in whole or in part for Securities in definitive
registered form, a Global Security representing all or a portion of the
Securities of a series may not be transferred except as a whole by the
Depositary for such series to a nominee of such Depositary or by a nominee of
such Depositary to such Depositary or another nominee of such Depositary or by
such Depositary or any such nominee to a successor Depositary for such series or
a nominee of such successor Depositary.

          If at any time the Depositary for any Securities of a series
represented by one or more Global Securities notifies the Issuer that it is
unwilling or unable to continue as Depositary for such Securities or if at any
time the Depositary for such Securities shall no longer be eligible under
Section 2.6, the Issuer shall appoint a successor Depositary with respect to
such Securities. If a successor Depositary for such Securities is not appointed
by the Issuer within 90 days after the Issuer receives such notice or becomes
aware of such ineligibility, the Issuer's election pursuant to Section 2.5 that
such Securities be represented by one or more Global Securities shall no longer
be effective and the Issuer will execute, and the Trustee, upon receipt of an
Officers' Certificate for the authentication and delivery of definitive
Securities of such series, will authenticate and make available for delivery
definitive Securities of the same series, in any authorized denominations, in an
aggregate principal amount equal to the principal amount of the Global Security
or Securities representing such Securities, in exchange for such Global Security
or Securities.

          The Issuer may at any time, and in its sole discretion, determine that
Securities issued in the form of one or more Global Securities shall no longer
be represented by a Global Security or Securities. In such event the Issuer will
execute, and the Trustee, upon receipt of an Officers' Certificate for the
authentication and delivery of definitive Securities, will authenticate and make
available for delivery definitive Securities of the same series, in any
authorized denominations, in an aggregate principal amount equal to the
principal amount of the Global Security or Securities, in exchange for such
Global Security or Securities.

          If specified by the Issuer pursuant to Section 2.5 with respect to
Securities represented by a Global Security, the Depositary for such Global
Security may surrender such Global Security in exchange in whole or in part for
definitive Securities of the same series on

                                       22
<PAGE>
such terms as are acceptable to the Issuer and such Depositary. Thereupon, the
Issuer shall execute, and the Trustee shall authenticate and make available for
delivery, without service charge:

          (i) to the person specified by such Depositary, a new Security or
     Securities of the same series, of any authorized denominations as requested
     by such person, in an aggregate principal amount equal to and in exchange
     for such person's beneficial interest in the Global Security; and

          (ii) to such Depositary a new Global Security in a denomination equal
     to the difference, if any, between the principal amount of the surrendered
     Global Security and the aggregate principal amount of Securities
     authenticated and delivered pursuant to clause (i) above.

          Upon the exchange of a Global Security for definitive Securities, in
authorized denominations, such Global Security shall be canceled by the Trustee
or an agent of the Issuer or the Trustee. Definitive Securities issued in
exchange for a Global Security pursuant to this Section 2.10 shall be registered
in such names and in such authorized denominations as the Depositary for such
Global Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee or an agent of the Issuer
or the Trustee. The Trustee or such agent shall make such Securities available
for delivery to or as directed by the persons in whose names such Securities are
so registered.

          SECTION 2.11 Mutilated, Defaced, Destroyed, Lost and Stolen
Securities. In case any temporary or definitive Security shall become mutilated,
defaced or be destroyed, lost or stolen and, in the absence of notice to the
Issuer or the Trustee that any destroyed, lost or stolen Security has been
acquired by a bona fide purchaser, the Issuer may in its discretion execute and
the Trustee shall authenticate and make available for delivery, a new Security
of the same series and of like tenor, bearing a number or other distinguishing
symbol not contemporaneously Outstanding, in exchange and substitution for the
mutilated or defaced Security, or in lieu of and substitution for the Security
so destroyed, lost or stolen. In every case the applicant for a substitute
Security shall furnish to the Issuer and to the Trustee (and any agent of the
Issuer or Trustee, if requested by the Issuer) such security or indemnity as may
be required by them to indemnify and defend and to save each of them harmless
and, in every case of destruction, loss or theft, evidence to their satisfaction
of the destruction, loss or theft of such Security and of the ownership thereof.

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

          In case any Security that has matured or is about to mature or has
been called for redemption in full shall become mutilated or defaced or be
destroyed, lost or stolen, the Issuer in its discretion may instead of issuing a
substitute Security, pay or authorize the payment of the same (without surrender
thereof except in the case of a mutilated or defaced Security), if the applicant
for such payment shall furnish to the Issuer and to the Trustee (and any agent
of the

                                       23
<PAGE>
Issuer or Trustee, if requested by the Issuer) such security or indemnity as any
of them may require to indemnify and defend and to save each of them harmless,
and, in every case of destruction, loss or theft, evidence to their satisfaction
of the destruction, loss or theft of such Security and of the ownership thereof.

          Every substituted Security of any series issued pursuant to the
provisions of this Section by virtue of the fact that any such Security is
destroyed, lost or stolen shall constitute an additional contractual obligation
of the Issuer, whether or not the destroyed, lost or stolen Security shall be at
any time enforceable by anyone and shall be entitled to all the benefits of (but
shall be subject to all the limitations of rights set forth in) this Indenture
equally and proportionately with any and all other Securities of such series
duly authenticated and delivered hereunder. All Securities shall be held and
owned upon the express condition that, to the extent permitted by law, the
foregoing provisions are exclusive with respect to the replacement or payment of
mutilated, defaced or destroyed, lost or stolen Securities and shall preclude
any and all other rights or remedies notwithstanding any law or statute existing
or hereafter enacted to the contrary with respect to the replacement or payment
of negotiable instruments or other securities without their surrender.

          SECTION 2.12 Cancellation of Securities Paid, etc. All Securities
surrendered for the purpose of payment, redemption, registration of transfer,
exchange, or for credit against any payment in respect of a sinking or analogous
fund, if surrendered to the Issuer, any Security registrar, any paying agent, or
any other agent of the Issuer or any agent of the Trustee, shall be delivered to
the Trustee and promptly canceled by it or, if surrendered to the Trustee, shall
be promptly canceled by it; and no Securities shall be issued in lieu thereof
except as expressly permitted by any of the provisions of this Indenture. If the
Issuer shall acquire any of the Securities, such acquisition shall not operate
as a redemption or satisfaction of the indebtedness represented by such
Securities unless and until the same are delivered to the Trustee for
cancellation. The Issuer may at any time deliver to the Trustee for cancellation
any Securities previously authenticated and delivered hereunder which the Issuer
may have acquired in any manner whatsoever, and all Securities so delivered
shall be canceled promptly by the Trustee. All canceled Securities held by the
Trustee shall be disposed of by the Trustee in accordance with its customary
procedures, unless the Trustee is directed by the Issuer to return such
Securities to the Issuer.

          SECTION 2.13 Temporary Securities. Pending the preparation of
definitive Securities for any series, the Issuer may execute and the Trustee
shall authenticate and make available for delivery temporary Securities for such
series (printed, lithographed, typewritten or otherwise reproduced). Temporary
Securities of any series shall be issuable as registered Securities without
coupons, in any authorized denomination, and substantially in the form of the
definitive Securities of such series in lieu of which they are issued but with
such omissions, insertions and variations as the officers of the Issuer
executing such Securities may determine, as conclusively evidenced by their
execution of such Securities. Temporary Securities may contain such reference to
any provisions of this Indenture as may be appropriate. Every temporary Security
shall be authenticated by the Trustee upon the same conditions and in
substantially the same manner, and with like effect, as the definitive
Securities in lieu of which they are issued. Except in the case of temporary
Securities in global form, which shall be exchanged in accordance with the
provisions thereof, if temporary Securities are issued, the Issuer shall cause

                                       24
<PAGE>
definitive Securities to be prepared without unreasonable delay, and thereupon
temporary Securities of such series may be surrendered in exchange therefor
without charge at each office or agency to be maintained by the Issuer for that
purpose pursuant to Section 3.2, and the Trustee shall authenticate and make
available for delivery in exchange for such temporary Securities of such series
a like aggregate principal amount of definitive Securities of the same series of
authorized denominations having the same interest rate, maturity and redemption
and repayment provisions, and bearing interest from the same date as such
temporary Securities. Unless otherwise provided in or pursuant to this Indenture
with respect to a temporary global Security, until so exchanged, the temporary
Securities of any series shall be entitled to the same benefits under this
Indenture as definitive Securities of the same series authenticated and
delivered hereunder.

          SECTION 2.14 CUSIP Numbers. The Issuer in issuing the Securities may
use "CUSIP" or "ISIN" numbers (if then generally in use), and, if so, the
Trustee shall use "CUSIP" or "ISIN" numbers in notices of redemption as a
convenience to Securityholders; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Issuer shall promptly notify the Trustee of any
change in the CUSIP or ISIN numbers.

                                 ARTICLE THREE

                             COVENANTS OF THE ISSUER

          SECTION 3.1 Payment of Principal and Interest. The Issuer covenants
and agrees for the benefit of each series of Securities that it will duly and
punctually pay or cause to be paid the principal of and interest, if any, on
each of the Securities of such series at the place or places, at the respective
times and in the manner provided in such Securities, but in no event later than
10 a.m., New York time, on the respective payment date. The Issuer shall request
that the bank, through which any such payment is to be made, agrees to supply to
the Trustee two Business Days prior to the due date for any such payment an
irrevocable confirmation (by tested telefax or authenticated SWIFT MT 100
Message) of its intention to make such payment. Except as otherwise provided
pursuant to Section 2.5 for Securities of any series, each installment of
interest on the Securities of any series may be paid by mailing checks for such
interest payable to the person entitled thereto as such addresses shall appear
in the Register.

          SECTION 3.2 Offices for Payments, etc. So long as any of the
Securities remain outstanding, the Issuer will designate and maintain in the
Borough of Manhattan, The City of New York, for each series: (a) an office or
agency where the Securities may be presented for payment, (b) an office or
agency where the Securities may be presented for registration of transfer and
for exchange as in this Indenture provided and (c) an office or agency where
notices and demands to or upon the Issuer in respect of the Securities or of
this Indenture may be served. In addition to such office or offices or agency or
agencies, the Issuer may from time to time designate and maintain one or more
additional offices or agencies within or outside the Borough of Manhattan, The
City of New York, where the Securities of that series may be presented for
payment or for registration of transfer or for exchange, and the Issuer may from
time to time

                                       25
<PAGE>
rescind such designation, as it may deem desirable or expedient. The Issuer will
give to the Trustee written notice of the location of any such office or agency
and of any change of location thereof. The Issuer hereby designates the New York
Location and the Corporate Trust Office as the initial offices to be maintained
by it for such purposes. In case the Issuer shall fail to maintain any such
office or agency or shall fail to give such notice of the location or of any
change in the location thereof, presentations and demands may be made and
notices may be served at the Corporate Trust Office and the Issuer appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

          SECTION 3.3 Paying Agents. Whenever the Issuer shall appoint a paying
agent or agents other than the Trustee with respect to the Securities of any
series, it will cause each such paying agent to execute and deliver to the
Trustee an instrument in which each such paying agent shall agree with the
Trustee, subject to the provisions of this Section,

          (a) that it will hold all sums received by it as such agent for the
     payment of the principal of or interest, if any, on the Securities of such
     series (whether such sums have been paid to it by the Issuer or by any
     other obligor on the Securities of such series) in trust for the benefit of
     the persons entitled thereto until such sums shall be paid to such persons
     or otherwise disposed of as herein provided,

          (b) that it will give the Trustee written notice of any default by the
     Issuer (or by any other obligor on the Securities of such series) to make
     any payment of the principal of or interest, if any, on the Securities of
     such series when the same shall be due and payable, and

          (c) that, at any time during the continuance of any such default
     referred to in clause (b) above, upon the written request of the Trustee,
     it will forthwith pay to the Trustee all sums so held in trust by such
     paying agent.

          Whenever the Issuer shall have one or more paying agents with respect
to Securities of any series, it will, prior to each due date of the principal of
or interest, if any, on the Securities of such series, deposit with a designated
paying agent a sum sufficient to pay such principal or interest, if any, so
becoming due, such sum to be held in trust for the benefit of the persons
entitled to such principal or interest, if any, and (unless such paying agent is
the Trustee) the Issuer will promptly notify a Responsible Officer of the
Trustee of any failure to take such action.

          Anything in this Section to the contrary notwithstanding, the Issuer
may at any time, for the purpose of obtaining a satisfaction and discharge with
respect to one or more or all

                                       26
<PAGE>
series of Securities hereunder, or for any other reason, pay or cause to be paid
to the Trustee all sums held in trust for any such series or any paying agent
hereunder, as required by this Section, such sums to be held by the Trustee upon
the trusts herein contained.

          Anything in this Section to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section is subject to the
provisions of Sections 9.3 and 9.4.

          SECTION 3.4 Notice of Default. The Issuer shall file with the Trustee
written notice of the occurrence of any default or Event of Default within five
Business Days of any officer becoming aware of any such default or Event of
Default.

          SECTION 3.5 Calculation of Original Issue Discount. The Issuer shall
file with the Trustee promptly at the end of each calendar year a written notice
specifying the amount of original issue discount (including daily rates and
accrual periods) accrued on Outstanding Securities as of the end of such year
and such other specific information relating to such original issue discount as
may then be relevant under the Internal Revenue Code of 1986, as amended from
time to time.

          SECTION 3.6 Reports. The Issuer shall comply with the provisions of
ss. 314(a) of the Trust Indenture Act of 1939 and shall file with the Trustee
within 45 days after it files them with the Commission and in any event no later
than 180 days after the end of the respective fiscal quarter, copies of its
annual report and of the information, documents and other reports (or copies of
such portions of any of the foregoing as the Commission may by rules and
regulations prescribe) which the Issuer is required to file with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act.

          SECTION 3.7 Compliance Certificates. (a) On or before April 15 in each
year (commencing with the first April 15 which is not less than 60 days
following the first date of issuance of Securities of any series under this
Indenture), the Issuer will file with the Trustee a brief certificate, signed by
the chief executive officer, the chief financial officer, general counsel or the
chief operating officer of the Issuer, stating whether or not the signer has
knowledge of any default by the Issuer in the performance or fulfillment of any
covenant, agreement, or condition contained in this Indenture, and, if so,
specifying each such default of which the signer has knowledge, the nature
thereof, and what action, if any, has been taken and is proposed to be taken to
cure such default. For purposes of this paragraph, such compliance shall be
determined without regard to any period of grace or requirement of notice
provided under this Indenture.

          (b) The Issuer also shall comply with the other provisions of ss.
314(a) of the Trust Indenture Act of 1939.

          SECTION 3.8 Payment of Additional Amounts. All payments in respect of
the Securities, including, without limitation, payments of principal, interest,
if any, and premium, if any, shall be made by the Issuer without withholding or
deduction for or on account of any present or future taxes, duties, levies, or
other governmental charges of whatever nature in effect on the date of the
Indenture or imposed or established in the future by or on behalf of Luxembourg
or any taxing authority having jurisdiction in Luxembourg or over Luxembourg


                                       27
<PAGE>
with respect to such payments ("Taxes"). In the event any such Taxes are so
levied or imposed, the Issuer shall pay such additional amounts ("Additional
Amounts") as may be necessary in order that the net amounts receivable by each
Holder after any payment, withholding or deduction in respect of such Taxes
shall equal the respective amounts of principal, interest, if any, and premium,
if any, which would have been receivable in respect of the Securities in the
absence of such payment, withholding or deduction; except that no such
Additional Amounts will be payable with respect to any payment on any Security
to, or to a third party on behalf of, a Holder for or on account of any such
Taxes whatever that have been imposed by reason of (i) the Holder (or a
fiduciary, settlor, beneficiary, member or shareholder of such Holder, if such
Holder is an estate, a trust, a partnership or a corporation) being a citizen or
resident of Luxembourg or deemed a resident of Luxembourg or of the European
Union or having some present or former connection with Luxembourg (including,
but not limited to, the situation where a Holder (or such fiduciary, settlor,
beneficiary, member or shareholder) carried or carries on a trade or business in
Luxembourg or has or had a permanent establishment or permanent representative
in Luxembourg) other than the mere holding of such Security or the receipt of
principal, interest, if any, or premium, if any, in respect thereof; (ii) the
presentation by the Holder of a Security for payment on a date more than thirty
(30) days after the date on which such payment became due and payable or the
date on which payment thereof is duly provided for, whichever occurs later;
(iii) any estate, inheritance, gift, sales, transfer or personal property tax or
any similar tax, assessment or governmental charge; (iv) any tax, assessment or
other governmental charge which is payable otherwise than by withholding from
payments on or in respect of any Security; or (v) any combination of items (i),
(ii), (iii) or (iv). Furthermore, no Additional Amounts shall be paid with
respect to any payment on a Security to a Holder that is a fiduciary or
partnership or other than the sole beneficial owner of such payment to the
extent that a beneficiary or settlor with respect to such fiduciary or a member
of such partnership or beneficial owner would not have been entitled to receive
the Additional Amounts had such beneficiary, settlor, member or beneficial owner
been the Holder.

          Whenever in this Indenture or the Securities there is a reference, in
any context, to the payment of the principal of or interest, if any, on, or in
respect of, any Security, such payment shall be deemed to include the payment of
Additional Amounts provided for in this Section to the extent that, in such
context, Additional Amounts are, were or would be payable in respect of such
payment pursuant to the provisions of such Section and express mention of the
payment of Additional Amounts (if applicable) in any provision hereof shall not
be construed as excluding Additional Amounts in those provisions hereof where
such express mention is not made.

                                  ARTICLE FOUR

         REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

          SECTION 4.1 Events of Default. "Event of Default" with respect to
Securities of a particular series wherever used herein, means any one of the
following events and such other events as may be established with respect to the
Securities of such series as contemplated by Section 2.5, continued for the
period of time, if any, and after the giving of notice, if any, designated in
this Indenture or as may be established with respect to such Securities as
contemplated by Section 2.5, as the case may be, unless such event is either
inapplicable or is

                                       28
<PAGE>
specifically deleted or modified in, or pursuant to, the applicable Resolution
or in the supplemental indenture under which such series of Securities is
issued, as the case may be, as contemplated by Section 2.5:

          (a) default in the payment of any installment of interest or any
     Additional Amounts, if any, upon any of the Securities of such series as
     and when the same shall become due and payable, and continuance of such
     default for a period of 30 days; or

          (b) default in the payment of the principal of (and premium, if any,
     on) any of the Securities of such series as and when the same shall become
     due and payable either at maturity, upon redemption, by declaration or
     otherwise and the continuance of such default for a period of 30 days; or

          (c) default in the payment of any sinking fund installment as and when
     the same shall become due and payable by the terms of the Securities of
     such series and the continuance of such default for a period of 30 days; or

          (d) failure on the part of the Issuer duly to observe or perform any
     other of the covenants or agreements on the part of the Issuer in respect
     of the Securities of such series contained in this Indenture (other than a
     covenant or agreement in respect of the Securities of such series a default
     in the performance of which or a breach of which is elsewhere in this
     Section specifically addressed or which has been expressly included in this
     Indenture solely for the benefit of a series of Securities other than such
     series), and continuance of such default or breach for a period of 90 days
     after there has been given, by registered or certified mail, to the Issuer
     by the Trustee or to the Issuer and the Trustee by the Holders of at least
     25% in principal amount of the Outstanding Securities of such series, a
     written notice specifying such default or breach and requiring it to be
     remedied and stating that such notice is a "Notice of Default" hereunder;
     or

          (e) the entry by a court having competent jurisdiction of:

               (i) a decree or order for relief in respect of the Issuer in an
          involuntary proceeding under any applicable bankruptcy, insolvency,
          reorganization (other than a reorganization under a foreign law that
          does not relate to insolvency) or other similar law and such decree or
          order shall remain unstayed and in effect for a period of 60
          consecutive days; or

               (ii) a decree or order adjudging the Issuer to be insolvent, or
          approving a petition seeking reorganization (other than a
          reorganization under a foreign law that does not relate to
          insolvency), arrangement, adjustment or composition of the Issuer and
          such decree or order shall remain unstayed and in effect for a period
          of 60 consecutive days; or

               (iii) a final and non-appealable order appointing a custodian,
          receiver, liquidator, assignee, trustee or other similar official of
          the Issuer or of any substantial part of the property of the Issuer,
          or ordering the winding up or liquidation of the affairs of the
          Issuer; or

                                       29
<PAGE>
               (iv) the commencement by the Issuer of a voluntary proceeding
          under any applicable bankruptcy, insolvency, reorganization (other
          than a reorganization under a foreign law that does not relate to
          insolvency) or other similar law or of a voluntary proceeding seeking
          to be adjudicated insolvent or the consent by the Issuer to the entry
          of a decree or order for relief in an involuntary proceeding under any
          applicable bankruptcy, insolvency, reorganization or other similar law
          or to the commencement of any insolvency proceedings against it, or
          the filing by the Issuer of a petition or answer or consent seeking
          reorganization, arrangement, adjustment or composition of the Issuer
          or relief under any applicable law, or the consent by the Issuer to
          the filing of such petition or the appointment of or taking possession
          by a custodian, receiver, liquidator, assignee, trustee or similar
          official of the Issuer or all or any substantial part of the assets of
          the Issuer or the making by the Issuer of an assignment for the
          benefit of creditors, or the taking of corporate action by the Issuer
          in furtherance of such action; or

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

          If an Event of Default with respect to any series of Securities at the
time Outstanding occurs and is continuing, then, and in each and every such
case, unless the principal of all of the Securities of such series shall have
already become due and payable, either the Trustee or the Holders of not less
than 25% in aggregate principal amount of the Outstanding Securities of such
series, by notice in writing to the Issuer (and to the Trustee if given by
Securityholders), may declare the entire principal amount (or, if the Securities
of such series are Original Issue Discount Securities, such portion of the
principal as may be specified in the terms of such series or if so provided
pursuant to Section 2.5 for Securities of any series, such other amount as is
specified pursuant thereto) of all of the Securities of such series and the
interest accrued thereon, if any, to be due and payable immediately, and upon
any such declaration the same shall become immediately due and payable;
provided, however, that the payment of the principal of and premium, if any, and
interest, if any, on the Securities of such series shall remain subordinated to
the extent provided in Article Eleven hereof.

          The foregoing provisions, however, are subject to the condition that
if, at any time after the principal (or, if the Securities are Original Issue
Discount Securities, such portion of the principal as may be specified in the
terms thereof or if so provided pursuant to Section 2.5 for Securities of any
series, such other amount as is specified pursuant thereto) of the Securities of
any series shall have been so declared due and payable, and before any judgment
or decree for the payment of the moneys due shall have been obtained or entered
as hereinafter provided,

          (a) the Issuer shall pay or shall deposit with the Trustee a sum
     sufficient to pay all matured installments of interest, if any, upon all
     the Securities of such series and the principal of any and all Securities
     of such series which shall have become due otherwise than by such
     declaration of acceleration (with interest upon such principal and, to the
     extent that payment of such interest is enforceable under applicable law,
     on overdue installments of interest, if any, at the Overdue Rate applicable
     to such series to the date of such payment or deposit), and all amounts
     payable to the Trustee pursuant to Section 5.5, and

                                       30
<PAGE>
          (b) any and all Events of Default under the Indenture with respect to
     such series of Securities other than the non-payment of the principal of
     and interest on such Securities which shall have become due by such
     declaration of acceleration, shall have been cured, waived or otherwise
     remedied as provided herein or provision shall have been made therefor to
     the satisfaction of the Trustee,

then and in every such case the Holders of not less than a majority in aggregate
principal amount of the Securities of such series then Outstanding, by written
notice to the Issuer and to the Trustee, may rescind and annul such declaration
and its consequences with respect to such series, but no such rescission and
annulment shall extend to or shall affect any subsequent default or shall impair
any right consequent thereon.

          For all purposes under this Indenture, if a portion of the principal
of any Original Issue Discount Securities shall have been accelerated and
declared due and payable pursuant to the provisions hereof, then, from and after
such declaration, unless such declaration has been rescinded and annulled, the
principal amount of such Original Issue Discount Securities shall be deemed, for
all purposes hereunder, to be such portion of the principal thereof as shall be
due and payable as a result of such acceleration, and payment of such portion of
the principal thereof as shall be due and payable as a result of such
acceleration, together with interest, if any, thereon and all other amounts
owing thereunder, shall constitute payment in full of such Original Issue
Discount Securities. If the Securities of any series provide the amount other
than the face amount thereof will be payable upon the maturity thereof or a
declaration of acceleration of the maturity thereof, for purposes of this
Section 4.1 the principal amount of such Securities shall be deemed to be such
amount as shall be due and payable upon the acceleration of the maturity
thereof, except as may otherwise be provided with respect to such Securities
pursuant to Section 2.5.

                                       31
<PAGE>
          SECTION 4.2 Payment of Securities on Default; Suit Therefor. The
Issuer covenants that (a) in case a default shall be made in the payment of any
installment of interest on any of the Securities of any series as and when such
interest shall have become due and payable, and such default shall have
continued for a period of 30 days or (b) in case a default shall be made in the
payment of the principal of any of the Securities of any series as and when the
same shall have become due and payable, whether upon maturity of the Securities
of such series or upon redemption or by declaration or otherwise, and such
default shall have continued for a period of 30 days or (c) in case of a default
in the making or satisfaction of any sinking fund payment or analogous
obligation when the same becomes due by the terms of the Securities of any
series and such default shall have continued for a period of 30 days, then, upon
demand of the Trustee, the Issuer will pay to the Trustee for the benefit of the
Holders of the Securities of such series the whole amount then due and payable
on all Securities of such series for principal and interest, if any, as the case
may be (with interest to the date of such payment upon the overdue principal
and, to the extent that payment of such interest is enforceable under applicable
law, on overdue installments of interest, if any, at the Overdue Rate applicable
to Securities of such series); and in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, and any
further amounts payable to the Trustee and its agents and counsel pursuant to
Section 5.5.

          Until such demand is made by the Trustee, the Issuer may pay the
principal of and interest, if any, on the Securities of any series to the
registered Holders, whether or not the principal of and interest, if any, on the
Securities of such series be overdue.

          In case the Issuer shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and/or in the name of the Securityholders
either individually or as a class and as trustee of an express trust, shall be
entitled and empowered to institute any action or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceedings to judgment or final decree, and may enforce any such
judgment or final decree against the Issuer or other obligor upon such
Securities and collect in the manner provided by law out of the property of the
Issuer or other obligor upon such Securities, wherever situated, the moneys
adjudged or decreed to be payable.

          In case there shall be pending proceedings for the liquidation, for
the bankruptcy or other collective insolvency, bankruptcy or compulsory
liquidation proceeding or for the reorganization of the Issuer or any other
obligor upon the Securities of any series under applicable law, or in case a
custodian, receiver, liquidator, assignee, trustee or other similar officer
shall have been appointed for or taken possession of the Issuer or of all or any
substantial part of the assets of the Issuer or any such obligor, or in case of
any other similar judicial proceedings relative to the Issuer or other obligor
upon the Securities of any series, or to the creditors or property of the Issuer
or such other obligor, the Trustee, irrespective of whether the principal of any
Securities shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee shall have made any demand
pursuant to the provisions of this Section, shall be entitled and empowered, by
intervention in such proceedings or otherwise, subject to the provisions of
Article Eleven hereof:

          (a) to file and prove a claim or claims for the whole amount of
     principal (or, if the Securities of any series are Original Issue Discount
     Securities or if the Securities of any series provide that an amount other
     than the face thereof will or may be payable upon maturity thereof or upon
     a declaration of acceleration thereof, such amount as may be due

                                       32
<PAGE>
     and payable with respect to such series pursuant to a declaration in
     accordance with Section 4.1) and interest, if any, owing and unpaid in
     respect of the Securities of any series, and, in case of any judicial
     proceedings, to 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
     (including any claim for any amounts payable to the Trustee pursuant to
     Section 5.5) and of the Securityholders allowed in any judicial proceedings
     relating to the Issuer or other obligor upon the Securities of any series,
     or to the creditors or property of the Issuer or such other obligor,

          (b) unless prohibited by applicable law and regulations, to vote on
     behalf of the Holders of the Securities of any series in any election of a
     trustee or a standby trustee in arrangement, reorganization, liquidation or
     other bankruptcy or insolvency proceedings or of a person performing
     similar functions in comparable proceedings, and

          (c) to collect and receive any moneys or other property payable or
     deliverable on any such claims, and to distribute all amounts received with
     respect to the claims of the Securityholders and of the Trustee on their
     behalf (after deduction of costs and expenses of collection, and any
     further amounts payable to the Trustee pursuant to Section 5.5 and incurred
     by it up to the date of distribution); and any custodian, receiver,
     liquidator, assignee, trustee or other similar officer is hereby authorized
     by each of the Securityholders to make payments to the Trustee, and, in the
     event that the Trustee shall consent to the making of payments directly to
     the Securityholders, to pay to the Trustee costs and expenses of
     collection, and any further amounts payable to the Trustee pursuant to
     Section 5.5 and incurred by it up to the date of distribution.

          Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or vote for or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities of any series or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Securityholder in any such proceeding except, as aforesaid, to vote for the
election of a trustee in bankruptcy or similar person.

          All rights of action and of asserting claims under this Indenture, or
under the Securities of any series, may be enforced by the Trustee without the
possession of any of the Securities of such series or the production thereof on
any trial or other proceedings relative thereto, and any such action or
proceedings instituted by the Trustee shall be brought in its own name and/or in
the name of the Securityholders either individually or as a class and as trustee
of an express trust, and any recovery of judgment, shall be for the ratable
benefit of the Holders of the Securities in respect of which such action was
taken.

          In any proceedings brought by the Trustee (and also any proceedings in
which a declaratory judgment of a court may be sought as to the interpretation
or construction of any provision of this Indenture to which the Trustee shall be
a party) the Trustee shall be held to represent all the Holders of the
Securities to which such proceedings relate, and it shall not be necessary to
make any Holders of such Securities parties to any such proceedings.

          SECTION 4.3 Application of Moneys Collected by Trustee. Subject to the
provisions of Article Eleven hereof, any moneys collected by the Trustee
pursuant to this Article

                                       33
<PAGE>
shall be applied in the following order at the date or dates fixed by the
Trustee and, in the case of distribution of such moneys on account of principal
or interest, upon presentation of the several Securities in respect of which
moneys have been collected and stamping (or otherwise noting) thereon the
payment, or issuing Securities in reduced principal amounts in exchange for the
presented Securities of like series (or, in the case of Securities of a series
issued in more than one tranche, of the same tranche) and tenor if only
partially paid, or upon surrender thereof if fully paid:

          FIRST: To the payment of amounts due to the Trustee pursuant to
     Section 5.5;

          SECOND: In case the principal of the Outstanding Securities in respect
     of which moneys have been collected shall not have become and be then due
     and payable, to the payment of interest, if any, on the Securities in
     default in the order of the maturity of the installments of such interest,
     with interest (to the extent that such interest has been collected by the
     Trustee and to the extent permitted by applicable law) upon the overdue
     installments of interest at the Overdue Rate applicable to such Securities,
     such payments to be made ratably to the persons entitled thereto, without
     discrimination or preference;

          THIRD: In case the principal of the Outstanding Securities in respect
     of which moneys have been collected shall have become and shall be then due
     and payable by declaration or otherwise, to the payment of the whole amount
     then owing and unpaid upon such Securities for principal and interest, if
     any, with interest upon the overdue principal, and (to the extent that such
     interest has been collected by the Trustee and to the extent permitted by
     applicable law) upon overdue installments of interest, if any, at the
     Overdue Rate applicable to such Securities; and in case such moneys shall
     be insufficient to pay in full the whole amount so due and unpaid upon such
     Securities, then to the payment of such principal and interest, if any,
     without preference or priority of principal over interest, if any, or of
     interest, if any, over principal, or of any installment of interest, if
     any, over any other installment of interest, if any, or of any Security
     over any other Security, ratably to the aggregate of such principal and
     accrued and unpaid interest, if any; and

          FOURTH: To the payment of the remainder, if any, to the Issuer.

          SECTION 4.4 Proceedings by Trustee. In case an Event of Default
hereunder has occurred, has not been waived and is continuing, the Trustee may
in its discretion proceed to protect and enforce the rights vested in it by this
Indenture and by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law or in
equity or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.

          SECTION 4.5 Restoration of Rights on Abandonment of Proceedings. In
case the Trustee or any Securityholder shall have proceeded to enforce any right
under this Indenture and such proceedings shall have been discontinued or
abandoned for any reason, or shall have been determined adversely to the Trustee
or to such Securityholder, then and in every such case

                                       34
<PAGE>
the Issuer, the Securityholder and the Trustee shall, subject to any
determination in such proceeding, be restored severally and respectively to
their former positions and rights hereunder, and all rights, remedies and powers
of the Issuer, the Trustee and the Securityholders shall continue as though no
such proceedings had been taken.

          SECTION 4.6 Proceedings by Securityholders. No Holder of any Security
of any series shall have any right by virtue or by availing of any provision of
this Indenture to institute any action or proceeding at law or in equity or in
bankruptcy, moratorium of payments, liquidation or otherwise upon or under or
with respect to this Indenture, or for the appointment of a custodian, receiver,
liquidator, assignee, trustee or other similar officer or for any other remedy
hereunder, unless such Holder previously shall have given to the Trustee written
notice of default with respect to Securities of such series and of the
continuance thereof, as hereinbefore provided, and unless also the Holders of
not less than 25% in aggregate principal amount of the Securities of such series
then Outstanding shall have made written request upon the Trustee to institute
such action, suit or proceedings in its own name and/or in the name of the
Securityholders either individually or as a class as Trustee hereunder and shall
have offered to the Trustee such reasonable indemnity as it may require against
the costs, expenses and liabilities to be incurred therein or thereby and the
Trustee for 60 days after its receipt of such notice, request and offer of
indemnity shall have neglected or refused to institute any such action, suit or
proceeding and no direction inconsistent with such written request shall have
been given to the Trustee pursuant to Section 4.8 during such 60 day period; it
being understood and intended, and being expressly covenanted by the taker and
Holder of every Security with every other taker and Holder and the Trustee, that
no one or more Holders of any Securities shall have any right in any manner
whatever by virtue or by availing of any provision of this Indenture to affect,
disturb or prejudice the rights of any other Holder of Securities, or to obtain
or seek to obtain priority over or preference to any other Holder or to enforce
any right under this Indenture, except in the manner herein provided and for the
equal, ratable and common benefit of all Holders of Securities of the applicable
series. For the protection and enforcement of the provisions of this Section,
each and every Securityholder and the Trustee shall be entitled to such relief
as can be given either at law or in equity.

          SECTION 4.7 Remedies Cumulative and Continuing. Except as provided in
Section 4.6, no right or remedy herein conferred upon or reserved to the Trustee
or to the Securityholders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

          No delay or omission of the Trustee or of any Securityholder to
exercise any right or power accruing upon any Event of Default occurring and
continuing as aforesaid shall impair any such right or power or shall be
construed to be a waiver of any such Event of Default or an acquiescence
therein; and, subject to Section 4.6, every power and remedy given by this
Indenture or by law to the Trustee or to the Securityholders of any or all
series, as the case may be, may be exercised from time to time, and as often as
shall be deemed expedient, by the Trustee or by the Securityholders of such
series or all series, as the case may be.

                                       35
<PAGE>
          SECTION 4.8 Control by Securityholders. The Holders of not less than a
majority in aggregate principal amount of the Securities of each series affected
at the time Outstanding (with each such series voting separately as a class)
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee by this Indenture with respect to Securities of
such series. Notwithstanding any of the foregoing, no such direction shall be
otherwise than in accordance with law and the provisions of this Indenture and
(subject to the requirements of the Trust Indenture Act of 1939) the Trustee
shall have the right to decline to follow any such direction if the Trustee,
being advised by counsel, shall determine that the action or proceeding so
directed may not lawfully be taken or would be prejudicial to the Holders of
such Securities not taking part in such direction, or the Holders of the
Securities of any other series, or if the Trustee in good faith by its board of
directors, the executive committee or a trust committee of directors or
Responsible Officers of the Trustee shall determine that the action or
proceedings so directed would involve the Trustee in personal liability.

          Nothing in this Indenture shall impair the right of the Trustee in its
discretion to take any action deemed proper by the Trustee and which is not
inconsistent with such direction or directions by Securityholders.

          SECTION 4.9 Waiver of Past Defaults. Prior to the declaration of the
acceleration of the maturity of the Securities of any particular series the
Holders of not less than a majority in aggregate principal amount of the
Securities of such particular series at the time Outstanding may on behalf of
the Holders of all the Securities of such particular series waive any past
default or Event of Default with respect to such particular series and its
consequences, except a default in respect of a covenant or provision hereof
which cannot be modified or amended without the consent of the Holder of each
Outstanding Security affected as provided in Section 7.2. In the case of any
such waiver, the Issuer, the Trustee and the Holders of the Securities of each
series affected shall be restored to their former positions and rights
hereunder, respectively; but no such waiver shall extend to any subsequent or
other default or Event of Default or impair any right consequent thereon.

          Upon any such waiver, such default shall cease to exist and be deemed
to have been cured and not to have occurred, and any Event of Default arising
therefrom shall be deemed to have been cured, and not to have occurred for every
purpose of this Indenture.

                                  ARTICLE FIVE

                             CONCERNING THE TRUSTEE

          SECTION 5.1 Reliance on Documents, Opinions, etc.; No Requirement for
Expenditure of Own Funds. Subject to the provisions of the Trust Indenture Act
of 1939:

          (a) prior to the occurrence of an Event of Default hereunder and after
     the curing or waiving of all Events of Default, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, in the absence of bad faith on the part of
     the Trustee, upon certificates, notices or opinions conforming to the
     requirements of this Indenture; but in the case of any such certificates,

                                       36
<PAGE>
     notices or opinions which by any provision hereof are specifically required
     to be furnished to the Trustee, the Trustee shall be under a duty to
     examine the same to determine whether or not they conform to the
     requirements of this Indenture (but need not confirm or investigate the
     accuracy of mathematical calculations or other facts stated therein);

          (b) any request, direction, order or demand of the Issuer mentioned
     herein shall be sufficiently evidenced by an Officers' Certificate (unless
     other evidence in respect thereof be herein specifically prescribed); and
     any Resolution may be evidenced to the Trustee by a copy thereof certified
     by a member of the Board;

          (c) the Trustee may consult with counsel and any advice of such
     counsel or Opinion of Counsel shall be full and complete authorization and
     protection in respect of any action taken, suffered or omitted to be taken
     by it hereunder in good faith and in accordance with such advice or Opinion
     of Counsel;

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

          (e) prior to the occurrence of an Event of Default hereunder and after
     the curing or waiving of all Events of Default, the Trustee shall not be
     bound to make any investigation into the facts or matters stated in any
     resolution, certificate, statement, instrument, opinion, report, notice,
     request, consent, order, bond, direction, note or other paper or document
     unless requested in writing so to do by the Holders of not less than a
     majority in aggregate principal amount of the Securities of any series
     affected then Outstanding; provided that, if the payment within a
     reasonable time to the Trustee of the costs, expenses or liabilities likely
     to be incurred by it in the making of such investigation is, in the opinion
     of the Trustee, not reasonably assured to the Trustee by the security
     afforded to it by the terms of this Indenture, the Trustee may require
     reasonable indemnity against such expenses or liabilities as a condition to
     proceeding; and the reasonable expenses of every such investigation shall
     be paid by the Issuer or, if paid by the Trustee, shall be repaid by the
     Issuer upon demand;

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

          (g) the Trustee may conclusively rely and shall be fully protected in
     acting or refraining from acting upon any resolution, certificate,
     statement, instrument, opinion, report, notice, request, direction,
     consent, order, bond, debenture, note, other evidence of indebtedness or
     other paper or document (whether in its original or facsimile form)
     believed by it to be genuine and to have been signed or presented by the
     proper party or parties.

                                       37
<PAGE>
          None of the provisions contained in this Indenture shall be construed
as requiring the Trustee to expend or risk its own funds or otherwise incur
personal financial liability in the performance of any of its duties or in the
exercise of any of its rights or powers if there shall be reasonable grounds for
believing that the repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it. Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the requirements of the Trust Indenture Act of 1939.

          SECTION 5.2 No Responsibility for Recitals, etc. The recitals
contained herein and in the Securities, except the Trustee's certificates of
authentication, shall be taken as the statements of the Issuer, and the Trustee
assumes no responsibility for the correctness of the same. The Trustee makes no
representation as to the validity or sufficiency of this Indenture or of the
Securities, provided that the Trustee shall not be relieved of its duty to
authenticate Securities only as authorized by this Indenture. The Trustee shall
not be accountable for the use or application by the Issuer of any of the
Securities or of the proceeds thereof.

          SECTION 5.3 Trustee and Agents May Hold Securities. The Trustee or any
agent of the Issuer or the Trustee, in its individual or any other capacity, may
become the owner or pledgee of Securities with the same rights it would have if
it were not the Trustee or such agent and, subject to the requirements of the
Trust Indenture Act of 1939, may otherwise deal with the Issuer and receive,
collect, hold and retain collections from the Issuer with the same rights it
would have if it were not the Trustee or such agent.

          SECTION 5.4 Moneys to Be Held in Trust. Subject to the provisions of
Sections 9.3 and 9.4, all moneys received by the Trustee or any paying agent,
all money and U.S. Government Obligations deposited with the Trustee pursuant to
Section 9.7 and all money received by the Trustee in respect of U.S. Government
Obligations deposited with the Trustee pursuant to Section 9.7, shall, until
used or applied as herein provided, be held in trust for the purposes for which
they were received, but need not be segregated from other funds except to the
extent required by mandatory provisions of law. Neither the Trustee nor any
paying agent shall be under any liability for interest on any moneys received by
it hereunder, except such as it may agree in writing with the Issuer to pay
thereon. So long as no Event of Default shall have occurred and be continuing,
all interest allowed on any such moneys shall be paid from time to time upon the
written order of the Issuer signed by one of its officers, who is one of the
officers who may sign an Officers' Certificate.

          SECTION 5.5 Compensation and Expenses of Trustee. The Issuer covenants
and agrees to pay to the Trustee from time to time, and the Trustee shall be
entitled to, such compensation as shall be agreed to from time to time in
writing by the Issuer and the Trustee (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
and, except as otherwise expressly provided, the Issuer will pay or reimburse
the Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by or on behalf of it in accordance with any of the
provisions of this Indenture (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ) except any such expense, disbursement or advance as may arise from
its negligence or bad faith. The Issuer also covenants to indemnify the Trustee
for,

                                       38
<PAGE>
and to hold it harmless against, any and all loss, liability, damage, claim or
expense, including taxes (other than taxes based on the income, gains, wealth or
similar criteria of the Trustee) incurred without negligence or bad faith on its
part, arising out of or in connection with the acceptance or administration of
this Indenture or the trusts hereunder and its duties hereunder, including the
costs and expenses of defending itself against any claim of liability in the
premises. The obligations of the Issuer under this Section to compensate and
indemnify the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder
and shall survive the satisfaction and discharge of this Indenture. Such
additional indebtedness shall be secured by a lien prior to that of the
Securities upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the benefit of the Holders of particular
Securities.

          When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 4.1(e), the expenses (including
the reasonable fees and expenses of its counsel) and the compensation for the
services are intended to constitute expenses of administration under any
applicable bankruptcy, insolvency, reorganization or other similar laws.

          SECTION 5.6 Right of Trustee to Rely on Officers' Certificate, etc.
Subject to the requirements of the Trust Indenture Act of 1939, whenever in the
administration of the trusts of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
suffering or omitting any action to be taken hereunder, such matter (unless
other evidence in respect thereof be herein specifically prescribed) may, in the
absence of negligence or bad faith on the part of the Trustee, be deemed to be
conclusively proved and established by an Officers' Certificate delivered to the
Trustee, and such certificate, in the absence of negligence or bad faith on the
part of the Trustee, shall be full warrant to the Trustee for any action taken,
suffered or omitted by it under the provisions of this Indenture.

          SECTION 5.7 Eligibility of Trustee. The Trustee for each series of
Securities hereunder shall at all times be a corporation which complies with the
requirements of the Trust Indenture Act of 1939, having a combined capital and
surplus of at least U.S. $50,000,000. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation at any time shall
be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. In case at any time the Trustee shall cease to
be eligible in accordance with the provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect specified in Section 5.8.

          SECTION 5.8 Resignation or Removal of Trustee; Appointment of
Successor Trustee. (a) The Trustee, or any trustee or trustees hereafter
appointed, may at any time resign with respect to one or more or all series of
Securities by giving written notice of resignation to the Issuer. Upon receiving
such notice of resignation, the Issuer shall promptly appoint a successor
trustee or trustees with respect to the applicable series by written instrument
in duplicate, executed by authority of the Board, one copy of which instrument
shall be delivered to the resigning Trustee and one copy to the successor
trustee or trustees. If no successor trustee shall have been so appointed with
respect to any series and have accepted appointment within 30 days after the
mailing of such notice of resignation, the resigning trustee may petition any
court

                                       39
<PAGE>
of competent jurisdiction for the appointment of a successor trustee, or any
Securityholder who has been a bona fide Holder of a Security or Securities of
the applicable series for at least six months may, subject to the requirements
of the Trust Indenture Act of 1939, on behalf of himself and all others
similarly situated, petition any such court for the appointment of a successor
trustee. Such court may thereupon, after such notice, if any, as it may deem
proper and prescribe, appoint a successor trustee.

          (b) In case at any time any of the following shall occur:

          (i) the Trustee shall cease to be eligible in accordance with the
     provisions of Section 5.7 with respect to any series of Securities and
     shall fail to resign after written request therefor by the Issuer or by any
     Securityholder; or

          (ii) the Trustee shall become incapable of acting with respect to any
     series of Securities, or shall be adjudged a bankrupt or insolvent, or a
     receiver or liquidator of the Trustee or of its property shall be
     appointed, or any public officer shall take charge or control of the
     Trustee or of its property or affairs for the purpose of rehabilitation,
     conservation or liquidation;

then, in any such case, the Issuer by Resolution may remove the Trustee with
respect to the applicable series of Securities (or all series, if required) and
appoint a successor trustee for such series by written instrument, in duplicate,
executed by authority of the Board, one copy of which instrument shall be
delivered to the Trustee so removed and one copy to the successor trustee, or,
subject to the requirements of the Trust Indenture Act of 1939, any
Securityholder who has been a bona fide Holder of a Security or Securities of
such series for at least six months may on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor trustee with respect to such
series. Such court may thereupon, after such notice, if any, as it may deem
proper and prescribe, remove the Trustee and appoint a successor trustee with
respect to such series.

          (c) The Holders of a majority in aggregate principal amount of the
Securities of any series at the time Outstanding may at any time remove the
Trustee with respect to Securities of such series and appoint a successor
trustee with respect to the Securities of such series by delivering to the
Trustee so removed, to the successor trustee so appointed and to the Issuer the
evidence provided for in Section 6.1 of the action in that regard taken by the
Securityholders.

          (d) Any resignation or removal of the Trustee with respect to any
series and any appointment of a successor trustee with respect to such series
pursuant to any of the provisions of this Section 5.8 shall become effective
upon acceptance of appointment by the successor trustee as provided in Section
5.9.

          SECTION 5.9 Acceptance of Appointment by Successor Trustee. Any
successor trustee appointed as provided in Section 5.8 shall execute,
acknowledge and deliver to the Issuer and to its predecessor Trustee an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor Trustee with respect to all or any applicable
series shall become effective and such successor trustee, without any further
act, deed

                                       40
<PAGE>
or conveyance, shall become vested with all rights, powers, duties and
obligations with respect to such series of its predecessor hereunder, with like
effect as if originally named as trustee for such series hereunder; but,
nevertheless, on the written request of the Issuer or of the successor trustee,
upon payment (or due provision therefor) of any amounts then due it, pursuant to
Section 5.5, the predecessor Trustee ceasing to act shall, subject to Section
9.4, pay over to the successor trustee all moneys at the time held by it
hereunder and shall execute and deliver an instrument transferring to such
successor trustee all such rights, powers, duties and obligations. Upon request
of any such successor trustee, the Issuer shall execute any and all instruments
in writing for more fully and certainly vesting in and confirming to such
successor trustee all such rights and powers. Any trustee ceasing to act shall,
nevertheless, retain a lien upon all property or funds held or collected by such
trustee to secure any amounts then due it pursuant to the provisions of Section
5.5.

          If a successor trustee is appointed with respect to the Securities of
one or more (but not all) series, the Issuer, the predecessor Trustee and each
successor trustee with respect to the Securities of any applicable series shall
execute and deliver an indenture supplemental hereto which shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the predecessor Trustee with respect to the
Securities of any series as to which the predecessor Trustee is not retiring
shall continue to be vested in the predecessor Trustee, and shall add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such trustees co-trustees of the same trust and that
each such trustee shall be trustee of a trust or trusts hereunder separate and
apart from any trust or trusts hereunder administered by any other such trustee.

          No successor trustee with respect to any series of Securities shall
accept appointment as provided in this Section 5.9 unless at the time of such
acceptance such successor trustee shall, with respect to such series, be
qualified under the provisions of the Trust Indenture Act of 1939 and eligible
under the provisions of Section 5.7.

          Upon acceptance of appointment by any successor trustee as provided in
this Section 5.9, the Issuer shall mail notice thereof to the Holders of
Securities of any series for which such successor trustee is acting as trustee
at their last addresses as they shall appear in the Register. If the Issuer
fails to mail such notice within ten days after acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be mailed at
the Issuer's expense.

                                       41
<PAGE>
          SECTION 5.10 Merger, Conversion, Consolidation or Succession to
Business of Trustee. Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided, that such
corporation shall be qualified under the provisions of the Trust Indenture Act
of 1939 and eligible under the provisions of Section 5.7, without the execution
or filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding.

          In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities of any series shall have
been authenticated but not delivered, any such successor to the Trustee by
merger, conversion or consolidation may adopt the certificate of authentication
of any predecessor Trustee and deliver such Securities so authenticated; and, in
case at that time any of the Securities of any series shall not have been
authenticated, any successor to the Trustee may authenticate such Securities
either in the name of such successor to the Trustee or, if such successor to the
Trustee is a successor by merger, conversion or consolidation, in the name of
any predecessor hereunder; and in all such cases such certificate shall have the
full force which the certificate of the Trustee shall have as provided anywhere
in the Securities of such series or in this Indenture.

          SECTION 5.11 Reports by Trustee to Securityholders. Within 60 days
after March 15 in each year, beginning with the March 15 following the date of
this Indenture, the Trustee shall mail to the Securityholders a brief report
dated as of such reporting date in compliance with ss. 313(a) of the Trust
Indenture Act of 1939. The Trustee also shall comply with ss. 313(b) of the
Trust Indenture Act of 1939. The Trustee shall also transmit by mail all reports
as required by ss. 313(c) of the Trust Indenture Act of 1939. The Issuer shall
promptly notify the Trustee when the Securities are listed on any stock
exchange.

                                  ARTICLE SIX

                         CONCERNING THE SECURITYHOLDERS

          SECTION 6.1 Action by Securityholders. Whenever in this Indenture it
is provided that the Holders of a specified percentage in aggregate principal
amount of the Securities of any or all series may take any action (including the
making of any demand or request, the giving of any notice, consent or waiver or
the taking of any other action) the fact that at the time of taking any such
action the Holders of such specified percentage have joined therein may be
evidenced (a) by any instrument or any number of instruments of substantially
similar tenor executed by such Securityholders in person or by agent or proxy
appointed in writing, or (b) by the record of such Holders of Securities voting
in favor thereof at any meeting of such Securityholders duly called and held in
accordance with the provisions of this Article, or (c) by a combination of such
instrument or instruments and any such record of such a meeting of such
Securityholders; and, except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments and/or such record
are delivered to the Trustee. Proof of execution of any instrument or of a
writing appointing any such agent or proxy shall be sufficient for any purpose
of this Indenture and (subject to the requirements of the Trust

                                       42
<PAGE>
Indenture Act of 1939 and Section 5.1) conclusive in favor of the Trustee and
the Issuer, if made in the manner provided in this Article.

          In determining whether the Holders of the requisite principal amount
of Outstanding Securities of any or all series have taken any action (including
the making of any demand or request), the giving of any notice, consent or
waiver (or the taking of any other action) hereunder and in determining voting
rights of any Holder of a Security hereunder (i) the principal amount of
Original Issue Discount Securities that shall be deemed to be Outstanding for
such purposes shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon a declaration of acceleration
of the maturity thereof pursuant to Section 4.1, (ii) in the case of Securities
which provide that an amount other than the face amount thereof will or may be
payable upon the maturity thereof or upon a declaration of acceleration of the
maturity thereof, the principal amount of such Securities that shall be deemed
to be Outstanding for such purposes shall be the amount that would be due and
payable in respect of such Securities as of the date of such determination upon
a declaration of acceleration of the maturity thereof pursuant to Section 4.1,
and (iii) the principal amount of any Security, the principal amount of which is
denominated in a currency other than U.S. dollars or in units of currencies or
in a composite currency (the "Specified Currency") shall be deemed to be that
amount of U.S. dollars which could have been obtained by the face amount of such
Specified Currency at the Market Exchange Rate. For purposes of this Section
6.1, "Market Exchange Rate" means, unless otherwise specified for a Specified
Currency with respect to any series of the Notes pursuant to Section 2.5, the
noon U.S. dollar buying rate in New York City for cable transfers of the
Specified Currency published by the Federal Reserve Bank of New York.

          All decisions and determinations of the Trustee regarding the Market
Exchange Rate or any alternative determination provided for in the preceding
paragraph shall be in its sole discretion and shall, in the absence of manifest
error, be conclusive to the extent permitted by law for all purposes and
irrevocably binding upon the Issuer and all Securityholders.

          If the Issuer shall solicit from the Securityholders any demand,
request, notice, consent, waiver or the taking of any other action (other than
in accordance with the Securityholders voting provisions set forth in Sections
6.6 through 6.14 of this Article), the Issuer may, at its option, by a
Resolution, fix in advance a record date for the determination of Holders
entitled to give such demand, request, notice, consent or waiver or to take such
other action, but the Issuer shall have no obligation to do so. If such a record
date is fixed, such demand, request, notice, consent, waiver or such other
action may be given before or after the record date, but only the
Securityholders of record at the close of business on the record date shall be
deemed to be Holders for the purposes of determining whether Holders of the
requisite percentage of Securities Outstanding have authorized or agreed or
consented to such demand, request, notice, consent, waiver or taking of any
other action, and for that purpose the Securities Outstanding shall be computed
as of the record date; provided, that no such demand, request, notice, consent,
waiver or taking of any other action by the Holders on the record date shall be
deemed effective unless it shall become effective pursuant to the provisions of
this Indenture not later than six months after the record date.

          SECTION 6.2 Proof of Execution by Securityholders. Subject to the
requirements of the Trust Indenture Act of 1939 and Sections 5.1 and 6.11, proof
of the

                                       43
<PAGE>
execution of any instrument by a Securityholder or his agent or proxy shall be
sufficient if made in accordance with such reasonable rules and regulations as
is necessary or as may be prescribed by the Trustee or in such manner as shall
be satisfactory to the Trustee. The ownership of Securities shall be proved by
the Register or by a certificate of the person designated by the Issuer to keep
the Register and to act as repository in accordance with the provisions of
Section 2.10.

          The record of any Securityholders' meeting shall be proved in the
manner provided in Section 6.12.

                                       44
<PAGE>
          SECTION 6.3 Holders to Be Treated as Owners. The Issuer, the Trustee
and any agent of the Issuer or the Trustee may deem and treat the person in
whose name any Security shall be registered in the Register for such series as
the absolute owner of such Security (whether or not such Security shall be
overdue and notwithstanding any notation of ownership or other writing thereon)
for the purpose of receiving payment of or on account of the principal of and,
subject to the provisions of this Indenture, interest, if any, on such Security
and for all other purposes; and none of the Issuer, the Trustee or any agent of
the Issuer or the Trustee shall be affected by any notice to the contrary. All
such payments so made to any such person, or upon his order, shall be valid,
and, to the extent of the sum or sums so paid, effectual to satisfy and
discharge the liability for moneys payable upon any such Security.

          SECTION 6.4 Securities Owned by Issuer Deemed Not Outstanding. In
determining whether the Holders of the requisite aggregate principal amount of
Outstanding Securities of any or all series have concurred in any demand,
request, notice, direction, consent or waiver under this Indenture, Securities
which are owned by the Issuer or any other obligor on the Securities with
respect to which such determination is being made or by any person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Issuer or any other obligor on the Securities with respect to
which such determination is being made shall be disregarded and deemed not to be
Outstanding for the purpose of any such determination, except that for the
purpose of determining whether the Trustee shall be protected in relying on any
such demand, request, notice, direction, consent or waiver only Securities which
a Responsible Officer of the Trustee actually knows are so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding for purposes of this Section 6.4 if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Issuer or any
other obligor upon the Securities or any person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Issuer or any other obligor on the Securities. In case of a dispute as to such
right, the advice of counsel shall be full protection in respect of any decision
made by the Trustee in accordance with such advice. Upon request of the Trustee,
the Issuer shall furnish to the Trustee promptly an Officers' Certificate
listing and identifying all Securities, if any, known by the Issuer to be owned
or held by or for the account of any of the above-described persons; and,
subject to the requirements of the Trust Indenture Act of 1939 and Section 5.1,
the Trustee shall, in the absence of manifest error, accept such Officers'
Certificate as conclusive evidence of the facts therein set forth and of the
fact that all Securities not listed therein are Outstanding for the purpose of
any such determination.

          SECTION 6.5 Right of Revocation of Action Taken. At any time prior to
(but not after) the evidencing to the Trustee, as provided in Section 6.1, of
the taking of any action by the Holders of the percentage in aggregate principal
amount of the Securities of any or all series, as the case may be, specified in
this Indenture in connection with such action, any Holder of a Security the
serial number or other distinguishing symbol of which is shown by the evidence
to be included among the serial numbers or other distinguishing symbols of the
Securities the Holders of which have consented to such action may, by filing
written notice to a Responsible Officer at the Corporate Trust Office and upon
proof of holding as provided in this Article, revoke such action so far as
concerns such Security. Except as aforesaid any such action taken by the Holder
of any Security shall be conclusive and binding upon such Holder and upon all
future Holders and owners of such Security and of any Securities issued in
exchange or sub-

                                       45
<PAGE>
stitution therefor, irrespective of whether or not any notation in regard
thereto is made upon any such Security. Any action taken by the Holders of the
percentage in aggregate principal amount of the Securities of any or all series,
as the case may be, specified in this Indenture in connection with such action
shall be conclusively binding upon the Issuer, the Trustee and the Holders of
all the Securities affected by such action.

          SECTION 6.6 Securityholders' Meetings; Purposes. A meeting of Holders
of Securities of any series or all series, as the case may be, may be called at
any time and from time to time pursuant to the provisions of this Article Six
for any of the following purposes:

          (1) to give any notice to the Issuer or to the Trustee, or to give any
     directions to the Trustee, or to consent to the waiving of any default or
     Event of Default hereunder and its consequences, or to take any other
     action authorized to be taken by Securityholders pursuant to any of the
     provisions of Article Four;

          (2) to remove the Trustee and nominate a successor trustee pursuant to
     the provisions of Article Five;

          (3) to consent to the execution of an indenture or indentures
     supplemental hereto pursuant to the provisions of Section 7.2; or

          (4) to take any other action authorized to be taken by or on behalf of
     the Holders of any specified aggregate principal amount of the Securities
     of any series or all series, as the case may be, under any other provision
     of this Indenture or under applicable law.

          SECTION 6.7 Call of Meetings by Trustee. The Trustee may at any time
call a meeting of Holders of Securities of any series or all series, as the case
may be, to take any action specified in Section 6.6, to be held at such time and
at such place in the Borough of Manhattan, The City of New York, or other
location, as the Trustee shall determine. Notice of every meeting of the Holders
of Securities of any series or all series, as the case may be, setting forth the
time and the place of such meeting and in general terms the action proposed to
be taken at such meeting, shall be mailed to Holders of Outstanding Securities
of each series affected at their addresses as they shall appear in the Register
as of a date not more than 15 days prior to the mailing of such notice. Such
notice shall be mailed not less than 20 nor more than 90 days prior to the date
fixed for the meeting.

          Any meeting of the Holders of Securities of any series or all series,
as the case may be, shall be valid without notice if the Holders of all
Securities of any series then Outstanding are present in person or by proxy, or,
if notice is waived before or after the meeting by the Holders of all Securities
of any series outstanding, and if the Issuer and the Trustee are either present
by duly authorized representatives or have, before or after the meeting waived
notice.

          SECTION 6.8 Call of Meetings by Issuer or Securityholders. In case at
any time the Issuer, pursuant to a Resolution, or the Holders of at least 10% in
aggregate principal amount of the Securities then Outstanding of any or all
series, as the case may be, shall have requested the Trustee to call a meeting
of the Holders of Securities of such series or all series, as the case

                                       46
<PAGE>
may be, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have mailed the
notice of such meeting within 20 days after receipt of such request, then the
Issuer or such Securityholders, in the amount specified above, may determine the
time and the place in said Borough of Manhattan for such meeting and may call
such meeting to take any action authorized in Section 6.6, by mailing notice
thereof as provided in Section 6.7.

          SECTION 6.9 Qualifications for Voting. To be entitled to vote at any
meeting of Securityholders a person shall (a) be a Holder of one or more
Securities with respect to which such meeting is being held or (b) be a person
appointed by an instrument in writing as proxy by a Holder of one or more such
Securities. The only persons who shall be entitled to be present or to speak at
any meeting of Securityholders shall be the persons entitled to vote at such
meeting and their counsel and any representatives of the Trustee and its counsel
and any representatives of the Issuer and its counsel.

          SECTION 6.10 Quorum; Adjourned Meetings. The persons entitled to vote
a majority in aggregate principal amount of the Securities of the relevant
series at the time Outstanding shall constitute a quorum for the transaction of
all business specified in Section 6.6. No business shall be transacted in the
absence of a quorum (determined as provided in this Section 6.10). In the
absence of a quorum within 30 minutes after the time appointed for any such
meeting, the meeting shall, if convened at the request of the Holders of
Securities (as provided in Section 6.8), be dissolved. In any other case the
meeting shall be adjourned for a period of not less than ten days as determined
by the chairman of the meeting. In the absence of a quorum at any such adjourned
meeting, such adjourned meeting shall be further adjourned for a period of not
less than ten days as determined by the chairman of the meeting. Notice of the
reconvening of any adjourned meeting shall be given as provided in Section 6.7,
except that such notice must be mailed not less than five days prior to the date
on which the meeting is scheduled to be reconvened.

          Any Holder of a Security who has executed in person or by proxy and
delivered to the Trustee an instrument in writing complying with the provisions
of Section 6.2 shall be deemed to be present for the purposes of determining a
quorum and be deemed to have voted; provided, that such Holder of a Security
shall be considered as present or voting only with respect to the matters
covered by such instrument in writing.

          SECTION 6.11 Regulations. Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as is necessary or
as it may deem advisable for any meeting of Securityholders, in regard to proof
of the holding of Securities and of the appointment of proxies, and in regard to
the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as is necessary or
as it shall determine.

          The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the Issuer
or by Securityholders as provided in Section 6.8, in which case the Issuer or
the Securityholders calling the meeting, as the case may be, shall in like
manner appoint a temporary chairman. A permanent chairman and

                                       47
<PAGE>
a permanent secretary of the meeting shall be elected by the vote of the Holders
of a majority of the principal amount of the Outstanding Securities present at
the meeting.

          Subject to the provisions of Section 6.4, at any meeting each Holder
of Securities with respect to which such meeting is being held or proxy shall be
entitled to one vote for each U.S. $1,000 (or if any Securities are denominated
in a currency other than U.S. dollars or in units of currencies or in a
composite currency, the equivalent of U.S. $1,000 in the applicable currency,
units of currencies or composite currency calculated using the Market Exchange
Rate) principal amount (or in the case of Original Issue Discount Securities or,
in the case of Securities which provide that an amount other than the face
amount thereof will or may be payable upon the maturity thereof or upon a
declaration of acceleration of the maturity thereof, such principal amount to be
determined as provided in the definition of "Outstanding" in Section 1.1) of
such Securities held or represented by him; provided, however, that no vote
shall be cast or counted at any meeting in respect of any such Security
challenged as not Outstanding and ruled by the chairman of the meeting to be not
Outstanding. The chairman of the meeting shall have no right to vote other than
by virtue of such Securities held by him or instruments in writing as aforesaid
duly designating him as the person to vote on behalf of other such
Securityholders. Any meeting of Holders of Securities with respect to which a
meeting was duly called pursuant to the provisions of Section 6.7 or 6.8 may be
adjourned from time to time by the Holders of a majority of the principal amount
of the Outstanding Securities present, whether or not constituting a quorum, and
the meeting may be held as so adjourned without further notice.

                                       48
<PAGE>
          SECTION 6.12 Voting. The vote upon any resolution submitted to any
meeting of Holders of Securities with respect to which such meeting is being
held shall be by written ballots on which shall be subscribed the signatures of
such Holders of Securities or of their representatives by proxy and the
principal amount (in the case of Original Issue Discount Securities or, in the
case of Securities which provide that an amount other than the face amount
thereof will or may be payable upon the maturity thereof or upon a declaration
of acceleration of the maturity thereof, such principal amount to be determined
as provided in the definition of "Outstanding" in Section 1.1) and number or
numbers or other distinguishing symbol or symbols of such Securities held or
represented by them. The permanent chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting for or against
any resolution and who shall make and file with the secretary of the meeting
their verified written reports in duplicate of all votes cast at the meeting. A
record in duplicate of the proceedings of each meeting of Securityholders shall
be prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said
notice was mailed as provided in Section 6.7. The record shall show the
principal amount of the Securities (in the case of Original Issue Discount
Securities or, in the case of Securities which provide that an amount other than
the face amount thereof will or may be payable upon the maturity thereof or upon
a declaration of acceleration of the maturity thereof, such principal amount to
be determined as provided in the definition of "Outstanding" in Section 1.1)
voting in favor of or against any resolution. The record shall be signed and
verified by the affidavits of the permanent chairman and secretary of the
meeting and one of the duplicates shall be delivered to the Issuer and the other
to the Trustee to be preserved by the Trustee, the latter to have attached
thereto the ballots voted at the meeting.

          Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

          SECTION 6.13 No Delay of Rights by Meeting. Nothing in this Article
Six shall be deemed or construed to authorize or permit, by reason of any call
of a meeting of Securityholders of any or all series or any rights expressly or
impliedly conferred hereunder to make such call, any hindrance or delay in the
exercise of any right or rights conferred upon or reserved to the Trustee or to
the Securityholders of any or all such series under any of the provisions of
this Indenture or of the Securities.

          SECTION 6.14 Written Consent in Lieu of Meeting. The written
authorization or consent by the Holders of the requisite percentage in aggregate
principal amount of Outstanding Securities of one or more series herein
provided, entitled to vote at any such meeting, evidenced as provided in Section
6.1 and filed with the Trustee, shall be effective in lieu of a meeting of the
Holders of Securities of such series, with respect to any matter provided for in
this Article Six.

                                 ARTICLE SEVEN

                             SUPPLEMENTAL INDENTURES

          SECTION 7.1 Supplemental Indentures Without Consent of
Securityholders. Without the consent of any Holders of Securities, the Issuer,
when authorized by, or pursuant to

                                       49
<PAGE>
a Resolution, and the Trustee may from time to time and at any time enter into
an indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act of 1939 as in force at the date of the
execution thereof) for one or more of the following purposes:

          (a) to convey, transfer, assign, mortgage or pledge to the Trustee as
     security for the Securities of one or more series any property or assets;

          (b) to evidence the succession of another entity to the Issuer, or
     successive successions, and the assumption by the successor entity of the
     covenants, agreements and obligations of the Issuer pursuant to Article
     Eight;

          (c) to add to the covenants of the Issuer such further covenants,
     restrictions, conditions or provisions as the Issuer shall consider to be
     for the benefit of the Holders of one or more series of Securities (and if
     such covenants, restrictions, conditions or provisions are to be for the
     benefit of less than all series of Securities, stating that such covenants,
     restrictions, conditions or provisions are expressly being included solely
     for the benefit of such series) or to surrender any right or power herein
     conferred upon the Issuer;

          (d) to add additional Events of Default and to provide with respect
     thereto for any particular periods of grace after default (which may be
     shorter or longer than that allowed in the case of other defaults) or for
     immediate enforcement upon such default or for any limitation of the
     remedies available to the Trustee upon such default;

          (e) to provide for the issuance under this Indenture of Securities in
     bearer form (including Securities registrable as to principal only) with or
     without interest coupons and to provide for exchangeability of such
     Securities with the Securities of the same series or tranche, as the case
     may be, issued hereunder in fully registered form and to make all
     appropriate changes for such purpose;

          (f) to cure any ambiguity or to correct or supplement any provision
     contained herein, the Securities of any series or in any supplemental
     indenture which may be defective or inconsistent with any other provision
     contained herein or in any supplemental indenture; or to change or
     eliminate any provision or to make such other provisions in regard to
     matters or questions arising under this Indenture or under any supplemental
     indenture as the Issuer may deem necessary or desirable and which shall not
     adversely affect, in any material respect, the interests of the Holders of
     the Securities at the time Outstanding;

          (g) to amend or supplement any provision contained herein or in any
     supplemental indenture, provided that no such amendment or supplement shall
     materially adversely affect the interests of the Holders of any Securities
     then Outstanding;

          (h) to establish the form or terms of Securities of any series as
     permitted by Sections 2.1 and 2.5; or

                                       50
<PAGE>
          (i) to evidence and provide for the acceptance of appointment
     hereunder by a successor trustee with respect to the Securities of one or
     more series and to add to or change any of the provisions of this Indenture
     as shall be necessary to provide for or facilitate the administration of
     the trusts hereunder by more than one trustee, pursuant to the requirements
     of Section 5.9.

          Upon the request of the Issuer, accompanied by a copy of a Resolution
certified by a member of the Board authorizing the execution of any such
supplemental indenture, the Trustee shall join with the Issuer in the execution
of any such supplemental indenture, to make any further appropriate agreements
and stipulations which may be therein contained and to accept the conveyance,
transfer, assignment, mortgage or pledge of any property thereunder, but the
Trustee shall not be obligated to (but may in its discretion) enter into any
such supplemental indenture which adversely affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise.

          Any supplemental indenture authorized by the provisions of this
Section may be executed by the Issuer and the Trustee without the consent of the
Holders of any of the Securities at the time Outstanding, notwithstanding any of
the provisions of Section 7.2.

                                       51
<PAGE>
          SECTION 7.2 Supplemental Indentures With Consent of Securityholders.
With the consent (evidenced as provided in Article Six) of the Holders of not
less than a majority in aggregate principal amount of the Securities of all
series affected by such supplemental indenture (all such series voting as a
single class) at the time Outstanding, the Issuer (when authorized by, or
pursuant to a Resolution) and the Trustee may, from time to time and at any
time, enter into an indenture or indentures supplemental hereto (which shall
conform to the provisions of the Trust Indenture Act of 1939 as in force at the
date of execution thereof) for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of any supplemental indenture or of modifying in any manner the rights and
obligations of the Issuer or the rights of the Holders of the Securities of all
such series; provided, that no such supplemental indenture, without the consent
of the Holder of each Outstanding Security affected thereby, shall (a) extend
the fixed maturity of any Security, or reduce the principal amount thereof, or
reduce the rate or extend the time of payment of interest thereon, or reduce any
Additional Amount payable thereon, or reduce any amount payable on redemption or
reduce the Overdue Rate thereof or make the principal thereof or interest
thereon payable in any coin or currency other than that provided in the Security
or reduce the amount of the principal of an Original Issue Discount Security (or
a Security that provides that an amount other than the face amount thereof will
or may be payable upon a declaration of acceleration of the maturity thereof)
that would be due and payable upon an acceleration of the maturity thereof
pursuant to Section 4.1 or the amount thereof provable in any action or
proceeding pursuant to Section 4.2, or impair, if the Securities provide
therefor, any right of repayment at the option of the Securityholder, or impair
the right to institute suit for the enforcement of any such payment on or after
the maturity thereof (or, in case of redemption, on or after the redemption
date), or (b) reduce the aforesaid percentage of Securities the consent of the
Holders of which is required for any such supplemental indenture, or (c) modify
any of the provisions of Article Eleven in a manner adverse to the Holders of
the Securities.

          A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which has expressly been included solely for
the benefit of one or more particular series of Securities, or which modifies
the rights of the Securityholders of such series with respect to such covenant
or provision, shall be deemed not to affect the rights under this Indenture of
the Securityholders of any other series. The preceding sentence shall not,
however, raise any inference as to whether or not a particular series is
affected by any supplemental indenture not referred to in such sentence.

          Upon the request of the Issuer, accompanied by a copy of a Resolution
certified by a member of the Board authorizing the execution of any such
supplemental indenture, and upon the filing with the Trustee of evidence of the
consent of Securityholders as aforesaid and other documents, if any, required by
Section 6.1, the Trustee shall join with the Issuer in the execution of such
supplemental indenture unless such supplemental indenture adversely affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise, in
which case the Trustee may in its discretion, but shall not be obligated to,
enter into such supplemental indenture.

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

                                       52
<PAGE>
          Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to the provisions of this Section 7.2, the
Issuer shall mail a notice thereof to the Holders of Securities of each series
affected thereby at their addresses as they shall appear in the Register,
setting forth in general terms the substance of such supplemental indenture. Any
failure of the Issuer to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture.

          SECTION 7.3 Effect of Supplemental Indenture. Upon the execution of
any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and be deemed to be modified and amended in accordance therewith and
the respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Issuer and the Holders of Securities of
each series affected thereby shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and amendments,
and all the terms and conditions of any such supplemental indenture shall be and
be deemed to be part of the terms and conditions of this Indenture for any and
all purposes.

          SECTION 7.4 Certain Documents to Be Given to Trustee. The Trustee,
subject to the requirements of the Trust Indenture Act of 1939 and Section 5.1,
may receive an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant to this Article Seven
complies with the requirements of this Article Seven.

          SECTION 7.5 Notation on Securities. Securities of any series
authenticated and delivered after the execution of any supplemental indenture
pursuant to the provisions of this Article Seven may bear a notation in form
approved by the Trustee for such series as to any matter provided for by such
supplemental indenture or as to any action taken at any such meeting. If the
Issuer or the Trustee shall so determine, new Securities of any series so
modified as to conform, in the opinion of the Trustee and the Issuer, to any
modification of this Indenture contained in any such supplemental indenture may
be prepared and executed by the Issuer, authenticated by the Trustee and
delivered in exchange for the Securities of such series then Outstanding.

                                 ARTICLE EIGHT

                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

          SECTION 8.1 Issuer May Consolidate, etc., on Certain Terms. Nothing
contained in this Indenture or in any of the Securities shall prevent any
consolidation or merger of the Issuer with or into any other entity or entities
(whether or not affiliated with the Issuer), or successive consolidations or
mergers in which the Issuer or its successor or successors shall be a party or
parties, or shall prevent any sale, conveyance or lease of all or substantially
all the property of the Issuer, to any other entity (whether or not affiliated
with the Issuer) authorized to acquire and operate the same; provided, however,
and the Issuer hereby covenants and agrees, that upon any such consolidation,
merger, sale, conveyance or lease, (i) the due and punctual payment of the
principal of and interest, if any, on all of the Securities, according to their
tenor, and the due and punctual performance and observance of all of the
covenants and conditions of this Indenture to be performed by the Issuer, shall
be expressly assumed, by supplemental indenture satisfactory in form to the
Trustee, executed and delivered to the Trustee by the entity

                                       53
<PAGE>
(if other than the Issuer) formed by such consolidation, or into which the
Issuer shall have been merged, or by the entity which shall have acquired or
leased such property and (ii) the Issuer or such successor entity, as the case
may be, shall not, immediately after such merger or consolidation, or such sale,
conveyance or lease, be in default in the performance of any such covenant or
condition.

          SECTION 8.2 Successor Entity to Be Substituted. In case of any
consolidation, merger, sale, conveyance or lease referred to in Section 8.1 and
upon the assumption by the successor entity, by supplemental indenture, executed
and delivered to the Trustee and satisfactory in form to the Trustee, of the due
and punctual payment of the principal of and interest, if any, on all of the
Securities and the due and punctual performance of all of the covenants and
conditions of this Indenture to be performed by the Issuer, such successor
entity shall succeed to and be substituted for the Issuer, with the same effect
as if it had been named herein as the party of the first part. Such successor
entity thereupon may cause to be signed, and may issue in its own name any or
all of the Securities issuable hereunder which theretofore shall not have been
signed by the Issuer and delivered to the Trustee; and, upon the order of such
successor entity instead of the Issuer and subject to all the terms, conditions
and limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any Securities which previously shall have been signed and
delivered by the officers of the Issuer to the Trustee for authentication, and
any Securities which such successor entity thereafter shall cause to be signed
and delivered to the Trustee for that purpose. All the Securities of any series
so issued shall in all respects have the same legal rank and benefit under this
Indenture as the Securities of the same series theretofore or thereafter issued
in accordance with the terms of this Indenture as though all of such Securities
had been issued at the date of the execution hereof. In the event of any such
sale or conveyance, but not any such lease, the Issuer or any successor entity
which shall theretofore have become such in the manner described in this Article
Eight shall be discharged from all obligations and covenants under this
Indenture and the Securities and may be dissolved and liquidated.

          In case of any such consolidation, merger, sale, conveyance or lease,
such changes in phraseology and form (but not in substance) may be made in the
Securities thereafter to be issued as may be appropriate.

          SECTION 8.3 Opinion of Counsel and Officers' Certificate to Be Given
to Trustee. The Trustee, subject to the requirements of the Trust Indenture Act
of 1939 and Section 5.1, may receive an Opinion of Counsel and Officers'
Certificate as conclusive evidence that any such consolidation, merger, sale,
conveyance or lease and any such assumption complies with the provisions of this
Article Eight.

                                  ARTICLE NINE

            SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

          SECTION 9.1 Satisfaction and Discharge of Indenture. If at any time
(a) the Issuer shall have paid or caused to be paid the principal of and
interest on all the Securities of any particular series Outstanding hereunder
(other than Securities which have been mutilated, defaced, destroyed, lost or
stolen and which have been replaced or paid as provided in Section

                                       54
<PAGE>
2.11 or in lieu of or in substitution for which other Securities shall have been
authenticated and delivered) as and when the same shall have become due and
payable, or (b) the Issuer shall have delivered to the Trustee for cancellation
all Securities of such series theretofore authenticated (other than any
Securities of such series which shall have been mutilated, defaced, destroyed,
lost or stolen and which shall have been replaced or paid as provided in Section
2.11 or in lieu of or in substitution for which other Securities shall have been
authenticated and delivered) and not theretofore canceled, or (c)(i) all the
Securities of such series not theretofore canceled or delivered to the Trustee
for cancellation shall have become due and payable, or are by their terms to
become due and payable within one year or are to be called for redemption within
one year under arrangements satisfactory to the Trustee for the giving of notice
of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to
be deposited with the Trustee as trust funds the entire amount in cash (other
than moneys repaid by the Trustee or any paying agent to the Issuer in
accordance with Section 9.4) sufficient to pay at maturity or upon redemption
all Securities of such series not theretofore delivered to the Trustee for
cancellation (other than any Securities of such series which shall have been
mutilated, defaced, destroyed, lost or stolen which have been replaced or paid
as provided in Section 2.11 or in lieu of or in substitution for which other
Securities shall have been authenticated and delivered), including principal and
interest, if any, due or to become due to such date of maturity or the date
fixed for redemption, as the case may be, and if, in any such case, the Issuer
shall also pay or cause to be paid all other sums payable hereunder by the
Issuer with respect to Securities of such series, then this Indenture shall
cease to be of further effect with respect to Securities of such series (except
as to (i) rights of registration of transfer and exchange, and the Issuer's
right of optional redemption, (ii) substitution of mutilated, defaced,
destroyed, lost or stolen Securities, (iii) rights of Securityholders to receive
payments of principal thereof and interest, if any, thereon, and remaining
rights of the Securityholders to receive mandatory sinking fund payments, if
any, (iv) the rights, obligations and immunities of the Trustee hereunder,
including its rights under Section 5.5, (v) the rights of the Securityholders of
such series as beneficiaries hereof with respect to the property so deposited
with the Trustee payable to all or any of them), and the Trustee, on demand of
the Issuer accompanied by an Officers' Certificate and an Opinion of Counsel and
at the cost and expense of the Issuer, shall execute proper instruments
acknowledging such satisfaction of and discharging this Indenture with respect
to such series.

          SECTION 9.2 Funds Deposited with Trustee for Payment of Securities.
Subject to Section 9.4, all moneys deposited with the Trustee pursuant to
Section 9.1 shall be held in trust and applied by it, in accordance with the
provisions of such Securities and this Indenture, to the payment, either
directly or through any paying agent (including the Issuer acting as its own
paying agent), to the Holders of the particular Securities of such series for
the payment or redemption of which such moneys have been deposited with the
Trustee, of all sums due and to become due thereon for principal and interest,
if any.

          SECTION 9.3 Repayment of Moneys Held by Paying Agent. In connection
with the satisfaction and discharge of this Indenture with respect to Securities
of any series, all moneys then held by any paying agent, other than the Trustee,
under the provisions of this Indenture with respect to such series of Securities
shall, upon demand of the Issuer, be repaid to it or paid to the Trustee and
thereupon such paying agent shall be released from all further liability with
respect to such moneys.

                                       55
<PAGE>
          SECTION 9.4 Return of Moneys Held by Trustee and Paying Agent
Unclaimed for Two Years. Any moneys deposited with or paid to the Trustee or any
paying agent for the payment of the principal of or interest, if any, on any
Security of any series and not applied but remaining unclaimed for two years
after the date upon which such principal or interest, as the case may be, shall
have become due and payable, shall, upon the written request of the Issuer and
unless otherwise required by mandatory provisions of applicable escheat or
abandoned or unclaimed property law, be repaid to the Issuer by the Trustee for
such series or such paying agent, and the Holder of such Security of such series
shall, unless otherwise required by mandatory provisions of applicable escheat
or abandoned or unclaimed property laws, thereafter look only to the Issuer for
any payment which such Holder may be entitled to collect.

          SECTION 9.5 Issuer's Option to Effect Defeasance. The Issuer may at
its option by or pursuant to a Resolution, at any time, with respect to the
Securities of any series, elect to have Section 9.6 applied to the Outstanding
Securities of such series upon compliance with the conditions set forth below.

          SECTION 9.6 Defeasance and Discharge. Upon the Issuer's exercise of
its option to utilize the provisions of this Section 9.6 and upon compliance
with Section 9.7, the Issuer shall be deemed to have been discharged from its
obligations with respect to the Outstanding Securities of such series on the
date the conditions set forth below are satisfied (hereinafter, "defeasance").
For this purpose, such defeasance means that the Issuer shall be deemed to have
paid and discharged the entire indebtedness represented by the Outstanding
Securities of such series and to have satisfied all its other obligations under
such Securities and this Indenture insofar as such Securities are concerned (and
the Trustee, at the expense of the Issuer, shall execute proper instruments
acknowledging the same), except for the following which shall survive until
otherwise terminated or discharged hereunder: (a) the rights of Holders of
Outstanding Securities of such series to receive, solely from the trust fund
described in Section 9.7 and as more fully set forth in such Section, payments
in respect of the principal of and interest on such Securities when such
payments are due, (b) the Issuer's obligations with respect to such Securities
under Sections 2.10, 2.11, 2.13, 3.2 and 3.3, (c) the rights, powers, trusts,
duties, and immunities of the Trustee under Sections 2.11, 2.12, 2.13, 4.3, 5.5
and 9.4, and otherwise the duty of the Trustee to authenticate Securities of
such series issued on registration of transfer or exchange, and (d) this Article
Nine.

          SECTION 9.7 Conditions to Defeasance. The following shall be the
conditions to application of Section 9.6 to the Outstanding Securities of such
series:

          (a) The Issuer shall irrevocably have deposited or caused to be
     deposited with the Trustee (or another trustee satisfying the requirements
     of Section 5.7 who shall agree to comply with the provisions of this
     Article Nine applicable to it) 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, (A)
     money in an amount, or (B) U.S. Government Obligations which through the
     scheduled payment of principal and interest in respect thereof in
     accordance with their terms will provide, not later than one day before the
     due date of any payment, money in an amount, or (C) a combination thereof,
     sufficient, in the opinion of a nationally recognized firm of independent
     public accountants expressed in a written certification thereof delivered
     to

                                       56
<PAGE>
     the Trustee, to pay and discharge, and which shall be applied by the
     Trustee (or other qualifying trustee) to pay and discharge, (i) the
     principal of and each installment of principal of and interest on the
     Outstanding Securities of such series on the stated maturity of such
     principal or installment of principal or interest and (ii) any mandatory
     sinking fund payments or analogous payments applicable to the Outstanding
     Securities of such series on the day on which such payments are due and
     payable in accordance with the terms of this Indenture and of such
     Securities. For this purpose, "U.S. Government Obligations" means
     securities that are (x) direct obligations of the United States of America
     for the payment of which its full faith and credit is pledged or (y)
     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, which, in either case, are not callable or
     redeemable at the option of the issuer thereof, and shall also include a
     depositary receipt issued by a bank (as defined in Section 3(a)(2) of the
     Securities Act) as custodian with respect to any such U.S. Government
     Obligation or a specific payment of principal of or interest on any such
     U.S. Government Obligation held by such custodian for the account of the
     Holder of such depositary receipt, provided, that (except as required by
     law) such custodian is not authorized to make any deduction from the amount
     payable to the Holder of such depositary receipt from any amount received
     by the custodian in respect of the U.S. Government Obligation or the
     specific payment of principal or interest on the U.S. Government Obligation
     evidenced by such depository receipt.

          (b) No Event of Default or event which with notice or lapse of time or
     both would become an Event of Default with respect to the Securities of
     such series shall have occurred and be continuing on the date of such
     deposit.

          (c) Such defeasance shall not cause the Trustee for the Securities of
     such series to have a conflicting interest for purposes of the Trust
     Indenture Act of 1939 with respect to any Securities of the Issuer.

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

          (e) Such defeasance shall not cause any Securities of such series then
     listed on any registered national securities exchange under the Exchange
     Act to be delisted.

          (f) The Issuer shall have delivered to the Trustee an Opinion of
     Counsel (who may be counsel to the Issuer) stating that (x) the Issuer has
     received from, or there has been published by, the Internal Revenue Service
     a ruling, or (y) since the date of this Indenture there has been a change
     in the applicable U.S. federal income tax law, in either case to the effect
     that, and based thereon such opinion shall confirm that, the Holders of the
     Outstanding Securities of such series will not recognize income, gain or
     loss for U.S. federal income tax purposes as a result of such defeasance
     and will be subject to U.S. federal income tax on the same amounts, in the
     same manner and at the same times as would have been the case if such
     defeasance had not occurred; provided, however, that

                                       57
<PAGE>
     such Opinion of Counsel need not be delivered if such Outstanding
     Securities not previously delivered to the Trustee for cancellation (i)
     have become due and payable; (ii) will become due and payable at their
     stated maturity within one year; or (iii) if redeemable at the option of
     the Issuer, 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 Issuer.

          (g) The Issuer shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent provided for relating to either the defeasance under Section 9.6
     have been complied with.

          (h) Notwithstanding any other provisions of this Section 9.7, such
     defeasance shall be effected in compliance with any additional or
     substitute terms, conditions or limitations which may be imposed on the
     Issuer in connection therewith in the applicable Resolution or supplemental
     indenture pursuant to Section 2.5.

          SECTION 9.8 Deposited Money and U.S. Government Obligations to Be Held
in Trust; Other Miscellaneous Provisions. Subject to the provisions of Section
9.4, all money and U.S. Government Obligations (including the proceeds thereof)
deposited with the Trustee (or other qualifying trustee -- collectively, for
purposes of this Section 9.8, the "Trustee") pursuant to Section 9.7 in respect
of the Outstanding Securities of such series shall be held in trust and applied
by the Trustee, in accordance with the provisions of such Securities and this
Indenture (including the subordination provisions thereof and hereof), to the
payment, either directly or through any paying agent (including the Issuer
acting as its own paying agent) as the Trustee may determine, to the Holders of
such Securities, of all sums due and to become due thereon in respect of
principal and interest, but such money need not be segregated from other funds
except to the extent required by law.

          The Issuer shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 9.7 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of the Outstanding Securities of such series.

          Anything in this Article Nine to the contrary notwithstanding, the
Trustee shall deliver or pay to the Issuer from time to time upon the Issuer's
written request any money or U.S. Government Obligations held by it as provided
in Section 9.7 which, in the written opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect an equivalent defeasance.

                                  ARTICLE TEN

                   REDEMPTION OF SECURITIES AND SINKING FUNDS

          SECTION 10.1 Applicability of Article. The provisions of this Article
shall be applicable to the Securities of any series which are redeemable before
their maturity and to any

                                       58
<PAGE>
sinking fund for the retirement of Securities of a series except as otherwise
specified as contemplated by Section 2.5 for Securities of such series.

          SECTION 10.2 Notice of Redemption; Selection of Securities. In case
the Issuer shall desire to exercise any right to redeem all or any part of the
Securities of any series in accordance with their terms, the Issuer shall fix a
date for redemption and shall notify the Trustee in writing, at least 45 days
before such redemption date. The Issuer, or at the request and at the expense of
the Issuer, the Trustee, shall mail a notice of such redemption, at least 30
days and not more than 60 days prior to the date fixed for redemption, to the
Holders of Securities of such series so to be redeemed in whole or in part at
their last addresses as they shall appear in the Register. Any notice which is
mailed in the manner herein provided shall be conclusively presumed to have been
duly given, whether or not the Holder receives the notice. Failure to give
notice by mail, or any defect in the notice, to the Holder of any Security of a
series designated for redemption as a whole or in part shall not affect the
validity of the proceedings for the redemption of any other Security of such
series.

          The notice of redemption to each such Holder shall specify the CUSIP
number of the Securities of such series, if any, the date fixed for redemption,
the redemption price, the place or places of payment, that payment will be made
upon presentation and surrender of such Securities, that any interest accrued to
the date fixed for redemption will be paid as specified in such notice and that
on and after said date any interest thereon or on the portions thereof to be
redeemed will cease to accrue. If less than all of the Outstanding Securities of
a series are to be redeemed, the notice of redemption shall specify the number
or numbers or distinguishing symbol or symbols of the Securities to be redeemed.
In case any Security of a series is to be redeemed in part only the notice of
redemption shall state the portion of the principal amount thereof to be
redeemed and shall state that on and after the date fixed for redemption, upon
surrender of such Security, a new Security or Securities of such series in
principal amount equal to the unredeemed portion thereof will be issued.

          Prior to the redemption date specified in the notice of redemption
given as provided in this Section, the Issuer will deposit with the Trustee or
with one or more paying agents (or, if the Issuer is acting as its own paying
agent, segregate and hold in trust as required by the Trust Indenture Act of
1939) an amount of money (in the currency or units of currencies or composite
currency in which the Securities so called for redemption are denominated or an
appropriate equivalent thereof) sufficient to redeem on the redemption date all
the Securities of such series or portions thereof so called for redemption at
the appropriate redemption price, together with accrued interest to the date
fixed for redemption. If less than all the Outstanding Securities of a series
are to be redeemed (or less than the full principal amount of each Security in
such series is to be redeemed), the Issuer will deliver to the Trustee at least
60 days prior to the date fixed for redemption (or such shorter period if
acceptable to the Trustee) an Officers' Certificate stating the aggregate
principal amount of Securities to be redeemed and, if the Trustee is not acting
as the repository of the Register for such series, a current list of all
Outstanding Securities of such series.

          If less than all the Outstanding Securities of a series are to be
redeemed, the Trustee shall select, in such manner as it shall deem appropriate,
Securities of such series to be redeemed in whole or in part; however, if less
than all the Securities of any series with differing

                                       59
<PAGE>
issue dates, interest rates and stated maturities are to be redeemed, the Issuer
in its sole discretion shall select the particular Securities to be redeemed and
shall notify the Trustee in writing thereof at least 45 days prior to the
relevant redemption date. Except as otherwise specified for Securities of a
particular series pursuant to Section 2.5, Securities may be redeemed in part in
amounts equal to the minimum authorized denomination for Securities of such
series or any multiple thereof. The Trustee shall promptly notify the Issuer in
writing of the Securities of such series selected for redemption and, in the
case of any Securities of such series selected for partial redemption, the
principal amount thereof to be redeemed.

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

          SECTION 10.3 Payment of Securities Called for Redemption. If notice of
redemption has been given as provided in Section 10.2, the Securities or
portions of Securities specified in such notice shall become due and payable on
the date and at the place or places stated in such notice at the applicable
redemption price, together with interest accrued to the date fixed for
redemption, and on and after said date (unless the Issuer shall default in the
payment of such Securities or portions thereof at the redemption price, together
with interest accrued to said date) interest on the Securities or portions of
Securities so called for redemption shall cease to accrue and, except as
provided in Sections 5.4 and 9.4, such Securities shall cease from and after the
date fixed for redemption to be entitled to any benefit or security under this
Indenture, and the Holders of such Securities shall have no right in respect of
such Securities except the right to receive the redemption price thereof and
unpaid interest to the date fixed for redemption. On presentation and surrender
of such Securities at a place of payment specified in said notice, said
Securities or the specified portions thereof shall be paid and redeemed by the
Issuer at the applicable redemption price, together with interest accrued
thereon to the date fixed for redemption; provided, that if the date fixed for
redemption is an interest payment date, the interest due on that date shall be
payable to the Holders of such Securities registered as such on the relevant
record date according to their terms.

          If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal thereof so to be redeemed shall,
until paid or duly provided for, bear interest from the date fixed for
redemption at the Overdue Rate applicable to such series.

          Upon presentation of any Security redeemed in part only, the Issuer
shall execute and the Trustee shall authenticate and make available for delivery
to or on the order of the Holder thereof, at the expense of the Issuer, a new
Security or Securities of such series, of authorized denominations, in principal
amount equal to the unredeemed portion of the Security so presented.

          SECTION 10.4 Exclusion of Certain Securities from Eligibility for
Selection for Redemption. Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration and certificate
number or other distinguishing symbol in a written statement signed by an
authorized officer of the Issuer and delivered to the Trustee at least 10 days
prior to the date on which Securities are to be selected for redemption as being
owned of

                                       60
<PAGE>
record and beneficially by, and not pledged or hypothecated by, either (a) the
Issuer or (b) an entity specifically identified in such written statement
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Issuer.

          SECTION 10.5 Mandatory and Optional Sinking Funds. The minimum amount
of any sinking fund payment provided for by the terms of Securities of any
series is herein referred to as a "mandatory sinking fund payment", and any
payment in excess of such minimum amount provided for by the terms of Securities
of any series is herein referred to as an "optional sinking fund payment". The
date on which a sinking fund payment is to be made is herein referred to as the
"sinking fund payment date".

          In lieu of making all or any part of any mandatory sinking fund
payment with respect to any series of Securities in cash, the Issuer may at its
option (a) deliver to the Trustee Securities of such series theretofore
purchased or otherwise acquired (except upon redemption pursuant to the
mandatory sinking fund) by the Issuer or receive credit for Securities of such
series (not previously so credited) theretofore purchased or otherwise acquired
(except as aforesaid) by the Issuer and delivered to the Trustee for
cancellation pursuant to Section 2.12, (b) receive credit for optional sinking
fund payments (not previously so credited) made pursuant to this Section, or (c)
receive credit for Securities of such series (not previously so credited)
redeemed by the Issuer through any optional redemption provision contained in
the terms of Securities of such series. Securities so delivered or credited
shall be received or credited by the Trustee at the sinking fund redemption
price specified in such Securities, and the amount of such mandatory sinking
fund payment shall be reduced accordingly.

          On or before the sixtieth day next preceding each sinking fund payment
date for any series of Securities, the Issuer will deliver to the Trustee a
certificate of the Issuer (which need not contain the statements required by the
Trust Indenture Act of 1939) signed by an officer of the Issuer who is one of
the officers authorized to sign an Officers' Certificate (a) specifying the
portion, if any, of the mandatory sinking fund payment to be satisfied by
payment of cash and the portion, if any, to be satisfied by credit of Securities
of such series, (b) stating that none of such Securities has theretofore been so
credited, (c) stating that no Event of Default with respect to such series has
occurred (which has not been waived or cured) and is continuing and (d) stating
whether or not the Issuer intends to exercise its right to make an optional
sinking fund payment with respect to such series and, if so, specifying the
amount of such optional sinking fund payment which the Issuer intends to pay on
or before the next succeeding sinking fund payment date. Any Securities of such
series to be credited and required to be delivered to the Trustee in order for
the Issuer to be entitled to credit therefor as aforesaid which have not
theretofore been delivered to the Trustee shall be delivered for cancellation
pursuant to Section 2.12 to the Trustee with such certificate. Such certificate
shall be irrevocable and upon its receipt by the Trustee the Issuer shall become
obligated to make all the cash payments or payments therein referred to, if any
(which cash may be deposited with the Trustee or with one or more paying agents
or, if the Issuer is acting as its own paying agent, segregated and held in
trust as required by the Trust Indenture Act of 1939), on or before the next
succeeding sinking fund payment date. Failure of the Issuer, on or before any
such sixtieth day, to deliver such certificate and Securities specified in this
paragraph, if any, shall not constitute a default but shall constitute, on and
as of such date, the irrevocable election of the Issuer (i) that the mandatory
sinking fund payment for such series due on the next succeeding sinking fund
payment date shall be paid entirely in cash

                                       61
<PAGE>
without the option to deliver or credit Securities of such series in respect
thereof and (ii) that the Issuer will make no optional sinking fund payment with
respect to such series as provided in this Section.

          If the sinking fund payment or payments (mandatory or optional or
both) to be made in cash on the next succeeding sinking fund payment date plus
any unused balance of any preceding sinking fund payments made in cash shall
exceed U.S. $100,000 or, if payments on Securities of such series are to be made
in a currency other than Dollars or in units or composites of two more
currencies, the equivalent thereof (based upon the Market Exchange Rate on the
sixtieth day preceding the relevant sinking fund payment date or if the Market
Exchange Rate is not available for such date, the immediately preceding date for
which the Market Exchange Rate is available) in the relevant currency or unit or
composite currency (or such other amount as is specified for a particular series
of Securities pursuant to Section 2.5), or a lesser sum if the Issuer shall so
request, with respect to the Securities of any particular series, such cash
shall be applied by the Trustee (or by the Issuer if the Issuer is acting as its
own paying agent) on the sinking fund payment date on which such payment is made
(or, if such payment is made before a sinking fund payment date, on the next
sinking fund payment date following the date of such payment) to the redemption
of such Securities at the sinking fund redemption price specified in such
Securities for operation of the sinking fund together with accrued interest, if
any, to the date fixed for redemption. If such amount shall be U.S. $100,000 or,
if payments on Securities of such series are to be made in a currency other than
Dollars or in units or composites of two more currencies, the equivalent thereof
(based upon the Market Exchange Rate on the sixtieth day preceding the relevant
sinking fund payment date or if the Market Exchange Rate is not available for
such date, the immediately preceding date for which the Market Exchange Rate is
available) in the relevant currency or unit or composite currency (or such other
amount as is specified for the particular series pursuant to Section 2.5), or
less and the Issuer makes no such request then it shall be carried over until a
sum in excess of U.S. $100,000, or the equivalent thereof in the relevant
currency or unit or composite currency, is available.

          The Trustee shall select, in the manner provided in Section 10.2, for
redemption on such sinking fund payment date, Securities of such series with
respect to which cash payment of the applicable sinking fund redemption price
will be made and shall (if requested in writing by the Issuer) inform the Issuer
of the serial numbers or other distinguishing symbols of the Securities of such
series (or portions thereof) so selected. If the Trustee shall be required to
select Securities of any series for the sinking fund and is not acting as
repository of the Register for such series, at least 60 days prior to the
sinking fund payment date the Issuer shall furnish to the Trustee a current list
of all Outstanding Securities of such series. Securities of any series which are
(a) owned by the Issuer or an entity actually known by the Trustee to be
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Issuer, as shown by the Register, and not known to the
Trustee to have been pledged or hypothecated by the Issuer or any such entity or
(b) identified in an Officers' Certificate at least 60 days prior to the sinking
fund payment date as being beneficially owned by, and not pledged or
hypothecated by, the Issuer or an entity directly or indirectly controlling or
controlled by or under direct or indirect common control with the Issuer, shall
be excluded from Securities of such series eligible for selection for
redemption. The Trustee, in the name and at the expense of the Issuer (or the
Issuer, if it shall so notify the Trustee in writing) shall cause notice of
redemption of the Securities of such series to be given in substantially the
manner provided in Section 10.2, except

                                       62
<PAGE>
that the notice of redemption shall also state that the Securities are being
redeemed by operation of the sinking fund (and with the effect provided in
Section 10.3) for the redemption of Securities of such series which, if
applicable, is in part at the option of the Issuer.

          The amount of any sinking fund payments not so applied or allocated by
the Trustee to the redemption of Securities of such series shall be added to the
next cash sinking fund payment received by the Trustee for such series and,
together with such payment (or such amount so segregated), shall be applied in
accordance with the provisions of this Section 10.5. Any and all sinking fund
moneys held by the Trustee on the stated maturity date of the Securities of any
particular series (or earlier, if such maturity is accelerated), which are not
held for the payment or redemption of particular Securities of such series shall
be applied by the Trustee, together with other moneys, if necessary, sufficient
for the purpose, to the payment of the principal of, and interest on, the
Securities of such series at maturity.

          On or before each sinking fund payment date, the Issuer shall pay to
the Trustee in cash or shall otherwise provide for the payment of all interest
accrued to the date fixed for redemption on Securities (or portions thereof) to
be redeemed on such sinking fund payment date.

          Neither the Issuer nor the Trustee shall redeem or cause to be
redeemed any Securities of a series with sinking fund moneys or mail any notice
of redemption of Securities for such series by operation of the sinking fund
during the continuance of a default in payment of interest, if any, on such
Securities or of any Event of Default (other than an Event of Default occurring
as a consequence of this paragraph, with respect to such Securities) except
that, where the mailing of notice of redemption of any Securities shall
theretofore have been made, the Trustee (or the Issuer if the Issuer is acting
as its own paying agent) shall redeem or cause to be redeemed such Securities,
provided that it shall have received from the Issuer a sum sufficient for such
redemption. Except as aforesaid, any moneys in the sinking fund for such series
at the time when any such default or Event of Default shall occur, and any
moneys thereafter paid into the sinking fund, shall, during the continuance of
such default or Event of Default, be deemed to have been collected under Article
Four and held for the payment of all such Securities. Notwithstanding anything
in the foregoing to the contrary, in case such default or Event of Default shall
have been waived as provided in Section 4.9 or the default or Event of Default
cured on or before the sixtieth day preceding the sinking fund payment date in
any year, such moneys shall thereafter be applied on the next succeeding sinking
fund payment date in accordance with this Section 10.5 to the redemption of such
Securities.

          SECTION 10.6 Redemption for Tax Reasons. If at any time after the date
of issuance of Securities of any series pursuant to this Indenture as a result
of any change in, or amendment to, the laws or regulations of Luxembourg or of
any political subdivision thereof or any authority therein or thereof having
power to tax or as a result of any change in the application or official
interpretation of such laws or regulations, which change or amendment

                                       63
<PAGE>
becomes effective after the date of such issuance, the Issuer becomes, or will
become, obligated to pay any Additional Amounts, then the Securities of such
series will be redeemable as a whole (but not in part), at the option of the
Issuer, at any time upon not less than thirty (30) nor more than sixty (60)
days' notice given to the Holders at their principal amount together with
accrued interest thereon (and any Additional Amounts Payable with respect
thereto) to the date fixed for redemption (the "Redemption Date"). The Issuer
will also pay to the Holders of Securities of such series on the Redemption Date
any Additional Amounts which would otherwise be payable. In order to effect a
redemption of Securities of any such series as described in this paragraph, the
Issuer shall deliver to the Trustee at least forty-five (45) days prior to the
Redemption Date: (i) a written notice stating that the Securities of this series
are to be redeemed as a whole and (ii) an opinion of independent legal counsel
of recognized standing to the effect that the Issuer has or will become
obligated to pay Additional Amounts as a result of any such change or amendment.
No notice of redemption may be given earlier than ninety (90) days prior to the
earliest date on which the Issuer would be obligated to pay such Additional
Amounts were a payment in respect of the Securities of such series then due. The
notice shall additionally specify the Redemption Date and all other information
necessary to the publication and mailing by the Trustee of notices of such
redemption. The Trustee shall be entitled to rely conclusively upon the
information so furnished by the Issuer in such notice and shall be under no duty
to check the accuracy or completeness thereof. Such notice shall be irrevocable
and upon its delivery the Issuer shall be obligated to make the payment or
payments referred to therein to the Trustee.

                                 ARTICLE ELEVEN

                                 SUBORDINATION

          SECTION 11.1 Securities Subordinate to Senior Indebtedness. The Issuer
covenants and agrees, and the Trustee and each Holder of a Security, by its
acceptance thereof, likewise covenant and agree, that all Securities shall be
issued subject to the provisions of this Article Eleven; and each person holding
any Security, whether upon original issue or upon transfer, assignment or
exchange thereof, accepts and agrees that all payments of principal of and
premium, if any, and interest, if any, on each and all of the Securities shall
to the extent and in the manner hereinafter set forth in this Article Eleven be
subordinated in right of payment to the prior payment in full of all Senior
Indebtedness whether outstanding on the date hereof or hereafter created,
assumed, incurred or guaranteed. All Securities issued hereunder shall rank pari
passu with all other Securities issued hereunder.

          SECTION 11.2 Payment Over of Proceeds Upon Dissolution, etc. (a) Upon
any dissolution and liquidation of the Issuer, whether voluntary or involuntary,
or in bankruptcy, insolvency, moratorium, receivership, suspension of payments,
all principal, premium, if any, and interest, if any, due upon all Senior
Indebtedness shall first be paid in full, or provision shall be made for such
payment, in cash or cash equivalents, before the Holders or the Trustee on
behalf of the Holders shall be entitled to receive any payment by the Issuer on
account of payment of principal or premium, if any, or interest, if any, on the
Securities, or any payment to acquire any of the Securities for cash, property
or securities, or any distribution with respect to the Securities of any cash,
property or securities. Before any

                                       64
<PAGE>
payment may be made by, or on behalf of, the Issuer on any of the Securities
upon any liquidation of the Issuer, whether voluntary or involuntary, or in
bankruptcy, insolvency, moratorium of payments, receivership, suspension of
payments, any payment or distribution of assets or securities of the Issuer of
any kind or character, whether in cash, property or securities, to which the
Holders or the Trustee on behalf of the Holders would be entitled, except for
the provisions of this Article Eleven, shall be made by the Issuer or by any
administrator, receiver, liquidator, curator, sequestrator, trustee, other
similar officer of the Issuer or other similar person making such payment or
distribution, or by the Holders or the Trustee if received by them or it,
directly to the holders of Senior Indebtedness (pro rata to such holders on the
basis of the respective amounts of Senior Indebtedness held by such holders) or
their Representatives, to the extent necessary to pay all such Senior
Indebtedness in full, in cash or cash equivalents after giving effect to any
concurrent payment, distribution or provision therefor to or for the holders of
such Senior Indebtedness.

          (b) In the event that, notwithstanding the foregoing provision
prohibiting such payment or distribution, any payment or distribution of assets
or securities of the Issuer of any kind or character, whether in cash, property
or securities, shall be received by the Trustee or any Holder at a time when
such payment or distribution is prohibited by clause (a) above before all Senior
Indebtedness is paid in full, in cash or cash equivalents, or payment thereof
provided for, and such fact shall have been made known to such Holder or
Trustee, as the case may be, such payment or distribution shall be received and
held in trust for the benefit of, and shall be paid over or delivered to, any
administrator, receiver, liquidator, curator, sequestrator, trustee, other
similar officer of the Issuer or other person making payment or distribution of
assets of the Issuer for application to the payment of all Senior Indebtedness
remaining unpaid until all such Senior Indebtedness has been paid in full, in
cash or cash equivalents, or payment thereof provided for, after giving effect
to any concurrent payment, distribution or provision therefor to or for the
holders of such Senior Indebtedness.

          (c) The consolidation of the Issuer with, or the merger of the Issuer
with or into, another corporation or the liquidation of the Issuer following the
sale, conveyance, transfer, lease or other disposition of all or substantially
all of its property and assets to another corporation upon the terms and
conditions provided in Article Eight shall not be deemed a liquidation for the
purposes of this Section 11.2 if such other corporation shall, as a part of such
consolidation, merger, sale, conveyance, transfer, lease or other disposition,
comply with the conditions stated in Article Eight.

          SECTION 11.3 Payment Permitted if No Dissolution, Bankruptcy or
Moratorium. Nothing contained in this Article Eleven or elsewhere in this
Indenture shall prevent (i) the Issuer, except under the conditions described in
Section 11.2 of this Indenture, from making payments of principal of, premium,
if any, and interest, if any, on the Securities, or from depositing with the
Trustee any money for such payments, or (ii) the application by the Trustee of
any money deposited with it for the purpose of making such payment of principal
of, premium, if any, and interest, if any, on the Securities to the Holders
entitled thereto, if, at the time such application by the Trustee, it did not
have actual knowledge that such payment would have been prohibited by the
provisions of this Article Eleven.

                                       65
<PAGE>
          SECTION 11.4 Subrogation to Rights of Holders of Senior Indebtedness.
(a) Subject to the payment in full of all Senior Indebtedness, in cash or cash
equivalents, the Holders of the Securities shall be subrogated to the rights of
the holders of such Senior Indebtedness to receive payments and distributions of
cash, property and securities applicable to the Senior Indebtedness until the
principal of and premium, if any, and interest, if any, on the Securities shall
be paid in full. For purposes of such subrogation, no payments or distributions
to the holders of Senior Indebtedness of any cash, property or securities to
which the Holders of the Securities or the Trustee would be entitled except for
the provisions of this Article Eleven, and no payments pursuant to the
provisions of this Article Eleven to the holders of Senior Indebtedness by
Holders or the Trustee, shall, as among the Issuer, its creditors other than
holders of Senior Indebtedness, and the Holders, be deemed to be a payment or
distribution by the Issuer to or on account of the Senior Indebtedness.

          (b) If any payment or distribution to which the Holders would
otherwise have been entitled but for the provisions of this Article Eleven shall
have been applied, pursuant to the provisions of this Article Eleven, to the
payment of all amounts payable under Senior Indebtedness, then, and in such
case, the Holders shall be entitled to receive from the holders of such Senior
Indebtedness any payments or distributions received by such holders of Senior
Indebtedness in excess of the amount required to make payment in full of amounts
payable under such Senior Indebtedness.

          SECTION 11.5 Provisions Solely to Define Relative Rights. The
provisions of this Article Eleven are and are intended solely for the purpose of
defining the relative rights of the Holders of the Securities on the one hand
and the holders of Senior Indebtedness on the other hand. Nothing contained in
this Article Eleven or elsewhere in this Indenture or in the Securities is
intended to or shall (a) impair, as among the Issuer, its creditors other than
holders of Senior Indebtedness and the Holders of the Securities, the obligation
of the Issuer, which is absolute and unconditional, to pay to the Holders of the
Securities the principal of and premium, if any, and interest, if any, on the
Securities as and when the same shall become due and payable in accordance with
their terms; or (b) affect the relative rights against the Issuer of the Holders
of the Securities and creditors of the Issuer other than the holders of Senior
Indebtedness; or (c) prevent the Trustee or the Holder of any Security from
exercising all remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if any, under this Article Eleven of the
holders of Senior Indebtedness (1) in any liquidation of the Issuer, whether
voluntary or involuntary, or bankruptcy, insolvency, moratorium of payments,
receivership, suspension of payments, as referred to in Section 11.2, to
receive, pursuant to and in accordance with such Section, cash, property and
securities otherwise payable or deliverable to the Trustee or such Holder, or
(2) under the conditions specified in Section 11.3, to prevent any payment
prohibited by such Section.

          SECTION 11.6 Trustee to Effectuate Subordination. Each Holder of a
Security by his acceptance thereof authorizes and directs the Trustee on his
behalf to take such action as is necessary or as may be necessary or appropriate
to effectuate the subordination provided in this Article Eleven.

                                       66
<PAGE>
          SECTION 11.7 No Waiver of Subordination Provisions. No right of any
present or future holder of any Senior Indebtedness or any agent or
representative therefor to enforce subordination as provided in this Article
Eleven shall at any time in any way be prejudiced or impaired by any act or
failure to act on the part of the Issuer or by any act or failure to act, in
good faith, by any such holder or its agent or representative, or by any
non-compliance by the Issuer with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof any such holder or any agent or
representative therefor may have or be otherwise charged with.

          Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Indebtedness may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article
Eleven or the obligations hereunder of the Holders of the Securities to the
holders of Senior Indebtedness, do any one or more of the following: (a) change
the manner, place or terms of payment or extend the time of payment of, or renew
or alter, Senior Indebtedness or any instrument evidencing the same or any
agreement under which Senior Indebtedness is outstanding; (b) sell, exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise
securing Senior Indebtedness; (c) release any person liable in any manner for
the payment or collection of Senior Indebtedness; and (d) exercise or refrain
from exercising any rights or remedies against the Issuer and any other person.

          SECTION 11.8 Notice to Trustee. The Issuer shall give prompt written
notice to the Trustee of any liquidation, moratorium, insolvency, bankruptcy,
receivership or other proceeding which would prohibit the making of any payment
to or by the Trustee in respect of the Securities. Notwithstanding the
provisions of this Article Eleven or any other provision of this Indenture, the
Trustee shall not be charged with knowledge of the existence of any facts which
would prohibit the making of any payment to or by the Trustee in respect of the
Securities, unless and until a Responsible Officer of the Trustee shall have
received written notice thereof from the Representative of the holders of such
Senior Indebtedness; and, prior to the receipt of any such written notice, the
Trustee, subject to the provisions of Section 5.1, shall be entitled in all
respects to assume that no such facts exist; provided, however, that if the
Trustee shall not have received the notice provided for in this Section at least
three Business Days prior to the date upon which by the terms hereof any money
may become payable for any purpose (including, without limitation, the payment
of the principal of and premium, if any or interest, if any, on any Security),
then, anything herein contained to the contrary notwithstanding, the Trustee
shall have full power and authority to receive such money and to apply the same
to the purpose for which such money was received and shall not be affected by
any notice to the contrary which may be received by it within three Business
Days prior to such date.

          Subject to the provisions of Section 5.1, the Trustee shall be
entitled to conclusively rely on the delivery to it of a written notice by a
person representing himself to be a Representative of holders of Senior
Indebtedness to establish that such notice has been given by a Representative.
In the event that the Trustee determines in good faith that further evidence is

                                       67
<PAGE>
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 Eleven, the Trustee may request that such person furnish evidence to the
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 Eleven, and if such evidence is not furnished, the
Trustee may defer any such payment pending judicial determination as to the
right of such person to receive such payment.

          SECTION 11.9 Reliance on Judicial Order or Certificate of Liquidating
Agent. Upon any payment or distribution of assets of the Issuer referred to in
this Article Eleven, the Trustee, subject to the provisions of Section 5.1, and
the Holders of the Securities shall be entitled to conclusively rely upon any
order or decree entered by a court of competent jurisdiction in which any
proceedings of the nature referred to in Section 11.2 are pending, or a
certificate of the administrator, receiver, liquidator, curator, sequestrator,
trustee, other similar officer of the Issuer or other person making such payment
or distribution, delivered to the Trustee or to the Holders of Securities, for
the purpose of ascertaining the persons entitled to participate in such payment
or distribution, the holders of Senior Indebtedness and other indebtedness of
the Issuer, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article
Eleven.

          SECTION 11.10 Rights of Trustee as a Holder of Senior Indebtedness;
Preservation of Trustee's Rights. The Trustee in its individual capacity shall
be entitled to all the rights set forth in this Article Eleven with respect to
any Senior Indebtedness which may at any time be held by it, to the same extent
as any other holder of Senior Indebtedness, and nothing in this Indenture shall
deprive the Trustee of any of its rights as such holder.

          Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 5.5.

          SECTION 11.11 Article Applicable to Paying Agents. In case at any time
any paying agent other than the Trustee shall have been appointed by the Issuer
and be then acting hereunder, the term "Trustee" as used in this Article shall
in such case (unless the context otherwise requires) be construed as extending
to and including such Paying Agent within its meaning as fully for all intents
and purposes as if such paying agent were named in this Article in addition to
or in place of the Trustee.

          SECTION 11.12 Not to Prevent Events of Default. The failure to make a
payment on account of principal of or premium, if any, or interest, if any, on
the Securities by reason of any provision of this Article Eleven will not be
construed as suspending the rights of the Holders to accelerate the maturity of
the Securities pursuant to Article Four.

          SECTION 11.13 Trustee Not Fiduciary for Holders of Senior
Indebtedness. The Trustee shall not be deemed to owe any fiduciary duty to the
Holders of Senior Indebtedness and shall not be liable to any such Holders if
the Trustee shall in good faith mistakenly pays over or

                                       68
<PAGE>
distributes to Holders of Securities or to the Issuer or to any other person
cash, property or securities to which any holders of Senior Indebtedness shall
be entitled by this Article or otherwise. The Trustee undertakes to perform or
to observe only such of its covenants or obligations as are specifically set
forth in this Article Eleven and no implied covenants or obligations with
respect to Holders of Senior Indebtedness shall be read into this Indenture
against the Trustee.

                                 ARTICLE TWELVE

                            MISCELLANEOUS PROVISIONS

          SECTION 12.1 Incorporators, Shareholders, Officers, Members of the
Board of Issuer Exempt from Individual Liability. No recourse under or upon any
obligation, covenant or agreement contained in this Indenture, or in any
Security, or for any claim based thereon or otherwise in respect thereof, shall
be had against any incorporator or against any past, present or future
shareholder, officer, or member of the Board, as such, or of any successor,
either directly or through the Issuer or any successor, under any rule of law,
statute or constitutional provision or by the enforcement of any assessment or
penalty or otherwise; it being expressly understood that this Indenture and the
obligations issued hereunder are solely corporate obligations, and that no such
personal liability whatever shall attach to, or is or shall be incurred by, the
incorporators, shareholders, officers and directors, as such, of the Issuer, or
any of them, because of the creation of the indebtedness hereby authorized, or
under or by reason of the obligations, covenants or agreements contained in this
Indenture or in any Security or implied therefrom; and that any and all such
personal liability of every name and nature, either at common law or in equity
or by constitution or statute, of, and any and all such rights and claims
against, every such incorporator, shareholder, officer or director, as such,
because of the creation of the indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Indenture
or in any Security or implied therefrom, are hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this
Indenture and the issuance of such Security.

          SECTION 12.2 Provisions of Indenture for the Sole Benefit of Parties
and Securityholders. Nothing in this Indenture or in the Securities, express or
implied, shall give or be construed to give to any person, other than the
parties hereto and their successors hereunder and the Holders of the Securities,
any benefit or any legal or equitable right, remedy or claim under this
Indenture or under any covenant, condition or provision herein contained, all
such covenants and provisions being for the sole benefit of the parties hereto
and their successors hereunder and of the Holders of the Securities.

          SECTION 12.3 Successors and Assigns of Issuer Bound by Indenture. All
the covenants, stipulations, promises and agreements in this Indenture contained
by the Issuer shall bind its successors and assigns, whether or not so
expressed.

          SECTION 12.4 Notices and Demands on Issuer, Trustee and
Securityholders. Any notice or demand which by any provision of this Indenture
is required or permitted to be given or served by the Trustee or by the Holders
of Securities to or on the Issuer may be given or served by being deposited
postage prepaid, first-class mail, in a post office letter box (except as

                                       69
<PAGE>
otherwise specifically provided herein) addressed (until another address of the
Issuer is furnished by the Issuer to the Trustee) to the Issuer's registered
office at 26, rue Louvigny, Luxembourg with a copy to Stolt Offshore S.A., c/o
Stolt Offshore M.S. Ltd., Dolphin House, Windmill Road, Sunbury-on-Thames,
Middlesex, TW16 7HT, England, Attention: Chief Financial Officer.

          Any notice, direction, request or demand by the Issuer or any
Securityholder to or upon the Trustee shall be deemed to have been sufficiently
given or made, for all purposes, if given or made in writing at its Corporate
Trust Office.

          Where this Indenture provides for notice to Securityholders, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Securityholder
entitled thereto, at his last address as it appears in the Register. In any case
where notice to Securityholders is given by mail, neither the failure to mail
such notice, nor any defect in any notice so mailed, to any particular
Securityholder shall affect the sufficiency of such notice with respect to other
Securityholders. Notwithstanding anything to the contrary elsewhere in this
Indenture as to the giving of notice, any other form of written notice is
sufficient, if received.

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

          Any notice which is mailed in the manner herein provided shall be
conclusively presumed to have been duly given or provided. In case, by reason of
the suspension of or irregularities in regular mail service, it shall be
impracticable to mail notice to the Issuer and Securityholders when such notice
is required to be given pursuant to any provision of this Indenture, then
notwithstanding anything to the contrary elsewhere in this Indenture as to the
giving of notice, any manner of giving such notice as shall be satisfactory to
the Trustee shall be deemed to be a sufficient giving of such notice for every
purpose hereunder.

          SECTION 12.5 Officers' Certificates and Opinions of Counsel;
Statements to Be Contained Therein. Upon any application or demand by the Issuer
to the Trustee to take any action under any of the provisions of this Indenture,
the Issuer shall furnish to the Trustee an Officers' Certificate stating that
all conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with and an Opinion of Counsel stating that
in the opinion of such counsel all such conditions precedent, if any, have been
complied with, except that in the case of any such application or demand as to
which the furnishing of such documents is specifically required by any provision
of this Indenture relating to such particular application or demand, no
additional certificate or opinion need be furnished.

          Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture shall include (a) a statement that the person
making such certificate or opinion has read such covenant or condition, (b) 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

                                       70
<PAGE>
based, (c) a statement that, in the opinion of such person, he 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 (d) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

          Any certificate, statement or opinion of an officer of the Issuer may
be based, insofar as it relates to legal matters, upon a certificate or opinion
of or representations by counsel, unless such officer knows that the certificate
or opinion or representations with respect to the matters upon which his
certificate, statement or opinion may be based as aforesaid are erroneous. Any
certificate, statement or opinion of counsel may be based, insofar as it relates
to factual matters or information which is in the possession of the Issuer, upon
the certificate, statement or opinion of or representations by an officer or
officers of the Issuer, unless such counsel knows that the certificate,
statement or opinion or representations with respect to the matters upon which
his certificate, statement or opinion may be based as aforesaid are erroneous.

          Any certificate, statement or opinion of an officer of the Issuer or
of counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Issuer, unless such officer or counsel, as the
case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which his certificate, statement or
opinion may be based as aforesaid are erroneous.

          Any certificate or opinion of any independent firm of public
accountants filed with the Trustee shall contain a statement that such firm is
independent.

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

                                       71
<PAGE>
          SECTION 12.6 Official Acts by Successor Entity. Any act or proceeding
by any provision of this Indenture authorized or required to be done or
performed by any board, committee or officer of the Issuer shall and may be done
and performed with like force and effect by the like board, committee or officer
of any entity that shall at the time be the lawful sole successor of the Issuer.

          SECTION 12.7 Payments Due on Saturdays, Sundays and Legal Holidays.
Except as may be provided pursuant to Section 2.5 with respect to any series or
tranche, if the date of maturity of interest on or principal of the Securities
of any series or the date fixed for redemption or repayment of any such Security
shall not be a Business Day, then payment of such interest, if any, or principal
need not be made on such date, but may be made on the next succeeding Business
Day with the same force and effect as if made on the date of maturity or the
date fixed for redemption or repayment, and no interest shall accrue for the
period from and after such date.

          SECTION 12.8 NEW YORK LAW TO GOVERN. THIS INDENTURE AND EACH SECURITY
SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK, AND
FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE,
EXCEPT FOR THE PROVISIONS CONTAINED HEREIN OR THEREIN RELATING TO THE
SUBORDINATION OF THE SECURITIES WHICH SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF LUXEMBOURG; THE APPLICATION OF ARTICLE 86 TO 94-8 OF
THE LUXEMBOURG LAW OF AUGUST 10, 1915 ON COMMERCIAL COMPANIES IS EXPRESSLY
EXCLUDED.

          SECTION 12.9 Counterparts. This Indenture may be executed in any
number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.

          SECTION 12.10 Effect of Headings. The Article and Section headings
herein and the Table of Contents are for convenience of reference only, are not
to be considered a part hereof and shall not affect the construction hereof.

          SECTION 12.11 Conflict with Trust Indenture Act. If any provision
hereof limits, qualifies or conflicts with a provision of the Trust Indenture
Act of 1939 that is required under such Act to be a part of and govern this
Indenture, the latter provisions shall control. If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act of 1939
that may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.

          SECTION 12.12 Submission to Jurisdiction. The Issuer (a) agrees that
any legal suit, action or proceeding arising out of or based upon the Indenture
or the Securities may be instituted in any state or U.S. federal court in the
State and County of New York, the Borough of Manhattan, United States of
America, (b) waives, to the extent it may effectively do so, any objection which
it may have now or hereafter to the laying of the venue of any such suit, action
or proceeding, and (c) irrevocably submits to the jurisdiction of any such court
in any such suit, action or proceeding. The Issuer hereby designates
Stolt-Nielsen, Inc. as the Issuer's authorized agent to accept and acknowledge
on its behalf service of any and all process which may be served in any such
suit, action or proceeding in any such court and agrees that service of process

                                       72
<PAGE>
upon said agent at its office at 8 Sound Shore Drive, Greenwich, CT 06836,
U.S.A. (or at such other address as such agent may designate by written notice
to the Issuer and the Trustee), and written notice of said service to the
Issuer, mailed or delivered to it, at Dolphin House, Windmill Road,
Sunbury-on-Thames, Middlesex, TW16 7HT, England, Attention: Chief Financial
Officer, shall be deemed in every respect effective service of process upon the
Issuer in any such suit, action or proceeding and shall be taken and held to be
valid personal service upon the Issuer, whether or not the Issuer shall then be
doing, or at any time shall have done, business within the State of New York,
and that any such service of process shall be of the same force and validity as
if service were made upon it according to the laws governing the validity and
requirements of such service in such State, and waives all claim of error by
reason of any such service. Neither such appointment nor such acceptance of
jurisdiction shall be interpreted to include actions brought under the United
States federal securities laws. Said designation and appointment shall be
irrevocable until the earlier of the date on which no Securities remain
Outstanding or the date that this Indenture shall have been satisfied and
discharged in accordance with Article Nine.

          SECTION 12.13 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.

          SECTION 12.14 No Security Interest Created. Nothing in this Indenture
or in any Securities shall be construed to constitute a security interest under
the Uniform Commercial Code or similar legislation, as now or hereafter enacted
and in effect in any jurisdiction where property of the Issuer or its
Subsidiaries may be located.

                                       73
<PAGE>
          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed, all as of [___________].



                                        STOLT OFFSHORE S.A.


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



                                        [-------------------]
                                             as Trustee



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

                                       74