Energy Fuels Inc.: Exhibit 4.9 - Filed by newsfilecorp.com






ENERGY FUELS INC. 

as Issuer, 

[_________________] 

as U.S. Trustee 

and 

[________________] 

as Canadian Trustee 

INDENTURE 

Dated as of     , 




TABLE OF CONTENTS 

	  	  	Page 
	  	  	  
	ARTICLE ONE DEFINITIONS AND OTHER
      PROVISIONS OF GENERAL 	  
	   
                     APPLICATION 	
      
	1
  
	                   Section
      1.01 	
    Definitions 
	1 
	                   Section
      1.02 	
    Compliance
      Certificates and Opinions 
	13
  
	                   Section
      1.03 	
    Form of Documents Delivered to
      Trustees 
	14 
	                   Section
      1.04 	
    Acts of Holders 
	15
  
	                   Section
      1.05 	
    Notices, etc. to Trustees and
      Company 
	16 
	                   Section
      1.06 	
    Notice to Holders;
      Waiver 
	17
  
	                   Section
      1.07 	
    Effect of Headings and Table of
      Contents 
	18 
	                   Section
      1.08 	
    Successors and
      Assigns 
	18
  
	                   Section
      1.09 	
    Severability Clause 
	18 
	                   Section
      1.10 	
    Benefits of
      Indenture 
	18
  
	                   Section
      1.11 	
    Governing Law 
	18 
	                   Section
      1.12 	
    Legal Holidays 
	19
  
	                   Section
      1.13 	
    Agent for Service; Submission to
      Jurisdiction; Waiver of Immunities 
	19 
	                   Section
      1.14 	
    Conversion of
      Currency 
	20
  
	                   Section
      1.15 	
    Currency Equivalent 
	21 
	                   Section
      1.16 	
    Conflict with Trust
      Indenture Legislation 
	21
  
	                   Section
      1.17 	
    Incorporators, Shareholders,
      Officers and Directors of the Company Exempt from Individual Liability 
	22 
	ARTICLE TWO SECURITIES
      FORMS 	22
  
	                   Section 2.01	
    Forms Generally 
	22 
	                   Section
      2.02 	
    Form of Trustee’s
      Certificate of Authentication 
	23
  
	                   Section
      2.03 	
    Securities Issuable in Global Form
    
	23 
	ARTICLE THREE THE
      SECURITIES 	24
  
	                   Section
      3.01 	
    Issuable in Series 
	24 
	                   Section
      3.02 	
    Denominations 
	28
  
	                   Section
      3.03 	
    Execution, Authentication, Delivery
      and Dating 
	29 
	                   Section
      3.04 	
    Temporary Securities
    
	31
  
	                   Section
      3.05 	
    Registration, Registration of
      Transfer and Exchange 
	33 
	                   Section
      3.06 	
    Mutilated,
      Destroyed, Lost and Stolen Securities 
	38
  
	                   Section
      3.07 	
    Payment of Principal; Premium;
      Interest; Interest Rights Preserved; Optional Interest Reset 
	39 
	                   Section
      3.08 	
    Persons Deemed
      Owners 
	41
  
	                   Section
      3.09 	
    Cancellation 
	42 
	                   Section
      3.10	
    Computation of
      Interest 
	42
  
	                   Section
      3.11 	
    Currency and Manner of Payments in
      Respect of Securities 
	43 
	                   Section
      3.12 	
    Appointment and
      Resignation of Successor Exchange Rate Agent 
	46
  
	ARTICLE FOUR SATISFACTION AND
      DISCHARGE 	47 
	                   Section
      4.01 	
    Satisfaction and
      Discharge of Indenture 
	47
  


- i - 








	                   Section
      4.02 	
    Application of Trust Money 
	48 
	ARTICLE FIVE SUBORDINATION
      OF THE SECURITIES 	48 
	                   Section
      5.01 	
    Agreement to Subordinate 
	48 
	                   Section
      5.02 	
    Distribution on Dissolution,
      Liquidation and Reorganization; Subrogation of Securities 
	48 
	                   Section
      5.03 	
    No Payment on Securities in Event of Default on
      Senior Indebtedness 
	50 
	                   Section
      5.04 	
    Payments on Securities
      Permitted 
	50 
	                   Section
      5.05 	
    Authorization of Securityholders to Trustee to
      Effect Subordination 
	51 
	                   Section
      5.06 	
    Notice to Trustee 
	51 
	                   Section
      5.07 	
    Trustee as Holder of Senior Indebtedness 
	52 
	                   Section
      5.08 	
    Modifications of Terms of
      Senior Indebtedness 
	52 
	                   Section
      5.09 	
    Reliance on Judicial Order or Certificate
      Liquidating Agent 
	52 
	                   Section
      5.10 	
    Satisfaction and Discharge;
      Defeasance and Covenant Defeasance 
	52 
	                   Section
      5.11 	
    Trustee Not Fiduciary for Holders of Senior
      Indebtedness 
	52 
	ARTICLE SIX REMEDIES 	53 
	                   Section
      6.01 	
    Events of Default 
	53 
	                   Section
      6.02 	
    Acceleration of Maturity;
      Rescission and Annulment 
	54 
	                   Section
      6.03 	
    Collection of Debt and Suits for Enforcement by
      Trustees 
	55 
	                   Section
      6.04 	
    Trustees May File Proofs of
      Claim 
	56 
	                   Section
      6.05 	
    Trustees May Enforce Claims Without Possession
      of Securities 
	57 
	                   Section
      6.06 	
    Application of Money Collected
    
	57 
	                   Section
      6.07 	
    Limitation on Suits 
	57 
	                   Section 6.08 	
    Unconditional Right of Holders
      to Receive Principal, Premium and Interest 
	58 
	                   Section
      6.09 	
    Restoration of Rights and Remedies 
	58 
	                   Section
      6.10 	
    Rights and Remedies Cumulative
    
	59 
	                   Section
      6.11 	
    Delay or Omission Not Waiver 
	59 
	                   Section
      6.12 	
    Control by Holders 
	59 
	                   Section
      6.13 	
    Waiver of Past Defaults 
	59 
	                   Section
      6.14 	
    Waiver of Stay or Extension
      Laws 
	60 
	                   Section
      6.15 	
    Undertaking for Costs 
	60 
	ARTICLE SEVEN THE TRUSTEES 	60 
	                   Section
      7.01 	
    Notice of Defaults 
	60 
	                   Section
      7.02 	
    Certain Duties and
      Responsibilities of Trustees 
	61 
	                   Section
      7.03 	
    Certain Rights of Trustees 
	62 
	                   Section
      7.04 	
    Trustees Not Responsible for
      Recitals or Issuance of Securities 
	63 
	                   Section
      7.05 	
    May Hold Securities 
	64 
	                   Section
      7.06 	
    Money Held in Trust 
	64 
	                   Section
      7.07 	
    Compensation and Reimbursement 
	64 
	                   Section
      7.08 	
    Corporate Trustees Required;
      Eligibility 
	65 
	                   Section
      7.09 	
    Resignation and Removal; Appointment of
      Successor 
	66 
	                   Section
      7.10 	
    Acceptance of Appointment by
      Successor 
	67



- ii - 








	                   Section
      7.11 	
    Merger, Conversion, Consolidation or
      Succession to Business 
	69 
	                   Section
      7.12 	
    Appointment of
      Authenticating Agent 
	69 
	                   Section
      7.13 	
    Joint Trustees 
	71 
	                   Section
      7.14 	
    Other Rights of
      Trustees 
	71 
	                   Section
      7.15 	
    Third Party Interests 
	73 
	ARTICLE EIGHT HOLDERS’
      LISTS AND REPORTS BY TRUSTEE AND COMPANY 	73 
	                   Section
      8.01 	
    Company to Furnish Trustee Names and
      Addresses of Holders 
	73 
	                   Section
      8.02 	
    Preservation of List
      of Names and Addresses of Holders 
	74 
	                   Section
      8.03 	
    Disclosure of Names and Addresses of
      Holders 
	74 
	                   Section
      8.04 	
    Reports by Trustees
    
	74 
	                   Section
      8.05 	
    Reports by the Company 
	74 
	ARTICLE NINE
      CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE 	75 
	                   Section
      9.01 	
    Company May Consolidate, etc., only
      on Certain Terms 
	75 
	                   Section
      9.02 	
    Successor Person
      Substituted 
	76 
	ARTICLE TEN SUPPLEMENTAL INDENTURES
	77 
	                   Section
      10.01 	
    Supplemental
      Indentures Without Consent of Holders 
	77 
	                   Section
      10.02 	
    Supplemental Indentures with Consent
      of Holders 
	78 
	                   Section
      10.03 	
    Execution of
      Supplemental Indentures 
	79 
	                   Section
      10.04 	
    Effect of Supplemental Indentures

	79 
	                   Section
      10.05 	
    Conformity with
      Trust Indenture Legislation 
	80 
	                   Section
      10.06 	
    Reference in Securities to
      Supplemental Indentures 
	80 
	                   Section
      10.07 	
    Notice of
      Supplemental Indentures 
	80 
	ARTICLE ELEVEN COVENANTS 	80 
	                   Section
      11.01 	
    Payment of
      Principal, Premium, if any, and Interest 
	80 
	                   Section
      11.02 	
    Maintenance of Office or Agency 
	80 
	                   Section
      11.03 	
    Money for Securities
      Payments to Be Held in Trust 
	82 
	                   Section
      11.04 	
    Statement as to Compliance 
	83 
	                   Section
      11.05 	
    Additional Amounts
    
	84 
	                   Section
      11.06 	
    Payment of Taxes and Other Claims

	85 
	                   Section
      11.07 	
    Corporate Existence
    
	85 
	                   Section
      11.08 	
    Waiver of Certain Covenants 
	86 
	ARTICLE TWELVE
      REDEMPTION OF SECURITIES 	86 
	                   Section
      12.01 	
    Applicability of Article 
	86 
	                   Section
      12.02 	
    Election to Redeem;
      Notice to Trustees 
	86 
	                   Section
      12.03 	
    Selection by Trustees of Securities
      to Be Redeemed 
	86 
	                   Section
      12.04 	
    Notice of Redemption
    
	87 
	                   Section
      12.05 	
    Deposit of Redemption Price 
	88 
	                   Section
      12.06 	
    Securities Payable
      on Redemption Date 
	88 
	                   Section
      12.07 	
    Securities Redeemed in Part 
	89 
	                   Section
      12.08 	
    Tax Redemption 
	89 
	ARTICLE THIRTEEN SINKING FUNDS 	90 
	                   Section
      13.01 	
    Applicability of
      Article 
	90



- iii - 








	                   Section
      13.02 	
    Satisfaction of Sinking Fund
      Payments with Securities 
	90 
	                   Section
      13.03 	
    Redemption of
      Securities for Sinking Fund 
	91 
	ARTICLE FOURTEEN REPAYMENT AT OPTION
      OF HOLDERS 	92 
	                   Section
      14.01 	
    Applicability of
      Article 
	92 
	                   Section
      14.02 	
    Repayment of Securities 
	92 
	                   Section
      14.03 	
    Exercise of Option
    
	92 
	                   Section
      14.04 	
    When Securities Presented for
      Repayment Become Due and Payable 
	93 
	                   Section
      14.05 	
    Securities Repaid in
      Part 
	94 
	ARTICLE FIFTEEN DEFEASANCE AND
      COVENANT DEFEASANCE 	94 
	                   Section
      15.01 	
    Company’s Option to
      Effect Defeasance or Covenant Defeasance 
	94 
	                   Section
      15.02 	
    Defeasance and Discharge 
	94 
	                   Section
      15.03 	
    Covenant Defeasance
    
	95 
	                   Section
      15.04 	
    Conditions to Defeasance or Covenant
      Defeasance 
	95 
	                   Section
      15.05 	
    Deposited Money and
      Government Obligations to Be Held in Trust; Other Miscellaneous Provisions
    
	97 
	                   Section
      15.06 	
    Reinstatement 
	98 
	ARTICLE SIXTEEN
      MEETINGS OF HOLDERS OF SECURITIES 	99 
	                   Section
      16.01 	
    Purposes for Which Meetings May Be
      Called 
	99 
	                   Section
      16.02 	
    Call, Notice and
      Place of Meetings 
	99 
	                   Section
      16.03 	
    Persons Entitled to Vote at Meetings
    
	99 
	                   Section
      16.04 	
    Quorum; Action 
	100 
	                   Section
      16.05 	
    Determination of Voting Rights;
      Conduct and Adjournment of Meetings 
	101 
	                   Section
      16.06 	
    Counting Votes and
      Recording Action of Meetings 
	102 
	                   Section
      16.07 	
    Waiver of Jury Trial 
	102 
	                   Section
      16.08 	
    Counterparts 
	102



- iv - 




CROSS-REFERENCE TABLE 


	  	TIA 	Indenture 
	  	Section 	Section 
	310 	(a) 	7.08 
	  	(b) 	7.05, 7.09 
	311 	(a) 	7.05 
	  	(b) 	7.05 
	312 	(a) 	8.01 
	  	(b) 	8.02 
	  	(c) 	8.03 
	313 	(a) 	8.04 
	  	(b) 	8.04 
	  	(c) 	7.01, 8.04, 8.05 
	  	(d) 	8.04 
	314 	(a) 	8.05, 11.04 
	  	(c) 	1.02 
	  	(e) 	1.02 
	315 	(a) 	7.02 
	  	(b) 	7.01 
	  	(c) 	7.02 
	  	(d) 	7.02, 7.07 
	  	(e) 	6.15, 7.09(4) 
	316 	(a) 	1.01 (“Outstanding”), 6.12, 6.13 
	  	(b) 	6.08 
	  	(c) 	1.04(e) 
	317 	(a)(1) 	6.03 
	  	(a)(2) 	6.04 
	  	(b) 	11.03 
	318 	(a) 	1.16 



Note: This Cross-Reference Table shall not, for any purpose, be
deemed to be part of this Indenture.

- v - 




ENERGY FUELS INC. 

FORM OF INDENTURE 

INDENTURE, dated as of ____________________, between energy
ENERGY FUELS INC., a corporation duly continued and existing under the laws of
Ontario (herein called the “Company”), having its principal office at Suite 600,
225 Union Blvd., Lakewood, Colorado 80228 and [_______________], a trust
company, organized under the laws of the United States, as U.S. trustee (herein
called the “U.S. Trustee”), and [_______________], a trust company duly
organized and existing under the laws of Canada, as Canadian trustee (the
“Canadian Trustee” and, together with the U.S. Trustee, the “Trustees”). 

RECITALS OF THE COMPANY 

The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its debentures
(secured and unsecured), notes or other evidences of indebtedness (herein called
the “Securities”), which may be convertible into or exchangeable for any
securities of any person (including the Company), to be issued in one or more
series as in this Indenture provided. 

This Indenture is subject to the provisions of Trust Indenture
Legislation (as defined below) that are required to be part of this Indenture
and shall, to the extent applicable, be governed by such provisions. 

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

NOW, THEREFORE, THIS INDENTURE WITNESSETH: 

For and in consideration of the premises and the purchase of
the Securities by the Holders (as defined below) thereof, it is mutually
covenanted and agreed, for the equal and proportionate benefit of all Holders of
the Securities or of series thereof, as follows: 

ARTICLE ONE 
DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION 

	Section 1.01 	Definitions 


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

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

	 	 	 
	 	(2) 	
      all other terms used herein which are defined in the
      Trust Indenture Act, either directly or by reference therein, have the
      meanings assigned to them therein, and the terms “cash transaction” and
      “self-liquidating paper”, as used in Section 311 of the Trust Indenture Act, shall have the meanings
      assigned to them in the rules of the Commission adopted under the Trust
      Indenture Act;



- 1 - 





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

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

	 	 	 
	 	(5) 	
      “or” is not exclusive;

	 	 	 
	 	(6) 	
      words implying any gender shall apply to all genders;
      and

	 	 	 
	 	(7) 	
      the words Subsection, Section and Article refer to the
      Subsections, Sections and Articles, respectively, of this Indenture unless
      otherwise noted.

	 	 	 
	 	(8) 	“include”, “includes” or “including” means include,
      includes or including, in each case, without limitation.



Certain terms, used principally in Article Three, are defined
in that Article. 

“accelerated indebtedness” has the meaning specified in Section
6.01. 

“Act”, when used with respect to any Holder, has the meaning
specified in Section 1.04. 

“Additional Amounts” has the meaning specified in Section
11.05. 

“Affiliate” of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
“control” when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms “controlling” and “controlled” have meanings correlative to the
foregoing. 

“Appropriate Trustee” means, with respect to the Canadian
Securities, the Canadian Trustee, and with respect to the U.S. Securities, the
U.S. Trustee. 

“Authenticating Agent” means any Person authorized by either
Trustee pursuant to Section 7.12 to act on behalf of such Trustee to
authenticate Securities. 

“Authorized Newspaper” means a newspaper, in the English
language or in an official language of the country of publication, customarily
published on each Business Day, and of general circulation in each place in
connection with which the term is used or in the financial community of each such place. Where successive publications are
required to be made in Authorized Newspapers, the successive publications may be
made in the same or in different newspapers in the same city meeting the
foregoing requirements and in each case on any Business Day. 

- 2 - 




“Base Currency” has the meaning specified in Section 1.14. 

“OBCA” means the Business Corporations Act (Ontario), as
amended. 

“Bearer Security” means any Security except a Registered
Security. 

“Board of Directors” means either the board of directors of the
Company or any duly authorized committee of such board. 

“Board Resolution” means a copy of a resolution certified by
the Chief Financial Officer or the Corporate Secretary of the Company to have
been duly adopted by the Board of Directors and to be in full force and effect
on the date of such certification, and delivered to the Trustees. 

“Branch Register” has the meaning specified in Section 3.05.


“Branch Security Registrar” has the meaning specified in
Section 3.05. 

“Business Day”, when used with respect to any Place of Payment
or any other particular location referred to in this Indenture or in the
Securities, means, unless otherwise specified with respect to any Securities
pursuant to Section 3.01, any day other than Saturday, Sunday or any other day
on which the offices of the Trustees are closed. 

“calculation period” has the meaning specified in Section 3.10.


“Canadian Securities Authorities” means the securities
commissions or similar authorities in Canada. 

“Canadian Taxes” has the meaning specified in Section 11.05.


“Canadian Trustee” means the Person named as the “Canadian
Trustee” in the first paragraph of this Indenture until a successor Canadian
Trustee shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter “Canadian Trustee” shall mean or include each Person
who is then a Canadian Trustee hereunder; provided, however, that
if at any time there is more than one such Person, “Canadian Trustee” as used
with respect to the Securities of any series shall mean only the Canadian
Trustee with respect to Securities of that series. 

“Capital Lease Obligation” means the obligation of a Person, as
lessee, to pay rent or other amounts to the lessor under a lease of real or
personal property which is required to be classified and accounted for as a
capital lease on a consolidated balance sheet of such person in accordance with
GAAP. 

- 3 - 




“Capital Stock” in any Person means any and all shares,
interests, partnership interests, participations or other equivalents however
designated in the equity interest in such Person and any rights (other than debt
securities convertible into an equity interest), warrants or options to acquire
any equity interest in such Person. 

“Central Register” has the meaning specified in Section 3.05.


“Central Security Registrar” has the meaning specified in
Section 3.05. 

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

“Common Depositary” has the meaning specified in Section 3.04.


“Company” means the Person named as the “Company” in the first
paragraph of this Indenture until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
“Company” shall mean such successor Person. 

“Company Request” or “Company Order” means a written request or
order signed in the name of the Company by the Executive Chairman of the Board
of Directors, the President, the Chief Executive Officer, or the Chief Operating
Officer, or if two or more persons share such office any one of such persons,
and by the Chief Financial Officer or the Corporate Secretary of the Company, or
if two or more persons share such office any one of such persons, and delivered
to the Trustees. 

“Component Currency” has the meaning specified in Section
3.11(h) . 

“Conversion Date” has the meaning specified in Section 3.11(d)
.. 

“Conversion Event” means the cessation of use of (i) a Foreign
Currency (other than the Euro or other currency unit both by the government of
the country which issued such Currency and by a central bank or other public
institution of or within the international banking community for the settlement
of transactions, (ii) the Euro or (iii) any currency unit (or composite
currency) other than the Euro for the purposes for which it was established.


“Corporate Trust Office” means the principal corporate trust
office of the U.S. Trustee or the Canadian Trustee, as applicable, or the
principal corporate trust office of any successor Trustee, at which at any
particular time its corporate trust business may be administered, such an office
on the date of execution of this Indenture of the U.S. Trustee is located at
[_______________], Attention: [_______________], and of the Canadian Trustee is
located at [_______________], Attention: [_______________], except that with
respect to presentation of Securities for payment or for registration of
transfer or exchange, such term shall mean the office or agency of the U.S.
Trustee or the Canadian Trustee, as applicable, designated in writing to the
Company at which, at any particular time, its corporate agency business shall be
conducted. 

“corporation” includes corporations, associations, companies
and business trusts. 

- 4 - 




“coupon” means any interest coupon appertaining to a Bearer
Security. 

“covenant defeasance” has the meaning specified in Section
15.03.

“Currency” means any currency or currencies, composite currency
or currency unit or currency units, including, without limitation, the Euro,
issued by the government of one or more countries or by any recognized
confederation or association of such governments. 

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

“Defaulted Interest” has the meaning specified in Section 3.07.


“defeasance” has the meaning specified in Section 15.02. 

“Depositary “ means, with respect to the Securities of any
series issuable or issued in the form of one or more Registered Securities, the
Depositary Trust Company, or any successor thereto, or any other Person
designated as Depositary by the Company pursuant to Section 3.05 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 hereunder, and, if at any time there is
more than one such Person, “Depositary” as used with respect to the Securities
of any such series shall mean the Depositary with respect to the Registered
Securities of that series. 

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

“Dollar Equivalent of the Currency Unit” has the meaning
specified in Section 3.11(g) . 

“Dollar Equivalent of the Foreign Currency” has the meaning
specified in Section 3.11(f) . 

“Election Date” has the meaning specified in Section 3.11(h) .


“Euro” means the single currency of the participating member
states from time to time of the European Union described in legislation of the
European Counsel for the operation of a single unified European currency
(whether known as the Euro or otherwise). 

“Event of Default” has the meaning specified in Section 6.01.


“Exchange Act” means the United States Securities Exchange
Act of 1934, as amended. 

“Exchange Date” has the meaning specified in Section 3.04. 

“Exchange Rate Agent” means, with respect to Securities of or
within any series, unless otherwise specified with respect to any Securities
pursuant to Section 3.01, a New York clearing house bank, designated pursuant to
Section 3.01 or Section 3.12. 

- 5 - 




“Exchange Rate Officers’ Certificate” means a certificate
setting forth (i) the applicable Market Exchange Rate and (ii) the Dollar or
Foreign Currency amounts of principal (and premium, if any) and interest, if any
(on an aggregate basis and on the basis of a Security having the lowest
denomination principal amount determined in accordance with Section 3.02 below
in the relevant Currency), payable with respect to a Security of any series on
the basis of such Market Exchange Rate, signed by the Chief Executive Officer,
President or Chief Financial Officer of the Company. 

“Exchanges” means the NYSE MKT and the Toronto Stock Exchange
and any other securities exchange or automated quotation system upon which the
Securities are or become listed or quoted. 

“Excluded Holder” has the meaning specified in Section 11.05.


“First Currency” has the meaning specified in Section 1.15.


“Foreign Currency” means any Currency other than Currency of
the United States. 

“GAAP” means generally accepted accounting principles in Canada
in effect from time to time, unless the Person’s most recent audited or
quarterly financial statements are not prepared in accordance with generally
accepted accounting principles in Canada, in which case “GAAP” shall mean
generally accepted accounting principles in the United States in effect from
time to time. 

“Government Obligations” means, unless otherwise specified with
respect to any series of Securities pursuant to Section 3.01, securities which
are (i) direct obligations of the government which issued the Currency in which
the Securities of a particular series are payable or (ii) obligations of a
Person controlled or supervised by and acting as an agency or instrumentality of
the government which issued the Currency in which the Securities of such series
are payable, the payment of which is unconditionally guaranteed by such
government, which, in either case, are full faith and credit obligations of such
government payable in such Currency and are not callable or redeemable at the
option of the issuer thereof and shall also include a depositary receipt issued
by a bank or trust company as custodian with respect to any such Government
Obligation or a specific payment of interest on or principal of any such
Government Obligation held by such custodian for the account of the holder of a
depositary receipt; provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depositary receipt from any amount received by the custodian in
respect of the Government Obligation or the specific payment of interest or
principal of the Government Obligation evidenced by such depositary receipt.


“Holder” means, in the case of a Registered Security, the
Person in whose name a Security is registered in the Security Register and, in
the case of a Bearer Security, the bearer thereof and, when used with respect to
any coupon, shall mean the bearer thereof. 

“Indenture” means this instrument as originally executed and as
it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
and shall include the terms of particular series of Securities established as
contemplated by Section 3.01; provided, however, that, if at any
time more than one Person is acting as Trustee under this
instrument, “Indenture” shall mean, with respect to any one or more series of
Securities for which such Person is Trustee, this instrument as originally
executed or as it may from time to time be supplemented or amended by one or
more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and shall include the terms of the particular series of
Securities for which such Person is Trustee established as contemplated by
Section 3.01, exclusive, however, of any provisions or terms which relate solely
to other series of Securities for which such Person is not Trustee, regardless
of when such terms or provisions were adopted, and exclusive of any provisions
or terms adopted by means of one or more indentures supplemental hereto executed
and delivered after such Person had become such Trustee but to which such
Person, as such Trustee, was not a party. 

- 6 - 




“Indexed Security” means a Security the terms of which provide
that the principal amount thereof payable at Stated Maturity may be more or less
than the principal face amount thereof at original issuance. 

“interest”, when used with respect to an Original Issue
Discount Security which by its terms bears interest only after Maturity, means
interest payable after Maturity at the rate prescribed in such Original Issue
Discount Security. 

“Interest Payment Date”, when used with respect to any
Security, means the Stated Maturity of an installment of interest on such
Security. 

“Judgment Currency” has the meaning specified in Section 1.14.


“Lien” means any mortgage, pledge, hypothecation, charge,
assignment, deposit arrangement, encumbrance, security interest, lien (statutory
or other), or preference, priority or other security or similar agreement or
preferential arrangement of any kind or nature whatsoever (including, without
limitation, any agreement to give or grant a Lien or any lease, conditional sale
or other title retention agreement having substantially the same economic effect
as any of the foregoing) but not including any security interest in respect of a
lease which is not a Capital Lease Obligation and provided that such term shall
not include any encumbrance that may be deemed to arise solely as a result of
entering into an agreement, not in violation of the terms of this Indenture, to
sell or otherwise transfer assets or Property. 

“mandatory sinking fund payment” has the meaning specified in
Section 13.01. 

“Market Exchange Rate” means, unless otherwise specified with
respect to any Securities pursuant to Section 3.01, (i) for any conversion
involving a currency unit on the one hand and Dollars or any Foreign Currency on
the other, the exchange rate between the relevant currency unit and Dollars or
such Foreign Currency calculated by the method specified pursuant to Section
3.01 for the Securities of the relevant series, (ii) for any conversion of
Dollars into any Foreign Currency, buying rate for such Foreign Currency for
cable transfers quoted in New York City as certified for customs purposes by the
Federal Reserve Bank of New York and (iii) for any conversion of one Foreign
Currency into Dollars or another Foreign Currency, the spot rate at noon local
time in the relevant market at which, in accordance with normal banking
procedures, the Dollars or Foreign Currency into which conversion is being made
could be purchased with the Foreign Currency from which conversion is being made
from major banks located in New York City, Toronto, London or any other
principal market for Dollars or such purchased Foreign Currency, in each case
determined by the Exchange Rate Agent. Unless otherwise specified with respect
to any Securities pursuant to Section 3.01, in the event of the unavailability
of any of the exchange rates provided for in the foregoing clauses (i), (ii) and
(iii), the Exchange Rate Agent shall use, in its sole discretion and without
liability on its part, such quotation of the Federal Reserve Bank of New York as
of the most recent available date, or quotations from one or more major banks in
New York City, Toronto or another principal market for the Currency in question,
or such other quotations as the Exchange Rate Agent shall deem appropriate.
Unless otherwise specified by the Exchange Rate Agent, if there is more than one
market for dealing in any Currency by reason of foreign exchange regulations or
otherwise, the market to be used in respect of such Currency shall be that upon
which a non-resident issuer of securities designated in such Currency would
purchase such Currency in order to make payments in respect of such securities. 

- 7 - 




“Maturity”, when used with respect to any Security, means the
date on which the principal of such Security or an installment of principal
becomes due and payable as therein or herein provided, whether at the Stated
Maturity or by declaration of acceleration, notice of redemption, notice of
option to elect repayment or otherwise. 

“Non-Recourse Debt” means indebtedness to finance the creation,
development, construction or acquisition of assets and any increases in or
extensions, renewals or refinancings of such indebtedness, provided that the
recourse of the lender thereof (including any agent, trustee, receiver or other
Person acting on behalf of such entity) in respect of such indebtedness is
limited in all circumstances to the assets created, developed, constructed or
acquired in respect of which such indebtedness has been incurred and to the
receivables, inventory, equipment, chattels payable, contracts, intangibles and
other assets, rights or collateral connected with the assets created, developed,
constructed or acquired and to which such lender has recourse. 

“Notice of Default” has the meaning specified in Section 6.01.


“Officers’ Certificate” means a certificate, which shall comply
with this Indenture, signed by the the Chief Executive Officer or the Chief
Financial Officer and delivered to the Trustees. 

“Opinion of Counsel” means a written opinion of counsel, who
may be counsel for the Company, including an employee of the Company. 

“Optional Reset Date” has the meaning specified in Section
3.07. “optional sinking fund payment” has the meaning specified in Section
13.01. 

“Original Issue Discount Security” means any Security which
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 6.02. 

“Other Currency” has the meaning specified in Section 1.15.


- 8 - 




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

	 	(i) 	
      Securities theretofore cancelled by a Trustee or
      delivered to a Trustee for cancellation;

	 	 	 
	 	(ii) 	
      Securities, or portions thereof, for whose payment or
      redemption or repayment at the option of the Holder, money in the
      necessary amount has been theretofore deposited with a Trustee or any
      Paying Agent (other than the Company) in trust or set aside and segregated
      in trust by the Company (if the Company shall act as its own Paying Agent)
      for the Holders of such Securities and any coupons appertaining thereto;
      provided that, if such Securities are to be redeemed, notice of such
      redemption has been duly given pursuant to this Indenture or provision
      therefor satisfactory to the Trustees has been made;

	 	 	 
	 	(iii) 	
      Securities, except to the extent provided in Section
      15.02 and Section 15.03, with respect to which the Company has effected
      defeasance and/or covenant defeasance as provided in Article Fourteen;
      and

	 	 	 
	 	(iv) 	
      Securities which have been paid pursuant to Section 3.06
      or in exchange for or in lieu of which other Securities have been
      authenticated and delivered pursuant to this Indenture, other than any
      such Securities in respect of which there shall have been presented to the
      Trustees proof satisfactory to them that such Securities are held by a
      protected purchaser (as defined in Article 8 of the UCC) in whose hands
      such Securities are valid obligations of the
Company;



provided, however, that in determining whether
the Holders of the requisite principal amount of the Outstanding Securities have
given any request, demand, authorization, direction, notice, consent or waiver
hereunder or are present at a meeting of Holders for quorum purposes, and for
the purpose of making the calculations required by TIA Section 313, (i) the
principal amount of an Original Issue Discount Security that may be counted in
making such determination or calculation and that shall be deemed to be
Outstanding for such purpose shall be equal to the amount of principal thereof
that would be (or shall have been declared to be) due and payable, at the time
of such determination, upon a declaration of acceleration of the maturity
thereof pursuant to Section 6.02, (ii) the principal amount of any Security
denominated in a Foreign Currency that may be counted in making such
determination or calculation and that shall be deemed Outstanding for such
purpose shall be equal to the Dollar equivalent, determined as of the date such
Security is originally issued by the Company as set forth in an Exchange Rate
Officers’ Certificate delivered to the Trustees, of the principal amount (or, in
the case of an Original Issue Discount Security, the Dollar equivalent as of
such date of original issuance of the amount determined as provided in clause
(i) above) of such Security, (iii) the principal amount of any Indexed Security
that may be counted in making such determination or calculation and that shall
be deemed outstanding for such purpose shall be equal to the principal face
amount of such Indexed Security at original issuance, unless otherwise provided
with respect to such Security pursuant to Section 3.01, and (iv) Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor shall be disregarded and deemed not to
be Outstanding, except that, in determining whether the Trustees shall be protected in making such calculation or in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only
Securities which the Trustees know to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustees the
pledgee’s right so to act with respect to such Securities and that the pledgee
is not the Company or any other obligor upon the Securities or any Affiliate of
the Company or such other obligor. 

- 9 - 




“Paying Agent” means any Person (including the Company acting
as Paying Agent) authorized by the Company to pay the principal of (or premium,
if any) or interest, if any, on any Securities on behalf of the Company. Such
Person, at the responsibility of the Company, must be able to make payment in
the currency of the issued Security. 

“Person” means any individual, corporation, body corporate,
partnership, joint venture, limited liability company, association, joint-stock
company, trust, unincorporated organization or government or any agency or
political subdivision thereof. 

“Place of Payment” means, when used with respect to the
Securities of or within any series, each place where the principal of (and
premium, if any) and interest, if any, on such Securities are payable in the
United States and Canada as specified as contemplated by Section 3.01 and
Section 11.02. 

“Predecessor Security” of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any
security authenticated and delivered under Section 3.06 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security or a Security to which a
mutilated, destroyed, lost or stolen coupon appertains shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security or
the Security to which the mutilated, destroyed, lost or stolen coupon
appertains, as the case may be. 

“rate(s) of exchange” has the meaning specified in Section
1.14. 

“Redemption Date”, when used with respect to any Security to be
redeemed, in whole or in part, means the date fixed for such redemption by or
pursuant to this Indenture. 

“Redemption Price”, when used with respect to any Security to
be redeemed, in whole or in part, means the price at which it is to be redeemed
pursuant to this Indenture, plus accrued and unpaid interest thereon to the
Redemption Date. 

“Registered Security” means any Security registered in the
Security Register. 

“Regular Record Date” for the interest payable on any Interest
Payment Date on the Registered Securities of or within any series means the date
specified for that purpose as contemplated by Section 3.01. 

“Repayment Date” means, when used with respect to any Security
to be repaid at the option of the Holder, the date fixed for such repayment
pursuant to this Indenture. 

- 10 - 






“Repayment Price” means, when used with respect to any Security
to be repaid at the option of the Holder, the price at which it is to be repaid
pursuant to this Indenture. 

“Reset Notice” has the meaning specified in Section 3.07. 

“Responsible Officer”, when used with respect to a Trustee,
means any vice president, secretary, any assistant secretary, treasurer, any
assistant treasurer, any senior trust officer, any trust officer, the controller
within the corporate trust administration division of a Trustee or any other
officer of a Trustee customarily performing functions similar to those performed
by any of the above-designated officers, and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is
referred because of his knowledge of and familiarity with the particular
subject. 

“Securities” has the meaning stated in the first recital of
this Indenture and more particularly means any Securities authenticated and
delivered under this Indenture; provided, however, that if at any
time there is more than one Person acting as Trustee under this Indenture,
“Securities” with respect to the Indenture as to which such Person is Trustee
shall have the meaning stated in the first recital of this Indenture and shall
more particularly mean Securities authenticated and delivered under this
Indenture, exclusive, however, of Securities of any series as to which such
Person is not Trustee. 

“Security Register” and “Security Registrar” have the
respective meanings specified in Section 3.05. 

“Senior Default” means (i) any default or event of default
under any instrument creating any Senior Indebtedness, or (ii) any event which
would, with giving of notice, lapse of time, or both, or subject to any other
condition subsequent to such event, constitute such a default or event of
default. 

“Senior Indebtedness” means the principal of (and premium, if
any) and unpaid interest on (x) Indebtedness of the Company, whether outstanding
on the date hereof or thereafter created, incurred, assumed or guaranteed, for
money borrowed other than (a) any Indebtedness of the Company which when
incurred, and without respect to any election under Section 1111(b) of the U.S.
Federal Bankruptcy Code (Title 11 of the United States Code), was without
recourse to the Company, (b) any Indebtedness of the Company to any of its
Subsidiaries, (c) Indebtedness to any employee of the Company, (d) any liability
for taxes, (e) accounts payable or any other Indebtedness or monetary
obligations to trade creditors created or assumed by the Company or any
Subsidiary ofthe Company in the ordinary course of business (including
guarantees thereof or instrumentsevidencing such liabilities) and (f) any
Indebtedness of the Company which is expressly subordinate in right of payment
to any other Indebtedness of the Company, and (y) renewals, extensions,
modifications and refundings of any such Indebtedness. For purposes of the
foregoing and the definition of “Senior Indebtedness,” the phrase “subordinated
in right of payment” means debt subordination only and not lien subordination,
and accordingly, (i) unsecured indebtedness shall not be deemed to be
subordinated in right of payment to secured indebtedness merely by virtue of the
fact that it is unsecured, and (ii) junior liens, second liens and other
contractual arrangements that provide for priorities among Holders of the same
or different issues of indebtedness with respect to any collateral or the
proceeds of collateral shall not constitute subordination in right of payment. This
definition may be modified or superseded by a supplemental indenture. 

- 11 - 




“Shareholders’ Equity” means the aggregate amount of
shareholders’ equity of the Company as shown on the most recent audited annual
consolidated balance sheet of the Company and computed in accordance with GAAP.


“Special Record Date” for the payment of any Defaulted Interest
on the Registered Securities of or within any series means a date fixed by the
Trustees pursuant to Section 3.07. 

“Specified Amount” has the meaning specified in Section 3.11(h)
.. 

“Stated Maturity”, when used with respect to any Security or
any installment of principal thereof or interest thereon, means the date
specified in such Security or a coupon representing such installment of interest
as the fixed date on which the principal of such Security or such installment of
principal or interest is due and payable, as such date may be extended pursuant
to the provisions of Section 3.08. 

“Subsequent Interest Period” has the meaning specified in
Section 3.07. 

“Subsidiary” means, any corporation of which at the time of
determination the Company, directly and/or indirectly through one or more
Subsidiaries, owns more than 50% of the shares of Voting Stock or partnership,
joint venture, limited liability company, association, company or business trust
interests. 

“Trust Indenture Act” or “TIA” means the United States Trust
Indenture Act of 1939, as amended, as in force at the date as of which this
Indenture was executed, except as provided in Section 10.05. 

“Trust Indenture Legislation” means, at any time, the
provisions of (i) the OBCA and the regulations thereunder as amended or
re-enacted from time to time, but only to the extent applicable, (ii) the
provisions of any other applicable statute of Canada or any province or
territory thereof and the regulations thereunder as amended or re-enacted from
time to time, but only to the extent applicable, or (iii) the Trust Indenture
Act and regulations thereunder, in each case, relating to trust indentures and
to the rights, duties and obligations of trustees under trust indentures and of
corporations issuing debt obligations under trust indentures, to the extent that
such provisions are at such time in force and applicable to this Indenture or
the Company or the Trustees. 

“Trustee” or “Trustees” means the U.S. Trustee and the Canadian
Trustee. If a Canadian Trustee is not appointed under this Indenture, or resigns
or is removed and, pursuant to Section 6.09, the Company shall, if required by
applicable law, appoint a successor Trustee to the Canadian Trustee. Except to
the extent otherwise indicated, “Trustees” shall refer to the Canadian Trustee
and the U.S. Trustee, both jointly and individually. 

“UCC” means the New York uniform commercial code in effect from
time to time. 

- 12 - 






“U.S. Federal Bankruptcy Code” means the Bankruptcy Act of
Title 11 of the United States Code, as amended from time to time. 

“U.S. Trustee” means the Person named as the “U.S. Trustee” in
the first paragraph of this Indenture until a successor U.S. Trustee shall have
become such pursuant to the applicable provisions of this Indenture, and
thereafter “U.S. Trustee” shall mean or include each Person who is then a U.S.
Trustee hereunder; provided, however, that if at any time there is
more than one such Person, “U.S. Trustee” as used with respect to the Securities
of any series shall mean only the U.S. Trustee with respect to Securities of
that series. 

“United States” means, unless otherwise specified with respect
to any Securities pursuant to Section 3.01, the United States of America
(including the states and the District of Columbia), its territories, its
possessions and other areas subject to its jurisdiction. 

“United States person” means, unless otherwise specified with
respect to any Securities pursuant to Section 3.01, an individual who is a
citizen or resident of the United States, a corporation, partnership or other
entity created or organized in or under the laws of the United States, an estate
the income of which is subject to United States federal income taxation
regardless of its source, or a trust if (A) it is subject to the primary
supervision of a court within the United States and one or more United States
persons have the authority to control all substantial decisions of the trust or
(B) it has a valid election in effect under applicable Treasury Regulations to
be treated as a United States person. 

“Valuation Date” has the meaning specified in Section 3.11(c) .


“Vice President”, when used with respect to the Trustees, means
any vice president, whether or not designated by a number or a word or words
added before or after the title “vice president”. 

“Voting Stock” means with respect to any Person, securities of
any class or classes of Capital Stock in such Person entitling the holder
thereof (whether at all times or at the time that such class of Capital Stock
has voting power by reason of the happening of any contingency) to vote in the
election of members of the board of directors or comparable body of such Person.


“Writing” has the meaning specified in Section 7.13. 

“Yield to Maturity” means the yield to maturity, computed at
the time of issuance of a Security (or, if applicable, at the most recent
redetermination of interest on such Security) and as set forth in such Security
in accordance with generally accepted United States bond yield computation
principles. 

	Section 1.02 	Compliance Certificates and Opinions
  


Upon any application or request by the Company to the Trustees
to take any action under any provision of this Indenture, the Company shall
furnish to the Trustees, to the extent required by the Trust Indenture Act, an
Officers’ Certificate stating that all conditions precedent, if any, provided
for in this Indenture (including any covenant compliance with which constitutes
a condition precedent) relating to the proposed action have been complied with
and, if requested by the Trustee, an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent, if any, have been
complied with, except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision
of this Indenture relating to such particular application or request, no
additional certificate or opinion need be furnished. 

- 13 - 




Every certificate or opinion with respect to compliance with a
covenant or condition provided for in this Indenture (other than pursuant to
Section 11.04) shall include: 

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

	 	 	 
	 	(2) 	
      a statement that, in the opinion of each such individual,
      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

	 	 	 
	 	(3) 	
      a statement as to whether, in the opinion of each such
      individual, such covenant or condition has been complied
  with.




	Section 1.03 	Form of Documents Delivered to Trustees
    


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

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

Any certificate or opinion of an officer of the Company 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 Company, unless such officer or counsel, as the
case may be, knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to the accounting matters
upon which such certificate or opinion may be based are erroneous. Any
certificate or opinion of any independent firm of public accountants filed with
the Trustees shall contain a statement that such firm is independent. 

- 14 - 




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

	Section 1.04 	Acts of Holders 


(a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders of the Outstanding Securities of all series or one or more series, as
the case may be, may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agents duly
appointed in writing. If Securities of a series are issuable as Bearer
Securities, any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders of such series may, alternatively, be embodied in and evidenced by the
record of Holders of Securities of such series voting in favor thereof, either
in person or by proxies duly appointed in writing, at any meeting of Holders of
Securities of such series duly called and held in accordance with the provisions
of Article Sixteen, or a combination of such instruments and any such record.
Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments or record or both are delivered to
the Trustees and, where it is hereby expressly required, to the Company. Such
instrument or instruments and any such record (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the “Act” of the
Holders signing such instrument or instruments or so voting at any such meeting.
Proof of execution of any such instrument or of a writing appointing any such
agent, or of the holding by any Person of a Security, shall be sufficient for
any purpose of this Indenture and conclusive in favor of the Trustees and the
Company, if made in the manner provided in this Section. The record of any
meeting of Holders of Securities shall be proved in the manner provided in
Section 16.06. 

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

(c) The principal amount and serial numbers of Registered
Securities held by any Person, and the date of holding the same, shall be proved
by the Security Register. 

(d) The principal amount and serial numbers of Bearer
Securities held by any Person, and the date of holding the same, may be proved
by the production of such Bearer Securities or by a certificate executed, as
depositary, by any trust company, bank, banker or other depositary, wherever
situated, if such certificate shall be deemed by the Trustees to be
satisfactory, showing that at the date therein mentioned such Person had on
deposit with such depositary, or exhibited to it, the Bearer Securities therein
described; or such facts may be proved by the certificate or affidavit of the
Person holding such Bearer Securities, if such certificate or affidavit is
deemed by the Trustees to be satisfactory. The Trustees and the Company may
assume that such ownership of any Bearer Security continues until (1) another
certificate or affidavit bearing a later date issued in respect of the same
Bearer Security is produced, or (2) such Bearer Security is produced to the
Trustees by some other Person, or (3) such Bearer Security is surrendered in
exchange for a Registered Security, or (4) such Bearer Security is no longer
Outstanding. The principal amount and serial numbers of Bearer Securities held
by any Person, and the date of holding the same, may also be proved in any other
manner that the Trustees deem sufficient. 

- 15 - 




(e) If the Company shall solicit from the Holders of Registered
Securities any request, demand, authorization, direction, notice, consent,
waiver or other Act, the Company may, at its option, by or pursuant to a Board
Resolution, fix in advance a record date for the determination of Holders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Company shall have no obligation to do so.
Notwithstanding Trust Indenture Legislation, including TIA Section 316(c), such
record date shall be the record date specified in or pursuant to such Board
Resolution, which shall be a date not earlier than the date 30 days prior to the
first solicitation of Holders generally in connection therewith and not later
than the date such solicitation is completed. If such a record date is fixed,
such request, demand, authorization, direction, notice, consent, waiver or other
Act may be given before or after such record date, but only the Holders of
record at the close of business on such record date shall be deemed to be
Holders for the purposes of determining whether Holders of the requisite
proportion of Outstanding Securities have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or other
Act, and for that purpose the Outstanding Securities shall be computed as of
such record date; provided that no such authorization, agreement or consent by
the Holders on such record date shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than eleven
months after the record date. 

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

	Section 1.05 	Notices, etc. to Trustees and Company
  


Any request, demand, authorization, direction, notice, consent,
waiver or Act of Holders or other documents provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with, 

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

	 	 	 
	 	(2) 	
      the Canadian Trustee, by the U.S. Trustee, any Holder or
      by the Company shall be sufficient for every purpose hereunder if made,
      given, furnished or filed in writing to or with the Canadian Trustee at its Corporate Trust Office,
Attention: [_______________], or 



- 16 - 




	 	 	
       
	 	(3) 	
      the Company, by either Trustee or any Holder shall be
      sufficient for every purpose hereunder (unless otherwise herein expressly
      provided) if in writing and faxed or mailed, first-class postage prepaid
      or personally delivered, to the Company, Attention:
      [_______________]or such other officer or facsimile number as the
      Company may designate on written notice to the Trustees, addressed to it
      at the address of its principal office specified in the first paragraph of
      this Indenture or at any other address previously furnished in writing to
      the Trustees by the Company.




	Section 1.06 	Notice to Holders; Waiver



Where this Indenture provides for notice of any event to
Holders of Registered Securities by the Company or the Trustees, such notice
shall be sufficiently given (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, to each such Holder affected by
such event, at his address as it appears in the Security Register, not later
than the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice. In any case where notice to Holders of Registered
Securities is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders of Registered
Securities or the sufficiency of any notice to Holders of Bearer Securities
given as provided. Any notice mailed to a Holder in the manner herein prescribed
shall be conclusively deemed to have been received by such Holder, whether or
not such Holder actually receives such notice. 

In case, by reason of the suspension of or irregularities in
regular mail service or by reason of any other cause, it shall be impractical to
mail notice of any event to Holders of Registered Securities when such notice is
required to be given pursuant to any provision of this Indenture, then any
manner of giving such notice as shall be satisfactory to the Trustees shall be
deemed to be sufficient giving of such notice for every purpose hereunder. 

Except as otherwise expressly provided herein or otherwise
specified with respect to any Securities pursuant to Section 3.01, where this
Indenture provides for notice to Holders of Bearer Securities of any event, such
notice shall be sufficiently given to Holders of Bearer Securities if published
in an Authorized Newspaper in The City of New York and in such other city or
cities as may be specified in such Securities on a Business Day at least twice,
the first such publication to be not earlier than the earliest date, and not
later than the latest date, prescribed for the giving of such notice. Any such
notice shall be deemed to have been given on the date of the first such
publication. 

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

- 17 - 




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

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

	Section 1.07 	Effect of Headings and Table of Contents
    


The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the construction hereof.


	Section 1.08 	Successors and Assigns



All covenants and agreements in this Indenture by the Company
and the Trustees shall bind their successors and assigns, whether so expressed
or not. 

	Section 1.09 	Severability Clause 


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

	Section 1.10 	Benefits of Indenture



Nothing in this Indenture or in the Securities or coupons,
express or implied, shall give to any Person, other than the parties hereto, any
Authenticating Agent, any Paying Agent, any Securities Registrar and their
successors hereunder and the Holders of Securities or coupons, any benefit or
any legal or equitable right, remedy or claim under this Indenture. Subject to
Section 1.16, at all times in relation to this Indenture and any action to be
taken hereunder, the Company and the Trustees each shall observe and comply with
Trust Indenture Legislation and the Company, the Trustees and each Holder of a
Security shall be entitled to the benefits of Trust Indenture Legislation. 

	Section 1.11 	Governing Law 


This Indenture and the Securities and coupons shall be governed
by and construed in accordance with the law of the State of New York, but
without giving effect to applicable principles of conflicts of law to the extent
that the application of the law of another jurisdiction would be required
thereby. Each Trustee and the Company agrees to comply with all provisions of
Trust Indenture Legislation applicable to or binding upon it in connection with
this Indenture and any action to be taken hereunder. This Indenture is subject
to the provisions of the Trust Indenture Act that are required to be part of
this Indenture and shall, to the extent applicable, be governed by such
provisions. Notwithstanding the preceding sentence, the exercise, performance or
discharge by the Canadian Trustee of any of its rights, powers, duties or
responsibilities hereunder shall be construed in accordance with the laws of the
Province of Ontario and the federal laws of Canada applicable thereto. 

- 18 - 




	 	 
	Section 1.12 	Legal Holidays 


In any case where any Interest Payment Date, Redemption Date,
sinking fund payment date or Stated Maturity or Maturity of any Security shall
not be a Business Day at any Place of Payment or other location contemplated
hereunder, then (notwithstanding any other provision of this Indenture or of any
Security or coupon other than a provision in the Securities of any series which
specifically states that such provision shall apply in lieu of this Section),
payment of principal (or premium, if any) or interest, if any, need not be made
at such Place of Payment or other location contemplated hereunder on such date,
but may be made on the next succeeding Business Day at such Place of Payment or
other location contemplated hereunder with the same force and effect as if made
on the Interest Payment Date or Redemption Date or sinking fund payment date, or
at the Stated Maturity or Maturity; provided that no interest shall accrue for
the period from and after such Interest Payment Date, Redemption Date, sinking
fund payment date, Stated Maturity or Maturity, as the case may be. 

	Section 1.13 	Agent for Service; Submission to
      Jurisdiction; Waiver of Immunities 


By the execution and delivery of this Indenture, the Company
(i) acknowledges that it has irrevocably designated and appointed
[_______________], as its authorized agent upon which process may be served in
any suit or proceeding arising out of or relating to the Securities or this
Indenture that may be instituted in any federal or New York State court located
in The Borough of Manhattan, The City of New York, or brought by the Trustees
(whether in their individual capacity or in their capacity as Trustees
hereunder), (ii) submits to the non-exclusive jurisdiction of any such court in
any such suit or proceeding, and (iii) agrees that service of process upon
[_______________] and written notice of said service to the Company (mailed or
delivered to the Company, attention: [_______________], as specified in Section
1.05 hereof), shall be deemed in every respect effective service of process upon
the Company in any such suit or proceeding. The Company further agrees to take
any and all action, including the execution and filing of any and all such
documents and instruments, as may be necessary to continue such designation and
appointment of [___________________] in full force and effect so long as this
Indenture shall be in full force and effect. 

To the extent that the Company has or hereafter may acquire any
immunity from jurisdiction of any court or from any legal process (whether
through service of notice, attachment prior to judgment, attachment in aid of
execution, execution or otherwise) with respect to itself or its property, the
Company hereby irrevocably waives such immunity in respect of its obligations
under this Indenture and the Securities, to the extent permitted by law. 

- 19 - 




The Company irrevocably and unconditionally waives, to the
fullest extent permitted by law, any objection that it may now or hereafter have
to the laying of venue of any such action, suit or proceeding arising out of or
relating to this Indenture or the Securities in any federal or state court in
the State of New York, The Borough of Manhattan. Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such action or proceeding in any
such court. 

	Section 1.14 	Conversion of Currency



(a) The Company covenants and agrees that the following
provisions shall apply to conversion of currency in the case of the Securities
and this Indenture: 

	 	(i) 	
      If for the purposes of obtaining judgment in, or
      enforcing the judgment of, any court in any country, it becomes necessary
      to convert into a currency (the “Judgment Currency”) an amount due or
      contingently due in any other currency under the Securities of any series
      and this Indenture (the “Base Currency”), then the conversion shall be
      made at the rate of exchange prevailing on the Business Day before the day
      on which a final judgment is given or the order of enforcement is made, as
      the case may be (unless a court shall otherwise determine).

	 	 	 
	 	(ii) 	
      If there is a change in the rate of exchange prevailing
      between the Business Day before the day on which the judgment referred to
      in (i) above is given or an order of enforcement is made, as the case may
      be (or such other date as a court shall determine), and the date of
      receipt of the amount due, the Company shall pay such additional (or, as
      the case may be, such lesser) amount, if any, as may be necessary so that
      the amount paid in the Judgment Currency when converted at the rate of
      exchange prevailing on the date of receipt will produce the amount in the
      Base Currency originally due.



(b) In the event of the winding-up of the Company at any time
while any amount or damages owing under the Securities and this Indenture, or
any judgment or order rendered in respect thereof, shall remain outstanding, the
Company shall indemnify and hold the Holders and the Trustees harmless against
any deficiency arising or resulting from any variation in rates of exchange
between (1) the date as of which the equivalent of the amount in the Base
Currency due or contingently due under the Securities and this Indenture (other
than under this Subsection (b)) is calculated for the purposes of such
winding-up, and (2) the final date for the filing of proofs of claim in such
winding-up. For the purpose of this Subsection (b) the final date for the filing
of proofs of claim in the winding-up of the Company shall be the date fixed by
the liquidator or otherwise in accordance with the relevant provisions of
applicable law as being the latest practicable date as at which liabilities of
the Company may be ascertained for such winding-up prior to payment by the
liquidator or otherwise in respect thereto. 

- 20 - 




(c) The obligations contained in Subsections (a)(ii) and (b) of
this Section shall constitute separate and independent obligations of the
Company from its other obligations under the Securities and this Indenture,
shall give rise to separate and independent causes of action against the
Company, shall apply irrespective of any waiver or extension granted by any
Holder or the Trustees or either of them from time to time and shall continue in
full force and effect notwithstanding any judgment or order or the filing of any
proof of claim in the winding-up of the Company for a liquidated sum in respect
of amounts due hereunder (other than under Subsection (b) above) or under any
such judgment or order. Any such deficiency as aforesaid shall be deemed to
constitute a loss suffered by the Holders or the Trustees, as the case may be,
and no proof or evidence of any actual loss shall be required by the Company or
its liquidator. In the case of Subsection (b) above, the amount of such
deficiency shall not be deemed to be increased or reduced by any variation in
rates of exchange occurring between the said final date and the date of any
liquidating distribution. 

The term “rate(s) of exchange” shall mean the rate of exchange
quoted by a Canadian chartered bank as may be designated in writing by the
Company to the Trustees from time to time, at its central foreign exchange desk
in its main office in Toronto at 12:00 noon (Toronto time) on the relevant date
for purchases of the Base Currency with the Judgment Currency and includes any
premiums and costs of exchange payable. The Trustees shall have no duty or
liability with respect to monitoring or enforcing this Section. 

	Section 1.15 	Currency Equivalent 


Except as otherwise provided in this Indenture, for purposes of
the construction of the terms of this Indenture or of the Securities, in the
event that any amount is stated herein in the Currency of one nation (the “First
Currency”), as of any date such amount shall also be deemed to represent the
amount in the Currency of any other relevant nation (the “Other Currency”) which
is required to purchase such amount in the First Currency at the Bank of Canada
noon rate as reported by Telerate on screen 3194 (or such other means of
reporting the Bank of Canada noon rate as may be agreed upon by each of the
parties to this Indenture) on the date of determination. 

	Section 1.16 	Conflict with Trust Indenture
      Legislation 


If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with any mandatory requirement of Trust Indenture
Legislation, such mandatory requirement shall control. If and to the extent that
any provision hereof limits, qualifies or conflicts with the duties imposed by
any of Sections 310 to 318, inclusive, of the Trust Indenture Act, through
operation of Section 318(c) thereof, such duties shall control. 

- 21 - 





	Section 1.17 	Incorporators, Shareholders, Officers and
      Directors of the Company Exempt from Individual Liability
  


No recourse under or upon any obligation, covenant or agreement
contained in this Indenture, or in any Security, or because of any indebtedness
evidenced thereby, shall be had against any incorporator, as such, or against
any past, present or future shareholder, officer or director, as such, of the
Company or of any successor, either directly or through the Company or any
successor, under any rule of law, statute or constitutional provision or by the
enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance of the Securities by the Holders and as part of the consideration for
the issue of the Securities. 

ARTICLE TWO 
SECURITIES FORMS 

	Section 2.01 	Forms Generally 


The Registered Securities, if any, of each series and the
Bearer Securities, if any, of each series and related coupons shall be in
substantially the forms as shall be established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon
as may be required to comply with the rules of any securities exchange or as
may, consistently herewith, be determined by the officers executing such
Securities or coupons, as evidenced by their execution of the Securities or
coupons. If the forms of Securities or coupons of any series are established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Corporate Secretary or the Chief Financial
Officer of the Company and delivered to the Trustees at or prior to the delivery
of the Company Order contemplated by Section 3.03 for the authentication and
delivery of such Securities or coupons. Any portion of the text of any Security
may be set forth on the reverse thereof, with an appropriate reference thereto
on the face of the Security. 

Unless otherwise specified as contemplated by Section 3.01,
Bearer Securities shall have interest coupons attached. 

Either Trustee’s certificate of authentication on all
Securities shall be in substantially the form set forth in this Article. 

The definitive Securities and coupons shall be printed,
lithographed or engraved on steel-engraved borders or may be produced in any
other manner, all as determined by the officers of the Company executing such
Securities, as evidenced by their execution of such Securities or coupons. 

- 22 - 





	Section 2.02 	Form of Trustee’s Certificate of
      Authentication 


Subject to Section 7.12, either Trustee’s certificate of
authentication shall be in substantially the following form: 

TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

(Certificate of Authentication may be executed by either
Trustee) 

Dated: ____________


[_______________], as U.S. Trustee, certifies that this is one
of the Securities of the series designated therein referred to in the
within-mentioned Indenture. 

[_______________], 
as U.S. Trustee


By:
___________________________
             
Authorized Officer 

Dated: ____________

[_______________], as Canadian Trustee, certifies that this is
one of the Securities of the series designated therein referred to in the
within-mentioned Indenture. 

[___________________], as Canadian
Trustee 

By:
___________________________
             
Authorized Officer 

	Section 2.03 	Securities Issuable in Global Form
  


If Securities of or within a series are issuable in global
form, as specified and contemplated by Section 3.01, then, notwithstanding
clause (10) of Section 3.01, any such Security shall represent such of the
Outstanding Securities of such series as shall be specified therein and may
provide that it shall represent the aggregate amount of Outstanding Securities
of such series from time to time endorsed thereon and that the aggregate amount
of Outstanding Securities of such series represented thereby may from time to
time be increased or decreased to reflect exchanges. Any endorsement of a
Security in global form to reflect the amount, or any increase or decrease in
the amount, of Outstanding Securities represented thereby shall be made by the
Trustees in such manner and upon instructions given by such Person or Persons as
shall be specified therein or in the Company Order to be delivered to the
Trustees pursuant to Section 3.03 or Section 3.04. Subject to the provisions of
Section 3.03 and, if applicable, Section 3.04, the Trustees shall deliver and
redeliver any Security in permanent global form in the manner and upon
instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 3.03 or Section
3.04 has been, or simultaneously is, delivered, any instructions by the Company
with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but
need not comply with Section 1.02 and need not be accompanied by an Opinion of
Counsel. 

- 23 - 




The provisions of the last sentence of Section 3.03 shall apply
to any Security represented by a Security in global form if such Security was
never issued and sold by the Company and the Company delivers to the Trustees
the Security in global form together with written instructions (which need not
comply with Section 1.02 and need not be accompanied by an Opinion of Counsel)
with regard to the reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of Section 3.03. 

Notwithstanding the provisions of Section 3.07, unless
otherwise specified as contemplated by Section 3.01, payment of principal of
(and premium, if any) and interest, if any, on any Security in permanent global
form shall be made to the Person or Persons specified therein. 

Notwithstanding the provisions of Section 3.08 and except as
provided in the preceding paragraph, the Company, the Trustees and any agent of
the Company and the Trustees shall treat as the Holder of such principal amount
of Outstanding Securities represented by a permanent global Security (i) in the
case of a permanent global Security in registered form, the Holder of such
permanent global Security in registered form, or (ii) in the case of a permanent
global Security in bearer form, the Depositary. 

ARTICLE THREE 
THE SECURITIES 

	Section 3.01 	Issuable in Series 


The aggregate principal amount of Securities that may be
authenticated and delivered under this Indenture is unlimited. The Securities
may be issued in one or more series and may be denominated and payable in
Dollars or any Foreign Currency. There shall be established in one or more Board
Resolutions or pursuant to authority granted by one or more Board Resolutions
and, subject to Section 3.03, set forth in, or determined in the manner provided
in, an Officers’ Certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any series, any or
all of the following, as applicable (each of which (except for the matters set
forth in clauses (1), (2) and (19) below), if so provided, may be determined
from time to time by the Company with respect to unissued Securities of the
series and set forth in such Securities of the series when issued from time to
time): 

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

	 	 	 
	 	(2) 	
      the aggregate principal amount of the Securities of the
      series that may be authenticated and delivered under this Indenture
      (except for Securities authenticated and delivered upon registration of
      transfer (including any restriction or condition on the transferability of
      the Securities of such series) of, or in exchange for, or in lieu of,
      other Securities of the series pursuant to Section 3.04, Section 3.05,
      Section 3.06, Section 10.06, Section 12.07 or Section
  14.05);



- 24 - 





	 	(3) 	
      the extent and manner, if any, to which payment on or in
      respect of the Securities of the series will be senior or will be
      subordinated to the prior payment of other liabilities and obligations of
      the Company, and whether the payment of principal, premium, if any, and
      interest, if any, will be guaranteed by any other Person (including
      provisions relating to seniority, subordination and the release or the
      guarantors), and any additions or changes to permit or facilitate
      guarantees of such Securities;

	 	 	 
	 	(4) 	
      the date or dates, or the method by which such date or
      dates will be determined or extended, on which the Securities of the
      series may be issued and the date, or dates, or the method by which such
      date or dates will be determined or extended, on which the principal of
      the Securities of the series is payable;

	 	 	 
	 	(5) 	
      the rate or rates at which the Securities of the series
      shall bear interest (whether fixed or variable), if any, or the method by
      which such rate or rates shall be determined, whether such interest shall
      be payable in cash or additional Securities of the same series or shall
      acure and increase the aggregate principal aount outstanding of such
      series (including if such Securities were originally issued at a
      discount), the date or dates from which such interest shall accrue, or the
      method by which such date or dates shall be determined, the Interest
      Payment Dates on which such interest shall be payable and the Regular
      Record Date, if any, for the interest payable on any Registered Security
      on any Interest Payment Date, or the method by which such date or dates
      shall be determined, and the basis upon which interest shall be calculated
      if other than on the basis of a 360-day year of 12 30-day
months;

	 	 	 
	 	(6) 	
      if the Securities do not bear interest, the dates on
      which the Company will furnish to the Trustee the names and addresses of
      the Holders of Securities;

	 	 	 
	 	(7) 	
      the place or places, if any, other than or in addition to
      The Borough of Manhattan, The City of New York, where the principal of
      (and premium, if any) and interest, if any, on Securities of the series
      shall be payable, where any Registered Securities of the series may be
      surrendered for registration of transfer, where Securities of the series
      may be surrendered for exchange, where Securities of the series that are
      convertible or exchangeable may be surrendered for conversion or exchange,
      as applicable and, if different than the location specified in Section
      1.05, the place or places where notices or demands to or upon the Company
      in respect of the Securities of the series and this Indenture may be
      served;

	 	 	 
	 	(5) 	
      the period or periods within which, the date or dates on
      which, the price or prices at which, and other terms and conditions upon
      which Securities of the series may be redeemed, in whole or in part, at
      the option of the Company, if the Company is to have that
option;

	 	 	 
	 	(6) 	
      the obligation, if any, of the Company to redeem, repay
      or purchase Securities of the series pursuant to any sinking fund,
      amortization or analogous provision or at the option of a Holder thereof,
      and the period or periods within which, the price
or prices at which, the Currency in which, and other terms
      and conditions upon which Securities of the series shall be redeemed,
      repaid or purchased, in whole or in part, pursuant to such
    obligation;



- 25 - 





	 	(7) 	
      if other than denominations of $1,000 and any integral
      multiple thereof, the denomination or denominations in which any
      Registered Securities of the series shall be issuable and, if other than
      denominations of $5,000, the denomination or denominations in which any
      Bearer Securities of the series shall be issuable;

	 	 	 
	 	(8) 	
      if other than the Trustees, the identity of each Security
      Registrar and/or Paying Agent, as satisfactory to the Trustees;

	 	 	 
	 	(9) 	
      if other than the principal amount thereof, the portion
      of the principal amount of Securities of the series that shall be payable
      upon declaration of acceleration of the Maturity thereof pursuant to
      Section 6.02 or the method by which such portion shall be
    determined;

	 	 	 
	 	(10) 	
      if other than Dollars, the Currency in which payment of
      the principal of (or premium, if any) or interest, if any, on the
      Securities of the series shall be payable or in which the Securities of
      the series shall be denominated and the particular provisions applicable
      thereto in accordance with, in addition to or in lieu of any of the
      provisions of Section 3.11;

	 	 	 
	 	(11) 	
      whether the amount of payments of principal of (or
      premium, if any) or interest, if any, on the Securities of the series may
      be determined with reference to an index, formula or other method (which
      index, formula or method may be based, without limitation, on one or more
      Currencies, commodities, equity indices or other indices), and the manner
      in which such amounts shall be determined;

	 	 	 
	 	(12) 	
      whether the principal of (or premium, if any) or
      interest, if any, on the Securities of the series are to be payable, at
      the election of the Company or a Holder thereof, in a Currency other than
      that in which such Securities are denominated or stated to be payable, the
      period or periods within which (including the Election Date), and the
      terms and conditions upon which, such election may be made, and the time
      and manner of determining the exchange rate between the Currency in which
      such Securities are denominated or stated to be payable and the Currency
      in which such Securities are to be so payable, in each case in accordance
      with, in addition to or in lieu of any of the provisions of Section
      3.11;

	 	 	 
	 	(13) 	
      the designation of the initial Exchange Rate Agent, if
      any;

	 	 	 
	 	(14) 	
      the applicability, if any, of Section 15.02 and/or
      Section 15.03 to the Securities of the series and any provisions in
      modification of, in addition to or in lieu of any of the provisions of
      Article Fifteen that shall be applicable to the Securities of the
      series;

	 	 	 
	 	(15) 	
      provisions, if any, granting special rights to the
      Holders of Securities of the series upon the occurrence of such events as
      may be specified;



- 26 - 





	 	(16) 	
      any deletions from, modifications of or additions to the
      Events of Default or covenants (including any deletions from,
      modifications of or additions to Section 11.08) of the Company with
      respect to Securities of the series, whether or not such Events of Default
      or covenants are consistent with the Events of Default or covenants set
      forth herein;

	 	 	 
	 	(17) 	
      whether Securities of the series are to be issuable as
      Registered Securities, Bearer Securities (with or without coupons) or
      both, any restrictions applicable to the offer, sale or delivery of Bearer
      Securities, whether any Securities of the series are to be issuable
      initially in temporary global form and whether any Securities of the
      series are to be issuable in permanent global form with or without coupons
      and, if so, whether beneficial owners of interests in any such permanent
      global Security may exchange such interests for Securities of such series
      and of like tenor of any authorized form and denomination and the
      circumstances under which any such exchanges may occur, if other than in
      the manner provided in Section 3.05, whether Registered Securities of the
      series may be exchanged for Bearer Securities of the series (if permitted
      by applicable laws and regulations), whether Bearer Securities of the
      series may be exchanged for Registered Securities of such series, and the
      circumstances under which and the place or places where any such exchanges
      may be made and, if Securities of the series are to be issuable in global
      form, the identity of any initial depositary therefor;

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

	 	 	 
	 	(19) 	
      the Person to whom any interest on any Registered
      Security of the series shall be payable, if other than the Person in whose
      name that Security (or one or more Predecessor Securities) is registered
      at the close of business on the Regular Record Date for such interest, the
      manner in which, or the Person to whom, any interest on any Bearer
      Security of the series shall be payable, if otherwise than upon
      presentation and surrender of the coupons appertaining thereto as they
      severally mature, and the extent to which, or the manner in which, any
      interest payable on a temporary global Security on an Interest Payment
      Date will be paid if other than in the manner provided in Section
    3.04;

	 	 	 
	 	(20) 	
      if Securities of the series are to be issuable in
      definitive form (whether upon original issue or upon exchange of a
      temporary Security of such series) only upon receipt of certain
      certificates or other documents or satisfaction of other conditions, the
      form and/or terms of such certificates, documents or conditions;

	 	 	 
	 	(21) 	
      if the Securities of the series are to be issued upon the
      exercise of warrants or subscription receipts, the time, manner and place
      for such Securities to be authenticated and
delivered;



- 27 - 





	 	(22) 	
      whether and under what circumstances the Company will pay
      Additional Amounts as contemplated by Section 11.05 on the Securities of
      the series to any Holder which is not a United States person (including
      any modification to the definition of such term) in respect of any tax,
      assessment or governmental charge and, if so, whether the Company will
      have the option to redeem such Securities rather than pay such Additional
      Amounts (and the terms of any such option);

	 	 	 
	 	(23) 	
      if the Securities of the series are to be convertible
      into or exchangeable for any securities or property of any Person
      (including the Company), the terms and conditions upon which such
      Securities will be so convertible or exchangeable, and any additions or
      changes to permit or facilitate such conversion or exchange;

	 	 	 
	 	(24) 	
      the applicability, if any, of Section 11.05 and Section
      12.08 to such Securities;

	 	 	 
	 	(25) 	
      if other than The Depositary Trust Company, the Person
      designated as the Depositary with respect to the Securities of such
      series;

	 	 	 
	 	(26) 	
      provisions as to modification, amendment or variation of
      any rights or terms attaching to the Securities;

	 	 	 
	 	(30) 	
      whether the Securities will be secured or unsecured;
      and

	 	 	 
	 	(27) 	
      any other terms, conditions, rights and preferences (or
      limitations on such rights and preferences) relating to the series (which
      terms shall not be inconsistent with the requirements of Trust Indenture
      Legislation or the provisions of this Indenture).



All Securities of any one series and the coupons appertaining
to any Bearer Securities of such series shall be substantially identical except,
in the case of Registered Securities, as to denomination and except as may
otherwise be provided in or pursuant to such Board Resolution (subject to
Section 3.03) and set forth in such Officers’ Certificate or in any such
indenture supplemental hereto. Not all Securities of any one series need be
issued at the same time, and, unless otherwise provided, a series may be
reopened for issuances of additional Securities of such series. 

If any of the terms of the series are established by action
taken pursuant to one or more Board Resolutions, such Board Resolutions shall be
delivered to the Trustees at or prior to the delivery of the Officers’
Certificate setting forth the terms of the series. 

	Section 3.02 	Denominations 


The Securities of each series shall be issuable in such
denominations as shall be specified as contemplated by Section 3.01. With
respect to Securities of any series denominated in Dollars, in the absence of
any such provisions, the Registered Securities of such series, other than
Registered Securities issued in global form (which may be of any denomination),
shall be issuable in denominations of $1,000 and any integral multiple thereof
and the Bearer Securities of such series, other than the Bearer Securities
issued in global form (which may be of any denomination), shall be issuable in a
denomination of $5,000 and any integral multiples thereof. 

- 28 - 





	Section 3.03 	Execution, Authentication, Delivery and
      Dating 


The Securities and any coupons appertaining thereto shall be
executed on behalf of the Company by its President, Chief Executive Officer,
Chief Operating Officer or Chief Financial Officer. The signature of any of
these officers on the Securities or coupons may be the manual or facsimile
signatures of the present or any future such authorized officer and may be
imprinted or otherwise reproduced on the Securities. 

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

At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series
together with any coupon appertaining thereto, executed by the Company to the
applicable Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the applicable Trustee in
accordance with such Company Order shall authenticate and deliver such
Securities; provided, however, that, in connection with its
original issuance, no Bearer Security shall be mailed or otherwise delivered to
any location in the United States; and provided further that,
unless otherwise specified with respect to any series of Securities pursuant to
Section 3.01, a Bearer Security may be delivered in connection with its original
issuance only if the Person entitled to receive such Bearer Security shall have
furnished a certificate in the form set forth in Exhibit A-1 to this Indenture,
dated no earlier than 15 days prior to the earlier of the date on which such
Bearer Security is delivered and the date on which any temporary Security first
becomes exchangeable for such Bearer Security in accordance with the terms of
such temporary Security and this Indenture. If any Security shall be represented
by a permanent global Bearer Security, then, for purposes of this Section and
Section 3.04, the notation of a beneficial owner’s interest therein upon
original issuance of such Security or upon exchange of a portion of a temporary
global Security shall be deemed to be delivery in connection with its original
issuance of such beneficial owner’s interest in such permanent global Security.
Except as permitted by Section 3.06, the Trustees shall not authenticate and
deliver any Bearer Security unless all appurtenant coupons for interest then
matured have been detached and cancelled. If not all the Securities of any
series are to be issued at one time and if the Board Resolution or supplemental
indenture establishing such series shall so permit, such Company Order may set
forth procedures acceptable to the Trustees for the issuance of such Securities
and determining terms of particular Securities of such series such as interest
rate, stated maturity, date of issuance and date from which interest shall
accrue. 

In authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustees shall be entitled to receive, and (subject to Trust Indenture
Legislation and TIA Sections 315(a) through 315(d)) shall be fully protected in
relying upon, an Opinion of Counsel stating: 

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

- 29 - 




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

(c) that such Securities, together with any coupons
appertaining thereto, when completed by appropriate insertions and executed and
delivered by the Company to the Trustees for authentication in accordance with
this Indenture, authenticated and delivered by the Trustees, or either of them,
in accordance with this Indenture and issued by the Company in the manner and
subject to any conditions specified in such Opinion of Counsel, will constitute
the legal, valid and binding obligations of the Company, enforceable in
accordance with their terms, subject to applicable bankruptcy, insolvency,
reorganization and other similar laws of general applicability relating to or
affecting the enforcement of creditors’ rights and to general equitable
principles and to such other qualifications as such counsel shall conclude do
not materially affect the rights of Holders of such Securities and any coupons;


(d) that all laws and requirements in respect of the execution
and delivery by the Company of such Securities, any coupons and of the
supplemental indentures, if any, have been complied with and that authentication
and delivery of such Securities and any coupons and the execution and delivery
of the supplemental indentures, if any, by the Trustees will not violate the
terms of the Indenture; 

(e) that the Company has the corporate power to issue such
Securities and any coupons, and has duly taken all necessary corporate action
with respect to such issuance; and 

(f) that the issuance of such Securities and any coupons will
not contravene the articles of incorporation or continuance, or such other
constating documents then in effect, if any, or by-laws of the Company or result
in any violation of any of the terms or provisions of any law or regulation or
of any indenture, mortgage or other agreement known to such Counsel by which the
Company is bound. 

Notwithstanding the provisions of Section 3.01 and of the
preceding two paragraphs, if not all the Securities of any series are to be
issued at one time, it shall not be necessary to deliver the Officers’
Certificate otherwise required pursuant to Section 3.01 or the Company Order and
Opinion of Counsel otherwise required pursuant to the preceding two paragraphs
prior to or at the time of issuance of each Security, but such documents shall
be delivered prior to or at the time of issuance of the first Security of such
series. 

The Trustees shall not be required to authenticate and deliver
any such Securities if the issue of such Securities pursuant to this Indenture
will affect the Trustees’ own rights, duties or immunities under the Securities
and this Indenture or otherwise in a manner which is not reasonably acceptable
to the Trustees. 

Each Registered Security shall be dated the date of its
authentication and each Bearer Security shall be dated as of the date specified
as contemplated by Section 3.01. 

No Security or coupon shall entitle a Holder to any benefit
under this Indenture or be valid or obligatory for any purpose unless there
appears on such Security a certificate of authentication substantially in the
form provided for herein duly executed by the U.S. Trustee or by the Canadian
Trustee by manual signature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder
and is entitled to the benefits of this Indenture. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustees for cancellation as provided in Section 3.09 together
with a written statement (which need not comply with Section 1.02 and need not
be accompanied by an Opinion of Counsel) stating that such Security has never
been issued and sold by the Company, for all purposes of this Indenture such
Security shall be deemed never to have been authenticated and delivered
hereunder and shall never entitle a Holder to the benefits of this Indenture.


- 30 - 




	 	 
	Section 3.04 	Temporary Securities



Pending the preparation of definitive Securities of any series,
the Company may execute, and upon Company Order, the Trustees, or either of
them, shall authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of
which they are issued, in registered form or, if authorized, in bearer form with
one or more coupons or without coupons, and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such
Securities may determine, as conclusively evidenced by their execution of such
Securities. Such temporary Securities may be in global form. 

Except in the case of temporary Securities in global form
(which shall be exchanged in accordance with the provisions of the following
paragraphs), if temporary Securities of any series are issued, the Company will
cause definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for that
series, without charge to the Holder. Notwithstanding that procedure, Canadian
Securities issued in temporary form must be returned to the Canadian Trustee for
cancellation. Upon surrender for cancellation of any one or more temporary
Securities of any series (accompanied by any unmatured coupons appertaining
thereto), the Company shall execute and either Trustee shall authenticate and
deliver in exchange therefor a like principal amount of definitive Securities of
the same series of authorized denominations; provided, however,
that no definitive Bearer Security shall be delivered in exchange for a
temporary Registered Security; and provided further that a
definitive Bearer Security shall be delivered in exchange for a temporary Bearer
Security only in compliance with the conditions set forth in Section 3.03. Until
so exchanged the temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of
such series. 

If temporary Securities of any series are issued in global
form, any such temporary global Security shall, unless otherwise provided
therein, be delivered to the office of a depositary or common depositary (the
“Common Depositary”) or the Depositary, as applicable, for credit to the
respective accounts of the beneficial owners of such Securities (or to such
other accounts as they may direct). 

- 31 - 




Without unnecessary delay but in any event not later than the
date specified in, or determined pursuant to the terms of, any such temporary
global Security (the “Exchange Date”), the Company shall deliver to the Trustees
definitive Securities, in aggregate principal amount equal to the principal
amount of such temporary global Security, executed by the Company. On or after
the Exchange Date such temporary global Security shall be surrendered by the
Common Depositary to the Trustees, as the Company’s agent for such purpose, to
be exchanged, in whole or from time to time in part, for definitive Securities
without charge and either Trustee shall authenticate and deliver, in exchange
for each portion of such temporary global Security, an equal aggregate principal
amount of definitive Securities of the same series of authorized denominations
and of like tenor as the portion of such temporary global Security to be
exchanged. The definitive Securities to be delivered in exchange for any such
temporary global Security shall be in bearer form, registered form, permanent
global bearer form or permanent global registered form, or any combination
thereof, as specified as contemplated by Section 3.01, and, if any combination
thereof is so specified, as requested by the beneficial owner thereof;
provided, however, that, unless otherwise specified in such
temporary global Security, upon such presentation by the Common Depositary, such
temporary global Security is accompanied by a certificate dated the Exchange
Date or a subsequent date and signed by the Depositary as to the portion of such
temporary global Security held for its account then to be exchanged and a
certificate dated the Exchange Date or a subsequent date, each in the form set
forth in Exhibit A-2 to this Indenture (or in such other form as may be
established pursuant to Section 3.01); and provided further that
definitive Bearer Securities shall be delivered in exchange for a portion of a
temporary global Security only in compliance with the requirements of Section
3.03. 

Unless otherwise specified in such temporary global Security,
the interest of a beneficial owner of Securities of a series in a temporary
global Security shall be exchanged for definitive Securities of the same series
and of like tenor following the Exchange Date when the account holder instructs
the Depositary to request such exchange on his behalf and delivers to the
Depositary a certificate in the form set forth in Exhibit A-1 to this Indenture
(or in such other form as may be established pursuant to Section 3.01), dated no
earlier than 15 days prior to the Exchange Date, copies of which certificate
shall be available from the offices of the Depositary, the Trustees, any
Authenticating Agent appointed for such series of Securities and each Paying
Agent. Unless otherwise specified in such temporary global Security, any such
exchange shall be made free of charge to the beneficial owners of such temporary
global Security, except that a Person receiving definitive Securities must bear
the cost of insurance, postage, transportation and the like in the event that
such Person does not take delivery of such definitive Securities in person at
the offices of the Depositary. Definitive Securities in bearer form to be
delivered in exchange for any portion of a temporary global Security shall be
delivered only outside the United States. 

Until exchanged in full as hereinabove provided, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of the same series and of like
tenor authenticated and delivered hereunder, except that, unless otherwise
specified as contemplated by Section 3.01, interest payable on a temporary
global Security on an Interest Payment Date for Securities of such series
occurring prior to the applicable Exchange Date shall be payable to the
Depositary on such Interest Payment Date upon delivery by the Depositary to the
Trustees of a certificate or certificates in the form set forth in Exhibit A-2
to this Indenture (or in such other form as may be established pursuant to
Section 3.01), for credit without further interest thereon on or after
such Interest Payment Date to the respective accounts of the Persons who are the
beneficial owners of such temporary global Security on such Interest Payment
Date and who have each delivered to the Depositary a certificate dated no
earlier than 15 days prior to the Interest Payment Date occurring prior to such
Exchange Date in the form set forth in Exhibit A-1 to this Indenture (or in such
other form as may be established pursuant to Section 3.01) . Notwithstanding
anything to the contrary herein contained, the certifications made pursuant to
this paragraph shall satisfy the certification requirements of the preceding two
paragraphs of this Section and of the third paragraph of Section 3.03 of this
Indenture and the interests of the Persons who are the beneficial owners of the
temporary global Security with respect to which such certification was made will
be exchanged for definitive Securities of the same series and of like tenor on
the Exchange Date or the date of certification if such date occurs after the
Exchange Date, without further act or deed by such beneficial owners. Except as
otherwise provided in this paragraph, no payments of principal (or premium, if
any) or interest, if any, owing with respect to a beneficial interest in a
temporary global Security will be made unless and until such interest in such
temporary global Security shall have been exchanged for an interest in a
definitive Security. Any interest so received by the Depositary and not
paid as herein provided shall be returned to the Trustees immediately prior to
the expiration of two years after such Interest Payment Date in order to be
repaid to the Company in accordance with Section 11.03. 

- 32 - 




	 	 
	Section 3.05 	Registration, Registration of Transfer and
      Exchange 


So long as required by Trust Indenture Legislation, the Company
shall cause to be kept at the Corporate Trust Offices of the Trustees a register
for each series of Securities(the registers maintained in the Corporate Trust
Offices of the Trustees and in any other office or agency of the Company in a
Place of Payment being herein sometimes collectively referred to as the “Central
Register”) in which, subject to such reasonable regulations as it may prescribe,
the Company shall provide for the registration of the Holders of Registered
Securities and of transfers of Registered Securities. The Central Register shall
be in written form or any other form capable of being converted into written
form within a reasonable time. At all reasonable times, the Central Register
shall be open to inspection by the Trustee. The Company will cause the
particulars of each such issue, exchange or transfer of Securities to be
recorded in the Central Register. The Company hereby appoints the Canadian
Trustee as the Central Registrar and Transfer Agent for the Canadian Securities
and the U.S. Trustee as the Central Registrar and Transfer Agent for the U.S.
Securities (collectively, the “Central Securities Registrars”). There shall be
two such Central Registers, one for U.S. Securities and one for Canadian
Securities. If permitted by Trust Indenture Legislation, the Company may appoint
a Person other than the Company or a trust corporation registered under the
Trust and Loan Companies Act, S.C. 1991, c. 45 as the Central Securities
Registrar; provided that, no such removal or replacement shall be effective
until a successor Central Security Registrar with respect to such series of
Registered Securities shall have been appointed by the Company and shall have
accepted such appointment by the Company. In the event that the Trustees shall
not be or shall cease to be the Central Securities Registrar with respect to a
series of Securities, it shall have the right to examine the Central Register
for such series at all reasonable times. There shall be only one Central
Securities Register for such series of Securities. 

- 33 - 




The Company may, subject to the consent of the Appropriate
Trustee, also cause to be maintained a branch register (a “Branch Register”) or
Branch Registers of Holders of Securities in accordance with Section 11.02 in
the same manner and containing the same information with respect to each entry
contained therein as contained in the Central Register. A copy of every entry in
a Branch Register shall, promptly after the entry is made, be transmitted to the
Central Security Registrar. If there is a conflict between the information
contained in the Central Register and the information contained in the Branch
Register, the information contained in the Central Register shall prevail. The
Central Register together with each Branch Register are collectively referred to
herein as the “Security Register”. At all reasonable times, the Security
Register shall be open to inspection by the Trustees. The Company may appoint
from time to time one or more branch security registrars (“Branch Security
Registrars”) and may from time to time rescind any such appointment. The Central
Security Registrar together with each Branch Security Registrar are collectively
referred to herein as the “Security Registrar”. 

Upon surrender for registration of transfer of any Registered
Security of any series at the office or agency in a Place of Payment for that
series, the Company shall execute, and the Appropriate Trustee shall
authenticate and deliver, in the name of the designated transferee, one or more
new Registered Securities of the same series, of any authorized denominations
and of a like aggregate principal amount and tenor. 

For Canadian Securities, the Security must be duly endorsed for
transfer or in a duly endorsed transferable form as applicable and must comply
with the current industry practice in accordance with the Securities Transfer
Association of Canada. 

At the option of the Holder, Registered Securities of any
series may be exchanged for other Registered Securities of the same series, of
any authorized denomination and of a like aggregate principal amount, upon
surrender of the Registered Securities to be exchanged at such office or agency.
Whenever any Registered Securities are so surrendered for exchange, the Company
shall execute, and the Appropriate Trustee shall authenticate and deliver, the
Registered Securities which the Holder making the exchange is entitled to
receive. Unless otherwise specified with respect to any series of Securities as
contemplated by Section 3.01, Bearer Securities may not be issued in exchange
for Registered Securities. The Appropriate Trustee shall update the Register,
or, if the Appropriate Trustee is not the Authenticating Agent, the Appropriate
Trustee shall immediately provide a copy of the newly Authenticated Security to
the Central Registrar so that the Register may be updated. 

If (but only if) expressly permitted in or pursuant to the
applicable Board Resolution and (subject to Section 3.03) set forth in the
applicable Officers’ Certificate, or in any indenture supplemental hereto,
delivered as contemplated by Section 3.01, at the option of the Holder, Bearer
Securities of any series may be exchanged for Registered Securities of the same
series of any authorized denomination and of a like aggregate principal amount
and tenor, upon surrender of the Bearer Securities to be exchanged at the office
of the Appropriate Trustee, with all unmatured coupons and all matured coupons
in default thereto appertaining. If the Holder of a Bearer Security is unable to
produce any such unmatured coupon or coupons or matured coupon or coupons in
default, any such permitted exchange may be effected if the Bearer Securities
are accompanied by payment in funds acceptable to the Company in an amount equal
to the face amount of such missing coupon or coupons, or the surrender of such
missing coupon or coupons may be waived by the Company and the Trustees if there is
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to any Paying Agent any such missing coupon in respect of which
such a payment shall have been made, such Holder shall be entitled to receive
the amount of such payment; provided, however, that, except as
otherwise provided in Section 11.02, interest represented by coupons shall be
payable only upon presentation and surrender of those coupons at an office or
agency located outside the United States. Notwithstanding the foregoing, in case
a Bearer Security of any series is surrendered at any such office or agency in a
permitted exchange for a Registered Security of the same series and like tenor
after the close of business at such office or agency on (i) any Regular Record
Date and before the opening of business at such office or agency on the relevant
Interest Payment Date, or (ii) any Special Record Date and before the opening of
business at such office or agency on the related proposed date for payment of
Defaulted Interest, such Bearer Security shall be surrendered without the coupon
relating to such Interest Payment Date or proposed date for payment, as the case
may be, and interest or Defaulted Interest, as the case may be, will not be
payable on such Interest Payment Date or proposed date for payment, as the case
may be, in respect of the Registered Security issued in exchange for such Bearer
Security, but will be payable only to the Holder of such coupon when due in
accordance with the provisions of this Indenture. 

- 34 - 




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

Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 3.01, any permanent global Security shall be
exchangeable only as provided in this paragraph. If any beneficial owner of an
interest in a permanent global Security is entitled to exchange such interest
for Securities of such series and of like tenor and principal amount of another
authorized form and denomination, as contemplated by Section 3.01 and provided
that any applicable notice provided in the permanent global Security shall have
been given to the Company, the Appropriate Trustee and the Common Depositary,
then without unnecessary delay but in any event not later than the earliest date
on which such interest may be so exchanged, the Company shall deliver to the
Appropriate Trustee definitive Securities in aggregate principal amount equal to
the principal amount of such beneficial owner’s interest in such permanent
global Security, executed by the Company. On or after the earliest date on which
such interests may be so exchanged, such permanent global Security shall be
surrendered by the Common Depositary or such other depositary as shall be
specified in the Company Order with respect thereto to the Appropriate Trustee,
as the Company’s agent for such purpose, to be exchanged in whole or from time
to time in part, for definitive Securities without charge, and the Appropriate
Trustee shall authenticate and deliver, in exchange for each portion of such
permanent global Security, an equal aggregate principal amount of definitive
Securities of the same series of authorized denominations and of like tenor as
the portion of such permanent global Security to be exchanged which, unless the
Securities of the series are not issuable both as Bearer Securities and as
Registered Securities, as specified as contemplated by Section 3.01, shall be in
the form of Bearer Securities or Registered Securities, or any combination
thereof, as shall be specified by the beneficial owner thereof. The Appropriate
Trustee shall promptly provide to the Common Depositary (or other applicable
Depositary) a replacement global Security in the aggregate principal amount of the global Security not being so exchanged.
The Appropriate Trustee shall note the exchange on the register for such
Securities. Notwithstanding the foregoing, no such exchanges may occur during a
period beginning at the opening of business 15 days before any selection of
Securities to be redeemed and ending on the relevant Redemption Date if the
Security for which exchange is requested may be among those selected for
redemption; and provided, further, that no Bearer Security delivered in exchange
for a portion of a permanent global Security shall be mailed or otherwise
delivered to any location in the United States. If a Registered Security is
issued in exchange for any portion of a permanent global Security after the
close of business at the office or agency where such exchange occurs on (i) any
Regular Record Date and before the opening of business at such office or agency
on the relevant Interest Payment Date, or (ii) any Special Record Date and
before the opening of business at such office or agency on the related proposed
date for payment of Defaulted Interest, interest or Defaulted Interest, as the
case may be, will not be payable on such Interest Payment Date or proposed date
for payment, as the case may be, in respect of such Registered Security, but
will be payable on such Interest Payment Date or proposed date for payment, as
the case may be, only to the Person to whom interest in respect of such portion
of such permanent global Security is payable in accordance with the provisions
of this Indenture. 

- 35 - 




Transfers of global Securities shall be limited to transfers in
whole, but not in part, to the Depositary, its successors or their respective
nominees. If at any time the Depositary of a series notifies the Company that it
is unwilling, unable or no longer qualifies to continue as Depositary of such
series or if at any time the Depositary for such series shall no longer be
registered or in good standing under the Exchange Act, or other applicable
statute or regulation, the Company shall appoint a successor depositary with
respect to the Securities for such series. If a successor to the Depositary is
not appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such condition, as the case may be, the Company’s
election pursuant to Section 3.01 shall no longer be effective with respect to
the Securities for such series and the Company will execute, and the Appropriate
Trustee, upon receipt of a Company Order for the authentication and delivery of
definitive Securities of such series, will authenticate and deliver Securities
of such series in definitive, registered form, in authorized denominations, and
in an aggregate principal amount equal to the principal amount of the global
Security or Securities representing such series in exchange for such global
Security or Securities. 

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

Interests of a beneficial owner in global Securities may also
be transferred or exchanged for definitive Securities if, after the occurrence
of an Event of Default with respect to such Securities, and while such Event of
Default is continuing, such owner notifies the Trustees in writing that it
wishes to receive a Security in definitive, registered form and provides to the
Trustees evidence reasonably satisfactory to the Trustees of its ownership
interest in such Securities. In such event the Company will execute, and the
Appropriate Trustee, upon receipt of a Company Order for the authentication and
delivery of definitive Securities of such series, will authenticate and deliver
Securities of such series in definitive, registered form, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of the global Security or Securities representing such series in exchange
for such global Security or Securities. 

- 36 - 




Upon the exchange of a global Security for Securities in
definitive registered form, such global Security shall be cancelled by the
Appropriate Trustee. Securities issued in exchange for a global Security
pursuant to this Section 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 Appropriate Trustee in writing. The Appropriate Trustee shall
deliver such Securities to the persons in whose names such Securities are so
registered. 

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

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

Any registration of transfer or exchange of Securities may be
subject to service charges by the Central Securities Registrar and the Company
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or
exchange of Securities, other than exchanges pursuant to Section 3.04, Section
10.06, Section 12.07 or Section 14.05 not involving any transfer. 

The Company shall not be required (i) to issue, register the
transfer of or exchange Securities of any series in definitive form during a
period beginning at the opening of business 15 days before the day of the
selection for redemption of Securities of that series under Section 12.03 or
Section 13.03 and ending at the close of business on (A) if Securities of the
series are issuable only as Registered Securities, the day of the mailing of the
relevant notice of redemption and (B) if Securities of the series are issuable
as Bearer Securities, the day of the first publication of the relevant notice of
redemption or, (C) if Securities of the series are also issuable as Registered
Securities and there is no publication, the mailing of the relevant notice of
redemption, or (ii) to register the transfer of or exchange any Registered
Security in definitive form so selected for redemption in whole or in part,
except the unredeemed portion of any Security being redeemed in part, or (iii)
to exchange any Bearer Security so selected for redemption except that such a
Bearer Security may be exchanged for a Registered Security of that series and
like tenor; provided that such Registered Security shall be
simultaneously surrendered for redemption, or (iv) to issue, register the
transfer of or exchange any Security in definitive form which has been
surrendered for repayment at the option of the Holder, except the portion, if
any, of such Security not to be so repaid. 

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	Section 3.06 	Mutilated, Destroyed, Lost and Stolen
      Securities 


If any mutilated Security or a Security with a mutilated coupon
appertaining to it is surrendered to either Trustee, the Company shall execute
and either Trustee shall authenticate and deliver in exchange therefor a new
Security of the same series and of like tenor and principal amount and bearing a
number not contemporaneously outstanding, with coupons corresponding to the
coupons, if any, appertaining to the surrendered Security, or, in case any such
mutilated Security or coupon has become or is about to become due and payable,
the Company in its discretion may, instead of issuing a new Security, with
coupons corresponding to the coupons, if any, appertaining to the surrendered
Security, pay such Security or coupon. If there shall be delivered to the
Company and to either Trustee (i) evidence to their satisfaction of the
destruction, loss or theft of any Security or coupon and (ii) such security (or
surety in the case of the Canadian Trustee) or indemnity as may be required by
them to save each of them and any agent of either of them harmless, then, in the
absence of notice to the Company or the Trustees that such Security or coupon
has been acquired by a protected purchaser (as defined in Article 8 of the UCC),
the Company shall execute and upon Company Order either Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen Security
or in exchange for the Security for which a destroyed, lost or stolen coupon
appertains (with all appurtenant coupons not destroyed, lost or stolen), a new
Security of the same series and of like tenor and principal amount and bearing a
number not contemporaneously outstanding, with coupons corresponding to the
coupons, if any, appertaining to such destroyed, lost or stolen Security or to
the Security to which such destroyed, lost or stolen coupon appertains. 

Notwithstanding the provisions of the previous two paragraphs,
in case any such mutilated, destroyed, lost or stolen Security or coupon has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, with coupons corresponding to the coupons, if
any, appertaining to such mutilated, destroyed, lost or stolen Security or to
the Security to which such mutilated, destroyed, lost or stolen coupon
appertains, pay such Security or coupon; provided, however, that
payment of principal of (and premium, if any) and interest, if any, on Bearer
Securities shall, except as otherwise provided in Section 11.02, be payable only
at an office or agency located outside the United States and, unless otherwise
specified as contemplated by Section 3.01, any interest on Bearer Securities
shall be payable only upon presentation and surrender of the coupons
appertaining thereto. 

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


Every new Security of any series with its coupons, if any,
issued pursuant to this Section in lieu of any mutilated, destroyed, lost or
stolen Security or in exchange for a Security to which a mutilated, destroyed,
lost or stolen coupon appertains, shall constitute an original additional
contractual obligation of the Company, whether or not the mutilated, destroyed,
lost or stolen Security and its coupons, if any, or the mutilated, destroyed,
lost or stolen coupon shall be at any time enforceable by anyone, and the
Holders of such Security shall be entitled to all the benefits of this Indenture
equally and proportionately with the Holders of any and all other Securities of
that series and their coupons, if any, duly issued hereunder. 

- 38 - 




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

	
      Section 3.07 
	Payment of Principal; Premium; Interest;
      Interest Rights Preserved; Optional Interest Reset
  


(a) Unless otherwise provided as contemplated by Section 3.01
with respect to any series of Securities, principal of, and premium, if any, and
interest, if any, on any Registered Security which is payable, and is punctually
paid or duly provided for, on any Interest Payment Date or other date in which
the principal of, and premium, if any, is payable shall be paid by the Paying
Agent to the Person in whose name such Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such principal, premium or interest, as the case may be, at the office or
agency of the Company maintained for such purpose pursuant to Section 11.02;
provided, however, that each installment of principal of, and
premium, if any, and interest, if any, on any Registered Security may at the
Company’s option be paid by (i) mailing a check for such interest, payable to or
upon the written order of the Person entitled thereto pursuant to Section 3.08,
to the address of such Person as it appears on the Security Register or (ii)
transfer to an account located in the United States maintained by the payee of a
Holder of $2.0 million or more in aggregate principal amount of such Securities
(with wire transfer instructions provided to the Trustee not less than 15 days
prior to payment of interest by wire transfer). The Paying Agent shall confirm
in writing to the Canadian Trustee upon payment having been made to Holders of
Canadian Securities within five days. 

Unless otherwise provided as contemplated by Section 3.01 with
respect to the Securities of any series, payment of interest, if any, may be
made, in the case of a Bearer Security, by transfer to an account located
outside the United States maintained by the payee. 

Unless otherwise provided as contemplated by Section 3.01,
every permanent global Security will provide that interest, if any, payable on
any Interest Payment Date will be paid to the Depositary with respect to that
portion of such permanent global Security held for its account by the Common
Depositary, for the purpose of permitting the Depositary to credit the interest,
if any, received by it in respect of such permanent global Security to the
accounts of the beneficial owners thereof. 

Any interest on any Registered Security of any series which is
payable, but is not punctually paid or duly provided for, on any Interest
Payment Date shall forthwith cease to be payable to the Holder on the relevant
Regular Record Date by virtue of having been such Holder, and such defaulted
interest and, if applicable, interest on such defaulted interest (to the extent
lawful) at the rate specified in the Securities of such series (such defaulted
interest and, if applicable, interest thereon herein collectively called
“Defaulted Interest”) must be paid by the Company as provided for in either
clause (1) or (2), at the Company’s election: 

	 	(1) 	
      The Company may elect to make payment of any Defaulted
      Interest to the Persons in whose names the Registered Securities of such
      series (or their respective Predecessor Securities) are registered at the
      close of business on a



- 39 - 





	 		
      Special Record Date for the payment of such Defaulted
      Interest, which shall be fixed in the following manner. The Company shall
      notify the Trustees in writing of the amount of Defaulted Interest
      proposed to be paid on each Registered Security of such series and the
      date of the proposed payment, and at the same time the Company shall
      deposit with either Trustee an amount of money in the Currency in which
      the Securities of such series are payable (except as otherwise specified
      pursuant to Section 3.01 for the Securities of such series and except, if
      applicable, as provided in Section 3.11(b), Section 3.11(d) and Section
      3.11(e)) equal to the aggregate amount proposed to be paid in respect of
      such Defaulted Interest or shall make arrangements satisfactory to the
      Trustees for such deposit on or prior to the date of the proposed payment,
      such money when deposited to be held in trust for the benefit of the
      Persons entitled to such Defaulted Interest as in this clause provided.
      Thereupon the Trustees shall fix a Special Record Date for the payment of
      such Defaulted Interest which shall be not more than 15 days and not less
      than 10 days prior to the date of the proposed payment and not less than
      10 days after the receipt by the Trustees of the notice of the proposed
      payment. The Trustees shall promptly notify the Company of such Special
      Record Date and, in the name and at the expense of the Company, shall
      cause notice of the proposed payment of such Defaulted Interest and the
      Special Record Date therefor to be given in the manner provided in Section
      1.06, not less than 10 days prior to such Special Record Date. Notice of
      the proposed payment of such Defaulted Interest and the Special Record
      Date therefor having been so given, such Defaulted Interest shall be paid
      to the Persons in whose name the Registered Securities of such series (or
      their respective Predecessor Securities) are registered at the close of
      business on such Special Record Date and shall no longer be payable
      pursuant to the following clause (2).

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



(b) The provisions of this Subsection may be made applicable to
any series of Securities pursuant to Section 3.01 (with such modifications,
additions or substitutions as may be specified pursuant to such Section 3.01) .
The interest rate (or the spread or spread multiplier used to calculate such
interest rate, if applicable) on any Security of such series may be reset by the
Company on the date or dates specified on the face of such Security (each an
“Optional Reset Date”). The Company may exercise such option with respect to
such Security by notifying the Trustees of such exercise at least 50 but not
more than 60 days prior to an Optional Reset Date for such Security. Not later
than 40 days prior to each Optional Reset Date, the Trustees shall transmit, in
the manner provided for in Section 1.06, to the Holder of any such Security a
notice (the “Reset Notice”) indicating whether the Company has elected to reset
the interest rate (or the spread or spread multiplier used to calculate such
interest rate, if applicable), and if so (i) such new interest rate (or such new
spread or spread multiplier, if applicable) and (ii) the provisions, if any, for
redemption during the period from such Optional Reset Date to the next Optional
Reset Date or if there is no such next Optional Reset Date, to the
Stated Maturity Date of such Security (each such period a “Subsequent Interest
Period”), including the date or dates on which or the period or periods during
which and the price or prices at which such redemption may occur during the
Subsequent Interest Period. 

- 40 - 




Notwithstanding the foregoing, not later than 20 days prior to
the Optional Reset Date, the Company may, at its option, revoke the interest
rate (or the spread or spread multiplier used to calculate such interest rate,
if applicable) provided for in the Reset Notice and establish an interest rate
(or the spread or spread multiplier, if applicable) that is higher than the
interest rate (or the spread or spread multiplier, if applicable) provided for
in the Reset Notice, for the Subsequent Interest Period by causing the Trustees
to transmit, in the manner provided for in Section 1.06, notice of such higher
interest rate (or such higher spread or spread multiplier, if applicable) to the
Holder of such Security. Such notice shall be irrevocable. All Securities with
respect to which the interest rate (or the spread or spread multiplier used to
calculate such interest rate, if applicable) is reset on an Optional Reset Date,
and with respect to which the Holders of such Securities have not tendered such
Securities for repayment (or have validly revoked any such tender) pursuant to
the next succeeding paragraph, will bear such higher interest rate (or such
higher spread or spread multiplier, if applicable). 

The Holder of any such Security will have the option to elect
repayment by the Company of the principal of such Security on each Optional
Reset Date at a price equal to the principal amount thereof plus interest
accrued to such Optional Reset Date. In order to obtain repayment on an Optional
Reset Date, the Holder must follow the procedures set forth in Article Fourteen
for repayment at the option of Holders except that the period for delivery or
notification to the Trustees shall be at least 25 but not more than 35 days
prior to such Optional Reset Date and except that, if the Holder has tendered
any Security for repayment pursuant to the Reset Notice, the Holder may, by
written notice to the Trustees, revoke such tender or repayment until the close
of business on the tenth day before such Optional Reset Date. 

Subject to the foregoing provisions of this Section and Section
3.05, each Security delivered under this Indenture upon registration of transfer
of or in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security. 

	Section 3.08 	Persons Deemed Owners



Prior to due presentment of a Registered Security for
registration of transfer, the Company, the Trustees and any agent of the Company
or the Trustees may treat the Person in whose name such Registered Security is
registered as the owner of such Registered Security for the purpose of receiving
payment of principal of (and premium, if any) and (subject to Section 3.05 and
Section 3.07) interest, if any, on such Security and for all other purposes
whatsoever (other than the payment of Additional Amounts, if any), whether or
not such Security be overdue, and none of the Company, the Trustees or any agent
of the Company or the Trustees shall be affected by notice to the contrary. 

Title to any Bearer Security and any coupons appertaining
thereto shall pass by delivery. The Company, the Trustees and any agent of the
Company or the Trustees may treat the bearer of any Bearer Security and the bearer of any coupon as the
absolute owner of such Security or coupon for the purpose of receiving payment
thereof or on account thereof and for all other purposes whatsoever, whether or
not such Security or coupons be overdue, and none of the Company, the Trustees
or any agent of the Company or the Trustees shall be affected by notice to the
contrary. 

- 41 - 




The Depositary for Securities may be treated by the Company,
the Trustee, and any agent of the Company or the Trustee as the owner of such
global Security for all purposes whatsoever (other than the payment of
Additional Amounts, if any). None of the Company, the Trustees, any Paying Agent
or the Security Registrar will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests of a Security in global form or for maintaining, supervising
or reviewing any records relating to such beneficial ownership interests. 

Notwithstanding the foregoing, with respect to any global
Security, nothing herein shall prevent the Company, the Trustees, or any agent
of the Company or the Trustees, from giving effect to any written certification,
proxy or other authorization furnished by any depositary, as a Holder, with
respect to such global Security or impair, as between such depositary and owners
of beneficial interests in such global Security, the operation of customary
practices governing the exercise of the rights of such depositary (or its
nominee) as Holder of such global Security. 

	Section 3.09 	Cancellation 


All Securities and coupons surrendered for payment, redemption,
repayment at the option of the Holder, registration of transfer or exchange or
for credit against any current or future sinking fund payment shall, if
surrendered to any Person other than a Trustee, be delivered to a Trustee. All
securities and coupons so delivered to either Trustee shall be promptly
cancelled by it. The Company may at any time deliver to either Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and may deliver to
either Trustee (or to any other Person for delivery to such Trustee) for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and all Securities so delivered shall be promptly
cancelled by such Trustee. If the Company shall so acquire any of the
Securities, however, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Securities unless and until
the same are surrendered to a Trustee for cancellation. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted by this Indenture. All cancelled
Securities held by a Trustee shall be disposed of by such Trustee in accordance
with its customary procedures and certification of their disposal delivered to
the Company unless by Company Order the Company shall direct that cancelled
Securities be returned to it. 

	Section 3.10 	Computation of Interest



Except as otherwise specified as contemplated by Section 3.01
with respect to any Securities, interest, if any, on the Securities of each
series shall be computed on the basis of a 360-day year of twelve 30-day months.
For the purposes of disclosure under the Interest Act (Canada), the
yearly rate of interest to which interest calculated under a Security for any
period in any calendar year (the “calculation period”) is equivalent,
is the rate payable under a Security in respect of the calculation period
multiplied by a fraction the numerator of which is the actual number of days in
such calendar year and the denominator of which is the actual number of days in
the calculation period. If the Canadian Trustee is appointed Paying Agent, it
shall be entitled to rely on the calculations to be provided by the Company. 

- 42 - 




	 	 
	Section 3.11 	Currency and Manner of Payments in Respect
      of Securities 


(a) With respect to Registered Securities of any series not
permitting the election provided for in paragraph (b) below or the Holders of
which have not made the election provided for in paragraph (b) below, and with
respect to Bearer Securities of any series, except as provided in paragraph (d)
below, payment of the principal of (and premium, if any) and interest, if any,
on any Registered or Bearer Security of such series will be made in the Currency
in which such Registered Security or Bearer Security, as the case may be, is
payable. The provisions of this Section may be modified or superseded with
respect to any Securities pursuant to Section 3.01. 

(b) It may be provided pursuant to Section 3.01 with respect to
Registered Securities of any series that Holders shall have the option, subject
to paragraphs (d) and (e) below, to receive payments of principal of (or
premium, if any) or interest, if any, on such Registered Securities in any of
the Currencies which may be designated for such election by delivering to the
Trustees a written election with signature guarantees and in the applicable form
established pursuant to Section 3.01, not later than the close of business on
the Election Date immediately preceding the applicable payment date. If the
Canadian Trustee or the U.S. Trustee is appointed Paying Agent, the ability to
receive payments of principal of (or premium, if any) or interest, if any in the
Currency designated for election will be subject to the Canadian Trustee’s or
the U.S. Trustee’s ability, as Paying Agent, to accommodate payment in the
Currency elected. If a Holder so elects to receive such payments in any such
Currency, such election will remain in effect for such Holder or any transferee
of such Holder until changed by such Holder or such transferee by written notice
to the Trustees (but any such change must be made not later than the close of
business on the Election Date immediately preceding the next payment date to be
effective for the payment to be made on such payment date and no such change of
election may be made with respect to payments to be made on any Registered
Security of such series with respect to which an Event of Default has occurred
or with respect to which the Company has deposited funds pursuant to Articles
Four or Fifteen or with respect to which a notice of redemption has been given
by the Company or a notice of option to elect repayment has been sent by such
Holder or such transferee). Any Holder of any such Registered Security who shall
not have delivered any such election to the Trustees not later than the close of
business on the applicable Election Date will be paid the amount due on the
applicable payment date in the relevant Currency as provided in Section 3.11(a)
.. The Trustees shall notify the Exchange Rate Agent as soon as practicable after
the Election Date of the aggregate principal amount of Registered Securities for
which Holders have made such written election. 

(c) Unless otherwise specified pursuant to Section 3.01, if the
election referred to in paragraph (b) above has been provided for pursuant to
Section 3.01, then, unless otherwise specified pursuant to Section 3.01, not
later than the fourth Business Day after the Election Date for each payment date
for Registered Securities of any series, the Exchange Rate Agent will deliver to the Company a written notice specifying, in the
Currency in which Registered Securities of such series are payable, the
respective aggregate amounts of principal of (and premium, if any) and interest,
if any, on the Registered Securities to be paid on such payment date, specifying
the amounts in such Currency so payable in respect of the Registered Securities
as to which the Holders of Registered Securities of such series shall have
elected to be paid in another currency as provided in paragraph (b) above. If
the election referred to in paragraph (b) above has been provided for pursuant
to Section 3.01 and if at least one Holder has made such election, then, unless
otherwise specified pursuant to Section 3.01, on the seventh Business Day
preceding such payment date the Company will deliver to the Trustees for such
series of Registered Securities an Exchange Rate Officers’ Certificate in
respect of the Dollar or Foreign Currency payments to be made on such payment
date. Unless otherwise specified pursuant to Section 3.01, the Dollar or Foreign
Currency amount receivable by Holders of Registered Securities who have elected
payment in a Currency as provided in paragraph (b) above shall be determined by
the Company on the basis of the applicable Market Exchange Rate in effect on the
eighth Business Day (the “Valuation Date”) immediately preceding each payment
date, and such determination shall be conclusive and binding for all purposes,
absent manifest error. 

- 43 - 




(d) If a Conversion Event occurs with respect to a Foreign
Currency in which any of the Securities are denominated or payable other than
pursuant to an election provided for pursuant to paragraph (b) above, then, with
respect to each date for the payment of principal of (and premium, if any) and
interest, if any, on the applicable Securities denominated or payable in such
Foreign Currency occurring after the last date on which such Foreign Currency
was used (the “Conversion Date”), the Dollar shall be the Currency of payment
for use on each such payment date. Unless otherwise specified pursuant to
Section 3.01, the Dollar amount to be paid by the Company to the Trustees and by
the Trustees or any Paying Agent to the Holders of such Securities with respect
to such payment date shall be, in the case of a Foreign Currency other than a
currency unit, the Dollar Equivalent of the Foreign Currency or, in the case of
a currency unit, the Dollar Equivalent of the Currency Unit, in each case as
determined by the Exchange Rate Agent in the manner provided in paragraph (f) or
(g) below. 

(e) Unless otherwise specified pursuant to Section 3.01, if the
Holder of a Registered Security denominated in any Currency shall have elected
to be paid in another Currency as provided in paragraph (b) above, and a
Conversion Event occurs with respect to such elected Currency, such Holder shall
receive payment in the Currency in which payment would have been made in the
absence of such election; and if a Conversion Event occurs with respect to the
Currency in which payment would have been made in the absence of such election,
such Holder shall receive payment in Dollars as provided in paragraph (d) above.


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

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

- 44 - 




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

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

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

“Election Date” shall mean the date for any series of
Registered Securities as specified pursuant to clause (15) of Section 3.01 by
which the written election referred to in paragraph (b) above may be made. 

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

In the event that the Company determines in good faith that a
Conversion Event has occurred with respect to a Foreign Currency, the Company
will immediately give written notice thereof to the Trustees and to the Exchange
Rate Agent (and the Trustees will promptly thereafter give notice in the manner
provided for in Section 1.06 to the affected Holders) specifying the Conversion
Date. In the event the Company so determines that a Conversion Event has occurred with respect to the Euro or any other
currency unit in which Securities are denominated or payable, the Company will
immediately give written notice thereof to the Trustees and to the Exchange Rate
Agent (and the Trustees will promptly thereafter give notice in the manner
provided for in Section 1.06 to the affected Holders) specifying the Conversion
Date and the Specified Amount of each Component Currency on the Conversion Date.
In the event the Company determines in good faith that any subsequent change in
any Component Currency as set forth in the definition of Specified Amount above
has occurred, the Company will similarly give written notice to the Trustees and
the Exchange Rate Agent. 

- 45 - 




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

	Section 3.12 	Appointment and Resignation of Successor
      Exchange Rate Agent 


(a) Unless otherwise specified pursuant to Section 3.01, if and
so long as the Securities of any series (i) are denominated in a Currency other
than Dollars or (ii) may be payable in a Currency other than Dollars, or so long
as it is required under any other provision of this Indenture, then the Company
will maintain with respect to each such series of Securities, or as so required,
at least one Exchange Rate Agent. The Company will cause the Exchange Rate Agent
to make the necessary foreign exchange determinations at the time and in the
manner specified pursuant to Section 3.01 for the purpose of determining the
applicable rate of exchange and, if applicable, for the purpose of converting
the issued Currency into the applicable payment Currency for the payment of
principal (and premium, if any) and interest, if any, pursuant to Section 3.11.


(b) The Company shall have the right to remove and replace from
time to time the Exchange Rate Agent for any series of Securities. No
resignation of the Exchange Rate Agent and no appointment of a successor
Exchange Rate Agent pursuant to this Section shall become effective until the
acceptance of appointment by the successor Exchange Rate Agent as evidenced by a
written instrument delivered to the Company and the Trustees. 

(c) If the Exchange Rate Agent shall resign, be removed or
become incapable of acting, or if a vacancy shall occur in the office of the
Exchange Rate Agent for any cause with respect to the Securities of one or more
series, the Company, by or pursuant to a Board Resolution, shall promptly
appoint a successor Exchange Rate Agent or Exchange Rate Agents with respect to
the Securities of that or those series (it being understood that any such
successor Exchange Rate Agent may be appointed with respect to the Securities of
one or more or all of such series and that, unless otherwise specified pursuant
to Section 3.01, at any time there shall only be one Exchange Rate Agent with
respect to the Securities of any particular series that are originally issued by
the Company on the same date and that are initially denominated and/or payable
in the same Currency). 

- 46 - 




ARTICLE FOUR 
SATISFACTION AND DISCHARGE 

	Section 4.01 	Satisfaction and Discharge of Indenture
    


This Indenture shall upon Company Request cease to be of
further effect with respect to any series of Securities specified in such
Company Request (except as to any surviving rights of registration of transfer
or exchange of Securities of such series expressly provided for herein or
pursuant hereto and any right to receive Additional Amounts as contemplated by
Section 11.05) and the Trustees, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture as
to such series when 

	 	(1) 	
      either



(a) all Securities of such series theretofore authenticated and
delivered and all coupons, if any, appertaining thereto (other than (i) coupons
appertaining to Bearer Securities surrendered for exchange for Registered
Securities and maturing after such exchange, whose surrender is not required or
has been waived as provided in Section 3.05, (ii) Securities and coupons of such
series which have been destroyed, lost or stolen and which have been replaced or
paid as provided in Section 3.06, (iii) coupons appertaining to Securities
called for redemption and maturing after the relevant Redemption Date, whose
surrender has been waived as provided in Section 12.06, and (iv) Securities and
coupons of such series for whose payment money has theretofore been deposited in
trust with either Trustee or any Paying Agent or segregated and held in trust by
the Company and thereafter repaid to the Company, as provided in Section 11.03)
have been delivered to either Trustee for cancellation; or 

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

	 	(i) 	
      have become due and payable, or

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

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



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

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



- 47 - 





	 	(3) 	
      the Company has delivered to the Trustees an Officers’
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent herein provided for relating to the satisfaction and discharge
      of this Indenture as to such series have been complied
  with.



Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustees under Section 7.07,
the obligations of the Trustees to any Authenticating Agent under Section 7.12
and, if money shall have been deposited with the Trustees pursuant to subclause
(b) of clause (1) of this Section, the obligations of the Trustees under Section
4.02 and the last paragraph of Section 11.03 shall survive. 

	Section 4.02 	Application of Trust Money



Subject to the provisions of the last paragraph of Section
11.03, all money deposited with the Trustees pursuant to Section 4.01 shall be
held in trust and applied by it, in accordance with the provisions of the
Securities, the coupons and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustees may determine, to the Persons entitled thereto, of the principal
(and premium, if any) and interest, if any, for whose payment such money has
been deposited with the Trustees; but such money need not be segregated from
other funds except to the extent required by law. 

ARTICLE FIVE 
SUBORDINATION OF THE SECURITIES 

	Section 5.01 	Agreement to Subordinate



In the event a series of Securities is designated as
subordinated pursuant to Section 3.01, and except as otherwise provided in an
Officer’s Certificate or in one or more indentures supplemental hereto, the
Company, for itself, its successors and assigns, covenants and agrees, and each
Holder of Securities of such series by his, her or its acceptance thereof,
likewise covenants and agrees, that the payment of the principal of (and
premium, if any) and interest, if any, on each and all of the Securities of such
series is hereby expressly subordinated, to the extent and in the manner
hereinafter set forth, in right of payment to the prior payment in full of all
Senior Indebtedness. In the event a series of Securities is not designated as
subordinated pursuant to Section 3.01, this Article Five shall have no effect
upon the Securities. 


	Section 5.02 	Distribution on Dissolution,
      Liquidation and Reorganization; Subrogation of
      Securities 



Subject to Section 5.01, upon any distribution of assets of the
Company upon any dissolution, winding up, liquidation or reorganization of the
Company, whether in bankruptcy, insolvency, reorganization or receivership
proceedings or upon an assignment for the benefit of creditors or any other
marshalling of the assets and liabilities of the Company or otherwise (subject
to the power of a court of competent jurisdiction to make other equitable
provision reflecting the rights conferred in this Indenture upon the Senior
Indebtedness and the holders thereof with respect to the Securities and the
holders thereof by a lawful plan of reorganization under applicable bankruptcy
law): 

- 48 - 




(a) the holders of all Senior Indebtedness shall be entitled to
receive payment in full of the principal thereof (and premium, if any) and
interest due thereon before the Holders of the Securities are entitled to
receive any payment upon the principal (or premium, if any) or interest, if any,
on Indebtedness evidenced by the Securities; 

(b) any payment or distribution of assets of the Company of any
kind or character, whether in cash, property or securities, to which the Holders
of the Securities or the Trustee would be entitled except for the provisions of
this Article Five shall be paid by the liquidation trustee or agent or other
Person making such payment or distribution, whether a trustee in bankruptcy, a
receiver or liquidating trustee or otherwise, directly to the holders of Senior
Indebtedness or their representative or representatives or to the trustee or
trustees under any indenture under which any instruments evidencing any of such
Senior Indebtedness may have been issued, ratably according to the aggregate
amounts remaining unpaid on account of the principal of (and premium, if any)
and interest, if any, on the Senior Indebtedness held or represented by each, to
the extent necessary to make payment in full of all Senior Indebtedness
remaining unpaid, after giving effect to any concurrent payment or distribution
to the holders of such Senior Indebtedness; and 

(c) in the event that, notwithstanding the foregoing, any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities prohibited by the foregoing, shall be
received by the Trustee or the Holders of the Securities before all Senior
Indebtedness is paid in full, such payment or distribution shall be paid over,
upon written notice to a Responsible Officer of the Trustee, to the holder of
such Senior Indebtedness or his, her or its representative or representatives or
to the trustee or trustees under any indenture under which any instrument
evidencing any of such Senior Indebtedness may have been issued, ratably as
aforesaid, as calculated by the Company, for application to payment of all
Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall
have been paid in full, after giving effect to any concurrent payment or
distribution to the holders of such Senior Indebtedness. 

(d) Subject to the payment in full of all Senior Indebtedness,
the Holders of the Securities shall be subrogated to the rights of the holders
of Senior Indebtedness (to the extent that distributions otherwise payable to
such holder have been applied to the payment of Senior Indebtedness) to receive
payments or distributions of cash, property or securities of the Company
applicable to Senior Indebtedness until the principal of (and premium, if any)
and interest, if any, on the Securities shall be paid in full and no such
payments or distributions to the Holders of the Securities of cash, property or
securities otherwise distributable to the holders of Senior Indebtedness shall,
as between the Company, its creditors other than the holders of Senior
Indebtedness, and the Holders of the Securities be deemed to be a payment by the
Company to or on account of the Securities. It is understood that the provisions
of this Article Five 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 the Senior Indebtedness, on the other hand. Nothing contained in this
Article Five or elsewhere in this Indenture or in the Securities is intended to
or shall impair, as between the Company, its creditors other than the holders of
Senior Indebtedness, and the Holders of the Securities, the obligation of the
Company, which is unconditional and absolute, 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 to affect the relative rights of the Holders of the Securities
and creditors of the Company other than the holders of Senior
Indebtedness, nor shall anything herein or in the Securities prevent the Trustee
or the Holder of any Security from exercising all remedies otherwise permitted
by applicable law upon default under this Indenture, subject to the rights, if
any, under this Article Five of the holders of Senior Indebtedness in respect of
cash, property or securities of the Company received upon the exercise of any
such remedy. Upon any payment or distribution of assets of the Company referred
to in this Article Five, the Trustee, subject to the provisions of Section 5.05,
shall be entitled to conclusively rely upon a certificate of the liquidating
trustee or agent or other person making any distribution to the Trustee for the
purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of Senior Indebtedness and other indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereof and all other facts pertinent thereto or to this Article
Five. 

- 49 - 




	 	 
	Section 5.03 	No Payment on Securities in Event of Default
      on Senior Indebtedness 


Subject to Section 5.01, no payment by the Company on account
of principal of (or premium, if any), sinking funds or interest, if any, on the
Securities shall be made at any time if: (a) a default on Senior Indebtedness
exists that permits the holders of such Senior Indebtedness to accelerate its
maturity and (b) the default is the subject of judicial proceedings or the
Company has received notice of such default. The Company may resume payments on
the Securities when full payment of amounts then due for principal of (premium,
if any), sinking funds and interest, if any, on Senior Indebtedness has been
made or duly provided for in money or money’s worth. 

In the event that, notwithstanding the foregoing, any payment
shall be received by the Trustee when such payment is prohibited by the
preceding paragraph of this Section 5.03, such payment shall be held in trust
for the benefit of, and shall be paid over or delivered to, the holders of such
Senior Indebtedness or their respective representatives, or to the trustee or
trustees under any indenture pursuant to which any of such Senior Indebtedness
may have been issued, as their respective interests may appear, as calculated by
the Company, but only to the extent that the holders of such Senior Indebtedness
(or their representative or representatives or a trustee) notify the Trustee in
writing within 90 days of such payment of the amounts then due and owing on such
Senior Indebtedness and only the amounts specified in such notice to the Trustee
shall be paid to the holders of such Senior Indebtedness. 

	Section 5.04 	Payments on Securities Permitted
  


Subject to Section 5.01, nothing contained in this Indenture or
in any of the Securities shall (a) affect the obligation of the Company to make,
or prevent the Company from making, at any time except as provided in Sections
5.02 and 15.03, payments of principal of (or premium, if any) or interest, if
any, on the Securities or (b) prevent the application by the Trustee of any
moneys or assets deposited with it hereunder to the payment of or on account of
the principal of (or premium, if any) or interest, if any, on the Securities,
unless a Responsible Officer of the Trustee shall have received at its Corporate
Trust Office written notice of any fact prohibiting the making of such payment
from the Company or from the holder of any Senior Indebtedness or from the trustee for any such holder, together with proof
satisfactory to the Trustee of such holding of Senior Indebtedness or of the
authority of such trustee more than two Business Days prior to the date fixed
for such payment. 

- 50 - 




	 	 
	Section 5.05 	Authorization of Securityholders to Trustee
      to Effect Subordination 


Subject to Section 5.01, each Holder of Securities by his
acceptance thereof authorizes and directs the Trustee on his, her or its behalf
to take such action as may be necessary or appropriate to effectuate the
subordination as provided in this Article Five and appoints the Trustee his
attorney-in- fact for any and all such purposes. 

	Section 5.06 	Notice to Trustee 


The Company shall give prompt written notice to a Responsible
Officer of the Trustee of any fact known to the Company that would prohibit the
making of any payment of monies or assets to or by the Trustee in respect of the
Securities of any series pursuant to the provisions of this Article Five.
Subject to Section 5.01, notwithstanding the provisions of this Article Five or
any other provisions of this Indenture, neither the Trustee nor any Paying Agent
(other than the Company) shall be charged with knowledge of the existence of any
Senior Indebtedness or of any fact which would prohibit the making of any
payment of moneys or assets to or by the Trustee or such Paying Agent, unless
and until a Responsible Officer of the Trustee or such Paying Agent shall have
received (in the case of a Responsible Officer of the Trustee, at the Corporate
Trust Office of the Trustee) written notice thereof from the Company or from the
holder of any Senior Indebtedness or from the trustee for any such holder,
together with proof satisfactory to the Trustee of such holding of Senior
Indebtedness or of the authority of such trustee and, prior to the receipt of
any such written notice, the Trustee shall be entitled in all respects
conclusively to presume that no such facts exist; provided, however, that if at
least two Business Days prior to the date upon which by the terms hereof any
such moneys or assets may become payable for any purpose (including, without
limitation, the payment of either the principal of (or premium, if any) or
interest, if any, on any Security) a Responsible Officer of the Trustee shall
not have received with respect to such moneys or assets the notice provided for
in this Section 5.06, then, anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive such
moneys or assets and to apply the same to the purpose for which they were
received, and shall not be affected by any notice to the contrary which may be
received by it within two Business Days prior to such date. The Trustee shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness (or a trustee on
behalf of such holder) to establish that such a notice has been given by a
holder of Senior Indebtedness or a trustee on behalf of any such holder. In the
event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Senior
Indebtedness to participate in any payment or distribution pursuant to this
Article Five, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
such Person under this Article Five and, if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment. 

- 51 - 





	Section 5.07 	Trustee as Holder of Senior Indebtedness
    


Subject to Section 5.01, the Trustee in its individual capacity
shall be entitled to all the rights set forth in this Article Five in respect of
any Senior Indebtedness at any time held by it to the same extent as any other
holder of Senior Indebtedness and nothing in this Indenture shall be construed
to deprive the Trustee of any of its rights as such holder. Nothing in this
Article Five shall apply to claims of, or payments to, the Trustee under or
pursuant to Sections 6.06 or 7.07. 

	Section 5.08 	Modifications of Terms of Senior
      Indebtedness 


Subject to Section 5.01, any renewal or extension of the time
of payment of any Senior Indebtedness or the exercise by the holders of Senior
Indebtedness of any of their rights under any instrument creating or evidencing
Senior Indebtedness, including, without limitation, the waiver of default
thereunder, may be made or done all without notice to or assent from the Holders
of the Securities or the Trustee. No compromise, alteration, amendment,
modification, extension, renewal or other change of, or waiver, consent or other
action in respect of, any liability or obligation under or in respect of, or of
any of the terms, covenants or conditions of any indenture or other instrument
under which any Senior Indebtedness is outstanding or of such Senior
Indebtedness, whether or not such release is in accordance with the provisions
of any applicable document, shall in any way alter or affect any of the
provisions of this Article Five or of the Securities relating to the
subordination thereof. 

	Section 5.09 	Reliance on Judicial Order or Certificate
      Liquidating Agent 


Subject to Section 5.01, upon any payment or distribution of
assets of the Company referred to in this Article Five, the Trustee and the
Holders of the Securities shall be entitled to conclusively rely upon any order
or decree entered by any court of competent jurisdiction in which such
insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution,
winding up or similar case or proceeding is pending, or a certificate of the
trustee in bankruptcy, liquidating trustee, custodian, receiver, assignee for
the benefit of creditors, agent 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
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article
Five. 

	Section 5.10 	Satisfaction and Discharge; Defeasance and
      Covenant Defeasance 


Subject to Section 5.01, amounts and Government Obligations
deposited in trust with the Trustee pursuant to and in accordance with Article
Fifteen and not, at the time of such deposit, prohibited to be deposited under
Sections 5.02 or 5.03 shall not be subject to this Article Five. 

	Section 5.11 	Trustee Not Fiduciary for Holders of Senior
      Indebtedness 


With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or observe only such of its covenants and obligations as
are specifically set forth in this Article Five, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The
Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness. The Trustee shall not be liable to any such holder if it shall pay
over or distribute to or on behalf of Holders of Securities or the Company, or
any other Person, moneys or assets to which any holder of Senior Indebtedness
shall be entitled by virtue of this Article Five or otherwise. 

- 52 - 




ARTICLE SIX 
REMEDIES 

	Section 6.01 	Events of Default 


“Event of Default”, wherever used herein with respect to
Securities of any series, means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body), unless such event is specifically deleted
or modified in or pursuant to a supplemental indenture, Board Resolution or
Officers’ Certificate establishing the terms of such series pursuant to Section
3.01 of this Indenture: 

	 	(1) 	
      default in the payment of any interest (including
      Additional Amounts) due on any Security of that series, or any related
      coupon (including Additional Amounts), when such interest or coupon
      becomes due and payable, and continuance of such default for a period of
      30 days; or

	 	 	 
	 	(2) 	
      default in the payment of the principal (or premium, if
      any), or any Additional Amounts in respect of any Security of that series
      at its Maturity; or

	 	 	 
	 	(3) 	
      default in the deposit of any sinking fund, amortization
      or analogous payment when due by the terms of any Security of that series
      and Article Thirteen; or

	 	 	 
	 	(4) 	
      default in the performance, or breach, of any covenant or
      agreement of the Company in this Indenture which affects or is applicable
      to the Securities of that 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 Company by the Trustees or to the Company and
      the Trustees by the Holders of at least 25% in principal amount of all
      Outstanding Securities of that series a written notice specifying such
      default or breach and requiring it to be remedied and stating that such
      notice is a “Notice of Default” hereunder; or

	 	 	 
		(5) 	
      the entry of a decree or order by a court having
      jurisdiction in the premises adjudging the Company bankrupt or insolvent,
      or approving as properly filed a petition seeking reorganization,
      arrangement, adjustment or composition of or in respect of the Company
      under or subject to the Bankruptcy and Insolvency Act (Canada), the
      Companies’ Creditors Arrangement Act (Canada), the U.S. Federal
      Bankruptcy Code or any other federal, provincial, state or foreign
      bankruptcy, insolvency or analogous laws, or the issuance of a
      sequestration order or the (appointment of a receiver, liquidator,
      assignee, trustee, sequestrator (or other similar official) of the Company
      or in receipt of any substantial part of the property of the Company, and any such decree, order or
      appointment continues unstayed and in effect for a period of 90
      consecutive days; or



- 53 - 





	 	(6) 	
      the institution by the Company of proceedings to be
      adjudicated bankrupt or insolvent, or the consent by it to the institution
      of bankruptcy or insolvency proceedings against it, or the filing by it of
      a petition or answer or consent seeking reorganization or relief under or
      subject to the Bankruptcy and Insolvency Act (Canada), the
      Companies’ Creditors Arrangement Act (Canada), the U.S. Federal
      Bankruptcy Code or any other federal, provincial, state or foreign
      bankruptcy, insolvency or analogous laws or the consent by it to the
      filing of any such petition or to the appointment of a receiver,
      liquidator, assignee, trustee, sequestrator (or other similar official) of
      the Company or of any substantial part of its property, or the making by
      it of a general assignment for the benefit of creditors, or the admission
      by it in writing of its inability to pay its debts generally as they
      become due or the taking by it of corporate action in furtherance of any
      of the aforesaid purposes; or

	 	 	 
	 	(7) 	
      any other Event of Default provided with respect to
      Securities of that series.




	Section 6.02 	Acceleration of Maturity; Rescission and
      Annulment 


If an Event of Default described in clause (1), (2), (3), (4)
or (7) of Section 6.01 with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case, either Trustee or
the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series, may declare the principal amount (or, if the
Securities of that series are Original Issue Discount Securities or Indexed
Securities, such portion of the principal amount as may be specified in the
terms of that series) of all of the Securities of that series and all interest
thereon to be due and payable immediately, by a notice in writing to the Company
(and to the Trustees if given by Holders), and upon any such declaration such
principal amount (or specified portion thereof) shall become immediately due and
payable. If an Event of Default specified in Section 6.01(5) or 6.01(6) occurs
and is continuing, then the principal amount of all the Securities shall ipso
facto become and be immediately due and payable without any declaration or other
act on the part of the Trustees or any Holder. 

At any time after such a declaration of acceleration with
respect to Securities of any series (or of all series, as the case may be) has
been made and before a judgment or decree for payment of the money due has been
obtained by either Trustee as hereinafter provided in this Article, the Holders
of a majority in principal amount of the Outstanding Securities of that series
(or of all series, as the case may be), by written notice to the Company and the
Trustees, may rescind and annul such declaration and its consequences if 

	 	(1) 	
      the Company has paid or deposited with either Trustee a
      sum sufficient to pay in the Currency in which the Securities of such
      series are payable (except as otherwise specified pursuant to Section 3.01
      for the Securities of such series and except, if applicable, as provided
      in Sections 3.11(b), 3.11(d) and 3.11(e)),



- 54 - 





	 	(a) 	
      all overdue interest, if any, on all Outstanding
      Securities of that series (or of all series, as the case may be) and any
      related coupons,

	 	 	 
	 	(b) 	
      all unpaid principal of (and premium, if any, on) any
      Outstanding Securities of that series (or of all series, as the case may
      be) which has become due otherwise than by such declaration of
      acceleration, and interest on such unpaid principal (and premium, if any)
      at the rate or rates prescribed therefor in such Securities,

	 	 	 
	 	(c) 	
      to the extent that payment of such interest is legally
      enforceable, interest on overdue interest at the rate or rates prescribed
      therefor in such Securities, and

	 	 	 
	 	(d) 	
      all sums paid or advanced by the Trustees hereunder and
      the reasonable compensation, expenses, disbursements and advances of the
      Trustees, their agents and counsel; and




	 	(2) 	
      all Events of Default with respect to Securities of that
      series (or of all series, as the case may be), other than the non-payment
      of amounts of principal of (or premium, if any, on) or interest on
      Securities of that series (or of all series, as the case may be) which
      have become due solely by such declaration of acceleration, have been
      cured or waived as provided in Section 6.13.



No such rescission shall affect any subsequent default or
impair any right consequent thereon. 

	Section 6.03 	Collection of Debt and Suits for Enforcement
      by Trustees 


The Company covenants that if 

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

	 	 	 
	 	(2) 	
      default is made in the payment of the principal of (or
      premium, if any, on) any Security at the Maturity
  thereof,



then the Company will, upon demand of either Trustee, pay to
the Appropriate Trustee for the benefit of the Holders of such Securities and
coupons, the whole amount then due and payable on such Securities and coupons
for principal (and premium, if any) and interest, if any, and interest on any
overdue principal (and premium, if any) and on any overdue interest, at the rate
or rates prescribed therefor in such Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustees, their agents and counsel. 

If the Company fails to pay such amounts forthwith upon such
demand, each of the Trustees, in its own name as trustee of an express trust,
may institute a judicial proceeding for the collection of the sums so due and
unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or
any other obligor upon such Securities and collect the moneys adjudged or
decreed to be payable in the manner provided by law out of the property of the
Company or any other obligor upon such Securities, wherever situated. 

- 55 - 




If an Event of Default with respect to Securities of any series
(or of all series, as the case may be) occurs and is continuing, either Trustee
may in its discretion proceed to protect and enforce its rights and the rights
of the Holders of Securities of such series (or of all series, as the case may
be) by such appropriate judicial proceedings as such Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.


	Section 6.04 	Trustees May File Proofs of Claim
  


In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, each Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether either Trustee shall have made any demand
on the Company for the payment of overdue principal, premium, if any, or
interest) shall be entitled and empowered, by intervention in such proceeding or
otherwise, 

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

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



and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is hereby
authorized by each Holder to make such payments to such Trustee and, in the
event that such Trustee shall consent to the making of such payments directly to
the Holders, to pay to such Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of each Trustee, its agents
and counsel, and any other amounts due to such Trustee under Section 7.07. 

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

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	Section 6.05 	Trustees May Enforce Claims Without
      Possession of Securities 


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

	Section 6.06 	Application of Money Collected
  


Any money collected by a Trustee pursuant to this Article shall
be applied in the following order, at the date or dates fixed by the Trustees
and, in case of the distribution of such money on account or principal (or
premium, if any) or interest, if any, upon presentation of the Securities or
coupons, or both, as the case may be, and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid: 

First: to the payment of all amounts due the Trustees under
Section 7.07; 

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

Third: the balance, if any, to the Person or Persons entitled
thereto. 

	Section 6.07 	Limitation on Suits 


No Holder of any Security of any series or any related coupons
shall have any right to institute any proceeding, judicial or otherwise, with
respect to this Indenture, or for the appointment of a receiver or trustee, or
for any other remedy hereunder, unless 

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

	 	 	 
	 	(2) 	
      the Holders of not less than 25% in principal amount of
      the Outstanding Securities of that series in the case of any Event of
      Default described in clause (1), (2), (3), (4) or (7) of Section 6.01, or,
      in the case of any Event of Default described in clause (5) or (6) of
      Section 6.01, the Holders of not less than 25% in principal amount of all
      Outstanding Securities, shall have made written request
  to the Trustees to institute proceedings in respect of such
      Event of Default in their own names as Trustees hereunder;



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	 	(3) 	
      such Holder or Holders have offered to the Trustees
      reasonable indemnity against the costs, expenses and liabilities to be
      incurred in compliance with such request;

	 	 	 
	 	(4) 	
      the Trustees for 60 days after their receipt of such
      notice, request and offer of indemnity have failed to institute any such
      proceeding; and

	 	 	 
	 	(5) 	
      no direction inconsistent with such written request has
      been given to the Trustees during such 60-day period by the Holders of a
      majority or more in principal amount of the Outstanding Securities of that
      series in the case of any Event of Default described in clause (1), (2),
      (3), (4) or (7) of Section 6.01, or in the case of any Event of Default
      described in clause (5) or (6) of Section 6.01, by the Holders of a
      majority or more in principal amount of all Outstanding
  Securities;



it being understood and intended that no one or more of such
Holders shall have any right in any manner whatever by virtue of, or by availing
of, any provision of this Indenture to affect, disturb or prejudice the rights
of any other Holders of Securities of the same series, in the case of any Event
of Default described in clause (1), (2), (3), (4) or (7) of Section 6.01, or of
Holders of all Securities in the case of any Event of Default described in
clause (5) or (6) of Section 6.01, or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all Holders of Securities of the same series, in the case of any
Event of Default described in clause (1), (2), (3), (4) or (7) of Section 6.01,
or of Holders of all Securities in the case of any Event of Default described in
clause (5) or (6) of Section 6.01. 

	Section 6.08 	Unconditional Right of Holders to Receive
      Principal, Premium and Interest 


Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment, as provided herein (including, if applicable,
Article Fourteen) and in such Security, of the principal of (and premium, if
any) and (subject to Section 3.07) interest, if any, on, such Security or
payment of such coupon on the respective Stated Maturities expressed in such
Security or coupon (or, in the case of redemption, on the Redemption Date) and
subject to the limitations on a Holder’s ability to institute suit contained
Section 6.07, to institute suit for the enforcement of any such payment, and
such rights shall not be impaired without the consent of such Holder. 

	Section 6.09 	Restoration of Rights and Remedies
  


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

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	Section 6.10 	Rights and Remedies Cumulative
  


Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities or coupons in the
last paragraph of Section 3.06, no right or remedy herein conferred upon or
reserved to the Trustees or to the Holders of Securities or coupons is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy. 

	Section 6.11 	Delay or Omission Not Waiver
  


No delay or omission of the Trustees or of any Holder of any
Security or coupon to exercise any right or remedy accruing upon any Event of
Default shall impair any such right or remedy or constitute a waiver of any such
Event of Default or an acquiescence therein. Every right and remedy given by
this Article or by law to the Trustees or to the Holders may be exercised from
time to time, and as often as may be deemed expedient, by the Trustees or by the
Holders, as the case may be. 

	Section 6.12 	Control by Holders 


With respect to the Securities of any series, the Holders of
not less than a majority in principal amount of the Outstanding Securities of
such series shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustees, or
exercising any trust or power conferred on the Trustees, relating to or arising
under clause (1), (2), (3), (4), (5) or (8) of Section 6.01, and, with respect
to all Securities, the Holders of not less than a majority in principal amount
of all Outstanding Securities shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustees,
or exercising any trust or power conferred on the Trustees, not relating to or
arising under clause (1), (2), (3), (4), (5) or (8) of Section 6.01, provided
that in each case 

	 	(1) 	
      such direction shall not be in conflict with any rule of
      law or with this Indenture,

	 	 	 
	 	(2) 	
      the Trustees may take any other action deemed proper by
      the Trustees which is not inconsistent with such direction, and

	 	 	 
	 	(3) 	
      the Trustees need not take any action which might involve
      them in personal liability or be unjustly prejudicial to the Holders of
      Securities of such series not consenting.




	Section 6.13 	Waiver of Past Defaults



Subject to Section 6.02, the Holders of not less than a
majority in principal amount of the Outstanding Securities of any series may on
behalf of the Holders of all the Securities of such series waive any past
default described in clause (1), (2), (3), (4), (5) or (8) of Section 6.01 (or,
in the case of a default described in clause (6) or (7) of Section 6.01, the
Holders of not less than a majority in principal amount of all Outstanding Securities may
waive any such past default), and its consequences, except a default 

- 59 - 




	 	 	
       
	 	(1) 	
      in respect of the payment of the principal of (or
      premium, if any) or interest, if any, on any Security or any related
      coupon, or

	 	 	 
	 	(2) 	
      in respect of a covenant or provision hereof which under
      Article Ten cannot be modified or amended without the consent of the
      Holder of each outstanding Security of such series
  affected.



Upon any such waiver, any such default shall cease to exist,
and any Event of Default arising therefrom shall be deemed to have been cured,
for every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon. 

	Section 6.14 	Waiver of Stay or Extension Laws
  


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


	Section 6.15 	Undertaking for Costs



In any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against either Trustee for any action taken,
suffered or omitted by it as Trustee, a court may require any party litigant in
such suit to file an undertaking to pay the costs of such suit, and may assess
costs against any such party litigant, in the manner and to the extent provided
in Trust Indenture Legislation; provided, however, that neither
this Section nor the provisions of Section 315(e) of the Trust Indenture Act
shall apply to any suit instituted by either Trustee or by any Holder or group
of Holders holding more than 10% in principal amount of all Outstanding
Securities or by any Holder of any Security on any suit for the enforcement of
the right to receive the principal of and interest (including any Additional
Amounts) on any such Securities. 

ARTICLE SEVEN 
THE TRUSTEES 

	Section 7.01 	Notice of Defaults 


Each Trustee shall promptly give the other Trustee notice of
any Default or Event of Default known to it. Within a reasonable time, but no
more than 30 days after either Trustee has knowledge of any Default hereunder
with respect to the Securities of any series, one or both of the Trustees shall
transmit in the manner and to the extent provided in Trust Indenture
Legislation, including TIA Section 313(c), notice to the Holders of such Default
hereunder known to either Trustee, unless such Default shall have been
cured or waived (and, in the case where such Default shall have been cured, the
Trustees shall notify the Holders in writing of such cure in writing within a
reasonable time, but not exceeding 30 days, after the Trustees have become aware
that the Default has been cured); provided, however, that, except
in the case of a Default in the payment of the principal of (or premium, if any)
or interest, if any, on any Security of such series or in the payment of any
sinking fund installment with respect to Securities of such series, the Trustees
shall be protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors and/or
Responsible Officers of each Trustee in good faith determine that the
withholding of such notice is in the interest of the Holders of Securities of
such series and any related coupons and so advises the Company in writing; and
provided further that in the case of any Default of the character
specified in Section 6.01(4) with respect to Securities of such series, no such
notice to Holders shall be given until at least 30 days after the occurrence
thereof. 

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	Section 7.02 	Certain Duties and Responsibilities of
      Trustees 


(a) The Trustees, prior to the occurrence of an Event of
Default and after the curing of all Events of Default that may have occurred,
shall undertake to perform with respect to the Securities of any series such
duties and only such duties as are specifically set forth in this Indenture, and
no implied covenants shall be read into this Indenture against the Trustees.


(b) In all instances, in the exercise of the powers and
discharge of obligations prescribed or conferred by the terms of this Indenture,
each Trustee shall act honestly and in good faith with a view to the best
interests of the Holders and exercise the care, diligence and skill that a
reasonably prudent trustee in respect of indentures for the purpose of issuing
corporate debt obligations would exercise in comparable circumstances. 

(c) No provision of this Indenture
shall be construed to relieve each Trustee from liability for its own negligent
actions, its own negligent failure to act or its own willful misconduct except
that:

	 	(i) 	
      prior to the occurrence of an Event of Default and after
      the curing or waiving of all such Events of Default that may have
      occurred:




	 	(A) 	
      the duties and obligations of each Trustee with respect
      to the Securities of any series shall be determined solely by the express
      provisions of this Indenture, and the Trustees shall not be liable except
      for the performance of such duties and obligations as are specifically set
      forth in this Indenture, and no implied covenants or obligations shall be
      read into this Indenture against the Trustees; and

	 	 	 
	 	(B) 	
      in the absence of bad faith on the part of either
      Trustee, such Trustee may conclusively rely, as to the truth of the
      statements and the correctness of the opinions expressed therein, upon any
      certificates or opinions furnished to the Trustees and conforming to the
      requirements of this Indenture and Trust Indenture Legislation; but in the
      case of any such certificates or opinions that by
any provision hereof are specifically required to be furnished to
the Trustees, the Trustees shall be under a duty to examine the same to
determine whether or not they conform to the requirements of this Indenture;
provided, however, the Canadian Trustee shall not be required to determine
whether the certificates or opinions presented to it conform to the TIA and the
U.S. Trustee shall not be required to determine whether the certificates or
opinions presented to it conform to Canadian Trust Indenture Legislation. 



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	 	(ii) 	
      the Trustees shall not be liable with respect to any
      action taken or omitted to be taken by them in good faith in accordance
      with the direction of the Holders of not less than a majority in principal
      amount of the Securities of any series at the time Outstanding relating to
      the time, method and place of conducting any proceeding for any remedy
      available to the Trustees, or exercising any trust or power conferred upon
      the Trustees under this Indenture;

	 	 	 
	 	(iii) 	
      none of the provisions contained in this Indenture shall
      require either Trustee to expend or risk their own funds or otherwise
      incur personal or any financial liability in the performance of any of
      their duties or in the exercise of any of their rights or powers;
    and

	 	 	 
	 	(iv) 	
      whether or not therein expressly so provided, except to
      the extent expressly provided herein to the contrary, every provision of
      this Indenture relating to the conduct or effecting the liability or
      affording protection to the Trustees shall be subject to the provisions of
      this Section.




	Section 7.03 	Certain Rights of Trustees



Subject to the provisions of TIA Sections 315(a) through
315(d): 

	 	(1) 	
      the Trustees may rely and shall be protected in acting or
      refraining from acting upon any resolution, certificate, statement,
      instrument, opinion, report, notice, request, direction, consent, order,
      bond, debenture, note, other evidence of indebtedness or other paper or
      document believed by them to be genuine and to have been signed or
      presented by the proper party or parties;

	 	 	 
	 	(2) 	
      any request or direction of the Company mentioned herein
      shall be sufficiently evidenced by a Company Request or Company Order and
      any resolution of the Board of Directors may be sufficiently evidenced by
      a Board Resolution;

	 	 	 
	 	(3) 	
      whenever in the administration of this Indenture the
      Trustees shall deem it desirable that a matter be proved or established
      prior to taking, suffering or omitting any action hereunder, each Trustee
      (unless other evidence be herein specifically prescribed) may, in the
      absence of bad faith on its part, rely upon an Officers’
    Certificate;



- 62 - 





	 	(4) 	
      the Trustees may consult with counsel and the written
      advice of such counsel or any opinion of Counsel shall be full and
      complete authorization and protection in respect of any action taken,
      suffered or omitted by them hereunder in good faith and in reliance
      thereon;

	 	 	 
	 	(5) 	
      the Trustees shall be under no obligation to exercise any
      of the rights or powers vested in it by this Indenture at the request or
      direction of any of the Holders of Securities of any series or any related
      coupons pursuant to this Indenture, unless such Holders shall have offered
      to the Trustees reasonable security or indemnity against the costs,
      expenses and liabilities which might be incurred by them in compliance
      with such request or direction;

	 	 	 
	 	(6) 	
      the Trustees shall not be bound to make any investigation
      into the facts or matters stated in any resolution, certificate,
      statement, instrument, opinion, report, notice, request, direction,
      consent, order, bond, debenture, note, other evidence of indebtedness or
      other paper or document, but the Trustees, in their discretion, may make
      such further inquiry or investigation into such facts or matters as they
      may see fit, and, if the Trustees shall determine to make such further
      inquiry or investigation, they shall be entitled to examine the books,
      records and premises of the Company, personally or by agent or
      attorney;

	 	 	 
	 	(7) 	
      in an Event of Default, the Trustees’ powers shall not be
      infringed upon so long as they act in accordance with Section
    7.02(b);

	 	 	 
	 	(8) 	
      the Trustees may execute any of the trusts or powers
      hereunder or perform any duties hereunder either directly or by or through
      agents or attorneys and the Trustees shall not be responsible for any
      misconduct or negligence on the part of any agent or attorney appointed
      with due care by them hereunder; and

	 	 	 
	 	(9) 	
      the Trustees shall not be liable for any action taken,
      suffered or omitted by them in good faith and believed by them to be
      authorized or within the discretion or rights or powers conferred upon
      them by this Indenture so long as they act in accordance with Section
      7.02(b).




	Section 7.04 	Trustees Not Responsible for Recitals or
      Issuance of Securities 


The recitals contained herein and in the Securities, except for
a Trustee’s certificates of authentication, and in any coupons shall be taken as
the statements of the Company, and neither Trustee nor any Authenticating Agent
assumes any responsibility for their correctness. The Trustees make no
representations as to the validity or sufficiency of this Indenture or of the
Securities or coupons, except that the Trustees represent that they are duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform their obligations hereunder and that the statements made by the U.S.
Trustee in a Statement of Eligibility on Form T-1 supplied to the Company are
true and accurate, subject to the qualifications set forth therein. Neither
Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof. Nothing herein
contained will impose on either Trustee any obligation to see to, or to require
evidence of, the registration or filing (or renewal thereof) of this Indenture or any supplemental
indenture. The Trustees shall not be bound to give notice to any person of the
execution hereof. 

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	Section 7.05 	May Hold Securities 


The Trustees, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other agent of the Company or of the Trustees, in
their individual or any other capacity, may become the owner or pledgee of
Securities and coupons and, subject to TIA Sections 310(b) and 311, may
otherwise deal with the Company, including, without limitation, as a creditor of
the Company, with the same rights they would have if they were not Trustees,
Authenticating Agent, Paying Agent, Security Registrar or such other agent. A
Trustee that has resigned or was removed shall remain subject to TIA Section
311(a) to the extent provided therein. 

	Section 7.06 	Money Held in Trust 


Money held by the Trustees in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustees
shall be under no liability for interest on any money received by them hereunder
except as otherwise agreed with the Company. 

	Section 7.07 	Compensation and Reimbursement
  


The Company agrees: 

	 	(1) 	
      to pay to the Trustees from time to time reasonable
      compensation for all services rendered by them hereunder (which
      compensation shall not be limited by any provision of law in regard to the
      compensation of a trustee of an express trust); any invoices which remain
      outstanding for 30 days following the date of invoice shall accrue
      interest at the then current rate of interest charged by the Canadian
      Trustee to it corporate clients;

	 	 	 
	 	(2) 	
      except as otherwise expressly provided herein, to
      reimburse the Trustees upon their request for all reasonable expenses,
      disbursements and advances incurred or made by the Trustees in accordance
      with any provision of this Indenture (including the reasonable
      compensation and the expenses and disbursements of their agents and
      counsel), except any such expense, disbursement or advance as may be
      attributable to the U.S. Trustee’s gross negligence or bad faith or the
      Canadian Trustee’s gross negligence or willful misconduct, respectively;
      and

	 	 	 
	 	(3) 	
      to indemnify the Trustees for, and to hold them and their
      directors, officers, agents, representatives, successors, assigns and
      employees harmless against, any loss, liability or expense incurred
      without gross negligence or bad faith on the part of the U.S. Trustee, or
      gross negligence or willful misconduct on the part of the Canadian
      Trustee, respectively, arising out of or in connection with the acceptance
      or administration of the trust or trusts hereunder, including reasonable
      attorneys’ fees and other reasonable costs and expenses of defending
      themselves against any claim or liability in connection with the exercise
      or performance of any of their powers or duties
  hereunder.



- 64 - 




The obligations of the Company under this Section to compensate
the Trustees, to pay or reimburse the Trustees for expenses, disbursements and
advances and to indemnify and hold harmless the Trustees shall constitute
additional indebtedness hereunder and shall survive the satisfaction and
discharge of this Indenture and the resignation or removal of the Trustee. As
security for the performance of such obligations of the Company, the Trustees
shall have a claim prior to the Securities upon all property and funds held or
collected by the Trustees as such, except funds held in trust for the payment of
principal of (or premium, if any) or interest, if any, on particular Securities
or any coupons. 

When the Trustees incur expenses or render services in
connection with an Event of Default specified in Section 6.01(6) or (7), the
expenses (including reasonable charges and expense of its counsel) of and the
compensation for such services are intended to constitute expenses of
administration under any applicable U.S. or Canadian federal, state or
provincial bankruptcy, insolvency or other similar law. 

The provisions of this Section shall survive the termination of
this Indenture. 

	Section 7.08 	Corporate Trustees Required; Eligibility
    



	 	(1) 	
      There shall be at all times a U.S. Trustee hereunder
      which shall be eligible to act as Trustee under TIA Section 310(a)(1) and,
      together with its immediate parent, shall have a combined capital and
      surplus of at least $50,000,000. If the U.S. Trustee publishes reports of
      condition at least annually, pursuant to law or to the requirements of
      U.S. federal, state, territorial or District of Columbia supervising or
      examining authority, then for the purposes of this Section, the combined
      capital and surplus of U.S. Trustee shall be deemed to be its combined
      capital and surplus as set forth in its most recent report of condition so
      published. If at any time the U.S. Trustee shall cease to be eligible in
      accordance with the provisions of this Section, it shall resign
      immediately in the manner and with the effect hereinafter specified in
      this Article.

	 	 	 
	 	(2) 	
      For so long as required by Trust Indenture Legislation,
      there shall be a Canadian Trustee under this Indenture. The Canadian
      Trustee shall at all times be a resident or authorized to do business in
      the Province of Ontario and any other province in Canada where Holders may
      be resident from time to time. The Canadian Trustee represents and
      warrants that no material conflict of interest exists in the Canadian
      Trustee’s role as a fiduciary hereunder and agrees that in the event of a
      material conflict of interest arising hereafter it will, within 30 days
      after ascertaining that it has such material conflict of interest, either
      eliminate the same or resign its trust hereunder. If any such material
      conflict of interests exists or hereafter shall exist, the validity and
      enforceability of this Indenture shall not be affected in any manner
      whatsoever by reason thereof.

	 	 	 
	 	(3) 	
      The Trustees will not be required to give any bond or
      security in respect of the execution of the trusts and powers set out in
      this Indenture or otherwise in respect of the
premises.



- 65 - 





	 	(4) 	
      Neither Trustee nor any Affiliate of either Trustee shall
      be appointed a receiver or receiver and manager or liquidator of all or
      any part of the assets or undertaking of the
Company.




	Section 7.09 	Resignation and Removal; Appointment of
      Successor 



	 	(1) 	
      No resignation or removal of either Trustee and no
      appointment of a successor Trustee pursuant to this Article shall become
      effective until the acceptance of appointment by the successor Trustee in
      accordance with the applicable requirements of Section 7.10.

	 	 	 
	 	(2) 	
      Either Trustee may resign at any time with respect to the
      Securities of one or more series by giving written notice thereof to the
      Company. If the instrument of acceptance by a successor Trustee required
      by Section 7.10 shall not have been delivered to such Trustee within 30
      days after the giving of such notice of resignation, the resigning Trustee
      may petition any court of competent jurisdiction for the appointment of a
      successor Trustee with respect to the Securities of such series.

	 	 	 
	 	(3) 	
      Either Trustee may be removed following thirty days
      notice with respect to the Securities of any series by Act of the Holders
      of not less than a majority in principal amount of the Outstanding
      Securities of such series, delivered to such Trustee and to the
      Company.

	 	 	 
	 	(4) 	
      If at any time:




	 	(a) 	
      either Trustee shall acquire any conflicting interest as
      defined in TIA Section 310(b) and fail to comply with the provisions of
      TIA Section 310(b)(i), or

	 	 	 
	 	(b) 	
      either Trustee shall fail to comply with the provisions
      of TIA Section 310(b) after written request therefor by the Company or by
      any Holder who has been a bona fide Holder of a Security for at least six
      months, or

	 	 	 
	 	(c) 	
      either Trustee shall cease to be eligible under Section
      7.08 and shall fail to resign after written request therefor by the
      Company or by any Holder who has been a bona fide Holder of a Security for
      at least six months, or

	 	 	 
	 	(d) 	
      either Trustee shall become incapable of acting or shall
      be adjudged a bankrupt or insolvent or a receiver of such Trustee or of
      its property shall be appointed or any public officer shall take charge or
      control of such Trustee or of its property or affairs for the purpose of
      rehabilitation, conservation or liquidation,



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

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	 	(5) 	
      If either Trustee shall resign, be removed or become
      incapable of acting, or if a vacancy shall occur in the office of the U.S.
      Trustee or the Canadian Trustee for any cause, with respect to the
      Securities of one or more series, the Company, by a Board Resolution,
      shall promptly appoint a successor Trustee or Trustees with respect to the
      Securities of that or those series (it being understood that any such
      successor Trustee may be appointed with respect to the Securities of one
      or more or all of such series) provided, however, that the
      Company shall not be required to appoint a successor Trustee to the
      Canadian Trustee if the Canadian Trustee resigns or is removed and a
      Canadian Trustee under this Indenture is no longer required under Trust
      Indenture Legislation. If, within one year after such resignation, removal
      or incapability, or the occurrence of such vacancy, a successor Trustee
      with respect to the Securities of any series shall be appointed by Act of
      the Holders of a majority in principal amount of the Outstanding
      Securities of such series delivered to the Company and the retiring
      Trustee, the successor Trustee so appointed shall, forthwith upon its
      acceptance of such appointment, become the successor Trustee with respect
      to the Securities of such series and to that extent supersede the
      successor Trustee appointed by the Company. If no successor Trustee with
      respect to the Securities of any series shall have been so appointed by
      the Company or the Holders and accepted appointment in the manner
      hereinafter provided, any Holder who has been a bona fide Holder of a
      Security of such series for at least six months may, on behalf of himself
      and all others similarly situated, petition any court of competent
      jurisdiction for the appointment of a successor Trustee with respect to
      the Securities of such series.

	 	 	 
	 	(6) 	
      The Company shall give notice of each resignation and
      each removal of a Trustee with respect to the Securities of any series and
      each appointment of a successor Trustee with respect to the Securities of
      any series to the Holders of Securities of such series in the manner
      provided for in Section 1.06. Each notice shall include the name of the
      successor Trustee with respect to the Securities of such series and the
      address of its Corporate Trust Office.

	 	 	 
	 	(7) 	
      If a Canadian Trustee under this Indenture is no longer
      required by Trust Indenture Legislation, then the Company by a Board
      Resolution may remove the Canadian Trustee after giving 30 days
    notice.




	Section 7.10 	Acceptance of Appointment by Successor
    



	 	(1) 	
      In case of the appointment hereunder of a successor
      Trustee with respect to all Securities, every such successor Trustee so
      appointed shall execute, acknowledge and deliver to the Company and to the
      retiring Trustee an instrument accepting such appointment, and thereupon
      the resignation or removal of the retiring Trustee shall become effective
      and such successor Trustee, without any further act, deed or conveyance,
      shall become vested with all the rights, powers, trusts and duties of the
      retiring Trustee; but, on the request of the Company or
  the successor Trustee, such retiring Trustee shall, upon
      payment of its charges, execute and deliver an instrument transferring to
      such successor Trustee all the rights, powers and trusts of the retiring
      Trustee and shall duly assign, transfer and deliver to such successor
      Trustee all property and money held by such retiring Trustee
    hereunder.



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	 	(2) 	
      In case of the appointment hereunder of a successor
      Trustee with respect to the Securities of one or more (but not all)
      series, the Company, the retiring Trustee and each successor Trustee with
      respect to the Securities of one or more series shall execute and deliver
      an indenture supplemental hereto wherein each successor Trustee shall
      accept such appointment and which (1) shall contain such provisions as
      shall be necessary or desirable to transfer and confirm to, and to vest
      in, each successor Trustee all the rights, powers, trusts and duties of
      the retiring Trustee with respect to the Securities of that or those
      series to which the appointment of such successor Trustee relates, (2) if
      the retiring Trustee is not retiring with respect to all Securities, shall
      contain such provisions as shall be deemed necessary or desirable to
      confirm that all the rights, powers, trusts and duties of the retiring
      Trustee with respect to the Securities of that or those series as to which
      the retiring Trustee is not retiring shall continue to be vested in the
      retiring Trustee, and (3) shall add to or change any of the provisions of
      this Indenture as shall be necessary to provide for or facilitate the
      administration of the trusts hereunder by more than one Trustee, it being
      understood that nothing herein or in such supplemental indenture shall
      constitute such Trustees co-trustees of the same trust and that each such
      Trustee shall be trustee of a trust or trusts hereunder separate and apart
      from any trust or trusts hereunder administered by any other such Trustee;
      and upon the execution and delivery of such supplemental indenture the
      resignation or removal of the retiring Trustee shall become effective to
      the extent provided therein and each such successor Trustee, without any
      further act, deed or conveyance, shall become vested with all the rights,
      powers, trusts and duties of the retiring Trustee with respect to the
      Securities of that or those series to which the appointment of such
      successor Trustee relates; but, on request of the Company or any successor
      Trustee, such retiring Trustee shall duly assign, transfer and deliver to
      such successor Trustee all property and money held by such retiring
      Trustee hereunder with respect to the Securities of that or those series
      to which the appointment of such successor Trustee relates. Whenever there
      is a successor Trustee with respect to one or more (but less than all)
      series of Securities issued pursuant to this Indenture, the terms
      “Indenture” and “Securities” shall have the meanings specified in the
      provisions to the respective definitions of those terms in Section 1.01
      which contemplate such situation.

	 	 	 
	 	(3) 	
      Upon reasonable request of any such successor Trustee,
      the Company shall execute any and all instruments for more fully and
      certainly vesting in and confirming to such successor Trustee all rights,
      powers and trusts referred to in paragraph (a) or (b) of this Section, as
      the case may be.



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	 	(4) 	
      No successor Trustee shall accept its appointment unless
      at the time of such acceptance such successor Trustee shall be qualified
      and eligible under this Article.




	Section 7.11 	Merger, Conversion, Consolidation or
      Succession to Business 


Any corporation into which either Trustee or its corporate
trust business may be merged or converted or with which it may be consolidated,
or any corporation resulting from any merger, conversion or consolidation to
which either Trustee shall be a party, or any corporation succeeding to all or
substantially all the corporate trust business of either Trustee, shall be the
successor of such Trustee hereunder, provided such corporation shall be
otherwise qualified and eligible under this Article, without the execution or
filing of any paper or any further act on the part of any of the parties hereto.
In case any Securities shall have been authenticated, but not delivered, by a
Trustee then in office, any successor by merger, conversion or consolidation to
such authenticating Trustee may adopt such authentication and deliver the
Securities so authenticated with the same effect as if such successor Trustee
had itself authenticated such Securities. In case any of the Securities shall
not have been authenticated by such predecessor Trustee, any successor Trustee
may authenticate such Securities either in the name of any predecessor hereunder
or in the name of the successor Trustee. In all such cases such certificates
shall have the full force and effect which this Indenture provides for the
certificate of authentication of such Trustee; provided, however,
that the right to adopt the certificate of authentication of any predecessor
Trustee or to authenticate Securities in the name of any predecessor Trustee
shall apply only to its successor or successors by merger, conversion or
consolidation. 

	Section 7.12 	Appointment of Authenticating Agent
  


At any time when any of the Securities remain outstanding, the
Trustees may appoint an Authenticating Agent or Agents, with respect to one or
more series of Securities which shall be authorized to act on behalf of the
Trustees to authenticate Securities of such series and the Trustees shall give
written notice of such appointment to all Holders of Securities of the series
with respect to which such Authenticating Agent will serve, in the manner
provided for in Section 1.06. Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Appropriate Trustee hereunder. Any such
appointment shall be evidenced by an instrument in writing signed by a
Responsible Officer of the Trustees, and a copy of such instrument shall be
promptly furnished to the Company. Wherever reference is made in this Indenture
to the authentication and delivery of Securities by the Trustees or either
Trustee’s certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustees by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustees by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any state thereof
or the District of Columbia or the laws of Canada or any province thereof,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or
examination by U.S. federal or state or Canadian federal or provincial
authority. If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time an Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section, it shall resign immediately
in the manner and with the effect specified in this Section. 

- 69 - 




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

An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustees and to the Company. The Trustees may at
any time terminate the agency of an Authenticating Agent by giving written
notice thereof to such Authenticating Agent and to the Company. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time
such Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustees may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give written notice of
such appointment to all Holders of Securities of the series with respect to
which such Authenticating Agent will serve, in the manner provided for in
Section 1.06. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section. 

The Trustees agree to pay to each Authenticating Agent from
time to time reasonable compensation for its services under this Section, and
the Trustees shall be entitled to be reimbursed for such payments, subject to
the provisions of Section 7.07. 

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

(Certificate of Authentication may be executed by either
Trustee) 

[___________________], as U.S. Trustee,
certifies that this is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture. 

Dated: ____________


[_____________________], 
as U.S.
Trustee 

By: _____________________________
            As
Authenticating Agent 

- 70 - 




By:
_____________________________
         
Authorized Officer 

[_________________], as Canadian Trustee, certifies that this
is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture. 

Dated: ____________


	[_________________], as Canadian Trustee 
	  
	By: _____________________________
	          As
      Authenticating Agent 
	  
	By: _____________________________
	         
      Authorized Officer 




	Section 7.13 	Joint Trustees 


The rights, powers, duties and obligations conferred and
imposed upon the Trustees are conferred and imposed upon and shall be exercised
and performed by the U.S. Trustee and the Canadian Trustee individually, except
to the extent the Trustees are required under Trust Indenture Legislation to
perform such acts jointly, and neither Trustee shall be liable or responsible
for the acts or omissions of the other Trustee. If the U.S. Trustee and Canadian
Trustee are unable to agree jointly to act or refrain from acting, the
Appropriate Trustee shall make the decision in accordance with its applicable
legislation. Unless the context implies or requires otherwise, any written
notice, request, direction, certificate, instruction, opinion or other document
(each such document, a “Writing”) delivered pursuant to any provision of this
Indenture to any of the U.S. Trustee or the Canadian Trustee shall be deemed for
all purposes of this Indenture as delivery of such Writing to the Trustee. Each
such trustee in receipt of such Writing shall notify such other trustee of its
receipt of such Writing within two Business Days of such receipt
provided, however, that any failure of such trustee in receipt of
such Writing to so notify such other trustee shall not be deemed as a deficiency
in the delivery of such Writing to the Trustee. 

	Section 7.14 	Other Rights of Trustees



Each Trustee shall retain the right not to act and shall not be
liable for refusing to act if, due to a lack of information or for any other
reason whatsoever, either Trustee, in its sole judgment, determines that such
act might cause it to be in non-compliance with any applicable anti-money
laundering or anti-terrorist legislation, regulation or guideline. Further,
should either Trustee, in its sole judgment, determine at any time that its
acting under this Indenture has resulted in its being in non-compliance with any
applicable anti-money laundering or anti-terrorist legislation, regulation or
guideline, then it shall have the right to resign on 10 days written notice to
all parties provided (i) that such Trustee’s written notice shall describe the
circumstances of such non-compliance; and (ii) that if such circumstances are
rectified to such Trustee’s satisfaction within such 10 day period, then such
resignation shall not be effective.

- 71 - 




The parties hereto acknowledge that Canadian federal and
provincial legislation addressing the protection of individuals’ personal
information (collectively, “Privacy Laws”) applies to obligations and activities
under this Indenture. Despite any other provision of this Indenture, neither
party shall take or direct any action that would contravene, or cause the other
to contravene, applicable Privacy Laws. The Company, prior to transferring, or
causing to be transferred, personal information to the Canadian Trustee, shall
obtain and retain required consents of the relevant individuals to the
collection, use and disclosure of their personal information, or shall have
determined that such consents either have been previously given and can be
relied on or are not required under Privacy Laws. The Canadian Trustee shall use
commercially reasonable efforts to ensure that its services hereunder comply
with Privacy Laws. Specifically, the Trustee agrees to (i) have designated a
chief privacy officer; (ii) maintain policies and procedures to protect personal
information and to receive and respond to any privacy complaint or inquiry;
(iii) use personal information solely for the purposes of providing its services
under or ancillary to this Indenture and not to use it for any other purpose
except with the consent and direction of the Company; (iv) not sell or otherwise
improperly disclose personal information to any third party; and (v) use
employee administrative, physical and technological safeguards to reasonably
secure and protect personal information against loss, theft or unauthorized
access, use or modification. 

It is expressly acknowledged and agreed that the Canadian
Trustee may, in the course of providing services hereunder, collect or receive,
use and disclose financial and other personal information about such parties
and/or their representatives, as individuals, or about other individuals related
to the subject matter hereof, and use such information for the following
purposes: 

	 	(i) 	
      to provide the services required under this Indenture and
      other services that may be requested from time to time;

	 	 	 
	 	(ii) 	
      to help the Canadian Trustee manage its servicing
      relationships with such individuals;

	 	 	 
	 	(iii) 	
      to meet the Canadian Trustee’s legal and regulatory
      requirements; and

	 	 	 
	 	(iv) 	
      if social insurance numbers are collected by the Canadian
      Trustee, to perform tax reporting and to assist in verification of an
      individual’s identity for security purposes.



Further, each party agrees that it shall not provide or cause
to be provided to the Canadian Trustee any personal information relating to an
individual who is not a party to this Indenture unless that party has assured
itself that such individual understands and has consented to the aforementioned
uses and disclosures. Notwithstanding anything to the contrary herein, the
Company and the Trustees may, without liability, disclose information about the
Holders and Beneficial Owners or Potential Holders or Beneficial Owners of the
Securities pursuant to subpoena or other order issued by a court of competent
jurisdiction or when otherwise required by applicable law. 

- 72 - 




Unless otherwise notified, the Trustees shall be entitled to
assume that all payments have been made by the Company as required under this
Indenture. 

The Trustees may assume for the purposes of this Indenture that
any address on the register of the Holders of the Securities is the holder’s
actual address and is also determinative as to residency. 

The Trustees shall have no obligation to ensure or verify
compliance with any applicable laws or regulatory requirements on the issue,
exercise or transfer of any Securities provided such issue, exercise or
transfer, as the case may be, is effected in accordance with the terms of this
Indenture. The Trustees shall be entitled to process all transfers of Securities
upon the presumption that such transfers are permissible pursuant to all
applicable laws and regulatory requirements. The Trustees shall have no
obligation to ensure that legends appearing on the Securities certificates
comply with regulatory requirements or securities laws of any applicable
jurisdiction. 

Except as provided in this Indenture, the Trustees shall retain
the right not to act and shall not be held liable for refusing to act unless it
has received clear and reasonable documentation which complies with the terms of
this Indenture; such document must not require the exercise of any discretion or
independent judgment. 

Each Trustee hereby accepts the trusts in this Indenture
declared and provided for and agrees to perform the same upon the terms and
conditions herein set forth and to hold all rights, privileges and benefits
conferred hereby and by law in trust for the various persons who shall from time
to time be holders, subject to all the terms and conditions herein set forth.


	Section 7.15 	Third Party Interests



Each party to this Indenture hereby represents to each Trustee
that any account to be opened by, or interest to held by the Trustees in
connection with this Indenture, for or to the credit of such party, either (i)
is not intended to be used by or on behalf of any third party; or (ii) is
intended to be used by or on behalf of a third party, in which case such party
hereto agrees to complete and execute forthwith a declaration in each Trustee's
prescribed form as to the particulars of such third party. 

ARTICLE EIGHT 
HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND
COMPANY 

	Section 8.01 	Company to Furnish Trustee Names and
      Addresses of Holders 


The Company will furnish or cause to be furnished to the
Trustee (1) not more than 15 days after each Regular Record Date, or such lesser
time as required by the Trustee, a list, in such form as the Trustee may
reasonably require, of the names and addresses of Holders as of such Regular
Record Date; provided, however, that the Company shall not be obligated to
furnish or cause to be furnished such list at any time that the list shall not
differ in any respect from the most recent list furnished to the Trustee by the
Company or at such times as the Trustee is acting as Security Registrar for the
applicable series of Securities and (2) at such other times as the Trustee may
request in writing within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not
more than 15 days prior to the time such list is furnished.


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	Section 8.02 	Preservation of List of Names and Addresses
      of Holders 


The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and addresses of the
Holders contained in the most recent list furnished to it as provided in Section
8.01 and as to the names and addresses of Holders received by the Trustee in its
capacity as Security Registrar for the applicable series of Securities (if
acting in such capacity).

The Trustee may destroy any list furnished to it as provided in
Section 8.01 upon receipt of a new list so furnished.

Holders may communicate as provided in TIA Section 312(b) with
other Holders with respect to their rights under this Indenture or under the
Securities. 

	Section 8.03 	Disclosure of Names and Addresses of
      Holders 


Every Holder of Securities or coupons, by receiving and holding
the same, agrees with the Company and the Trustees that none of the Company or
the Trustees or any agent of either of them shall be held accountable by reason
of the disclosure of any such information as to the names and addresses of the
Holders in accordance with TIA Section 312 or the OBCA, regardless of the source
from which such information was derived, and that the Trustees shall not be held
accountable by reason of mailing any material pursuant to a request made under
TIA Section 312(b). 

	Section 8.04 	Reports by Trustees




	 	(1) 	
      Within 60 days after May 15 of each year commencing with
      the first year after the first issuance of Securities pursuant to this
      Indenture, the U.S. Trustee shall transmit to the Holders of Securities,
      in the manner and to the extent provided in Section 313(c) of the Trust
      Indenture Act, a brief report dated as of such reporting date, if required
      by Section 313(a) of the Trust Indenture Act.

	 	 	 
	 	(2) 	
      The U.S. Trustee shall comply with Sections 313(b) and
      313(c) of the Trust Indenture Act.

	 	 	 
	 	(3) 	
      A copy of such report shall, at the time of such
      transmission to the Holders, be filed by the U.S. Trustee with the Company
      (Attention: Chief Financial Officer), with each securities exchange upon
      which any of the Securities are listed (if so listed) and also with the
      Commission. The Company agrees to notify the Trustees when the Securities
      become listed on any securities exchange.




	Section 8.05 	Reports by the Company




	 	(1) 	
      The Company will file with the Trustee, within 20 days
      after the Company files or furnishes them with the Commission, copies of
      the Company’s annual reports 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 Company is required
to file or furnish with the Commission pursuant to Section 13 or 15(d) of the
Exchange Act. 



- 74 - 




Notwithstanding that the Company may
not remain subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act or otherwise report on an annual and quarterly basis on forms
provided for such annual and quarterly reporting pursuant to rules and
regulations promulgated by the Commission, the Company will continue to provide
the Trustee:

		• 	
      within 20 days after the time periods required for the
      filing or furnishing of such forms by the Commission, annual reports on
      Form 40-F or 20-F or any successor form; and 

	 	  	
       

		• 	
      within 20 days after the time periods required for the
      filing of such forms by the Commission, reports on Form 6-K (or any
      successor form), which, regardless of applicable requirements shall, at a
      minimum, contain such information required to be provided in quarterly
      reports under the laws of Canada or any province thereof to security
      holders of a corporation with securities listed on the Toronto Stock
      Exchange, whether or not the Company has any of the Securities listed on
      such exchange. Each of such reports, to the extent permitted by the rules
      and regulations of the Commission, will be prepared in accordance with
      Canadian disclosure requirements and GAAP provided, however, that the
      Company shall not be obligated to file or furnish such reports with the
      Commission if the Commission does not permit such filings; and
  




	 	(2) 	
      the Company will transmit to all Holders, in the manner
      and to the extent provided in Section 313(c) of the Trust Indenture Act,
      within 30 days after the filing thereof with the Trustees, such summaries
      of any information, documents and reports required to be filed by the
      Company pursuant to paragraph (1) of this Section as may be required by
      rules and regulations prescribed from time to time by the
    Commission.



ARTICLE NINE 
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR
LEASE 

	Section 9.01 	Company May Consolidate, etc., only on
      Certain Terms 


The Company shall not amalgamate or consolidate with or merge
into or enter into any statutory arrangement with any other Person, or, directly
or indirectly, convey, transfer or lease all or substantially all of its
properties and assets to any Person, unless: 

	 	(1) 	
      the Person formed by or continuing from such amalgamation
      or consolidation or into which the Company is merged or with which it
      enters into such statutory arrangement or the Person which acquires by
      operation of law or by conveyance or transfer, or which leases, all or substantially all of
      the properties and assets of the Company shall be a corporation,
      partnership or trust organized and validly existing under the laws of
      Canada or any province or territory thereof, the United States of America
      or any state thereof or the District of Columbia or, if such amalgamation,
      merger, consolidation, statutory arrangement or other transaction would
      not impair the rights of Holders, any other country, and, unless the
      Company is the continuing corporation, shall expressly assume, by an
      indenture supplemental hereto, executed and delivered to the Trustees, in
      form satisfactory to the Trustees, the Company’s obligation for the due
      and punctual payment of the principal of (and premium, if any), and
      interest, if any, on all the Securities and the performance and observance
      of every covenant of this Indenture on the part of the Company to be
      performed or observed;



- 75 - 





	 	(2) 	
      immediately after giving effect to such transaction, no
      Default or Event of Default shall have happened and be continuing;
    and

	 	 	 
	 	(3) 	
      the Company or such Person shall have delivered to the
      Trustees an officers’ Certificate and an opinion of Counsel, each stating
      that such amalgamation, statutory arrangement, consolidation, merger,
      conveyance, transfer or lease and such supplemental indenture comply with
      this Article and that all conditions precedent herein provided for
      relating to such transaction have been complied
with.



This Section 9.01 shall only apply to a merger, consolidation
or amalgamation in which the Company is not the surviving Person and to
conveyances, leases and transfers by the Company as transferor or lessor. 

	Section 9.02 	Successor Person Substituted
  


Upon any amalgamation or consolidation by the Company with or
merger by the Company into any other corporation or a statutory arrangement or
any conveyance, transfer or lease all or substantially all of the properties and
assets of the Company to any Person in accordance with Section 9.01, the
successor Person formed by such amalgamation or consolidation or into which the
Company is merged or statutory arrangement, or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor Person had been named as the Company herein,
and in the event of any such conveyance or transfer, the Company (which term
shall for this purpose mean the Person named as the “Company” in the first
paragraph of this Indenture or any successor Person which shall theretofore
become such in the manner described in Section 9.01), except in the case of a
lease, shall be discharged of all obligations and covenants under this Indenture
and the Securities and the coupons and may be dissolved and liquidated. 

- 76 - 




ARTICLE TEN 
SUPPLEMENTAL INDENTURES 

	Section 10.01 	Supplemental Indentures Without Consent of
      Holders 


Without the consent of any Holders, the Company, when
authorized by or pursuant to a Board Resolution, and the Trustees, at any time
and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustees, for any of the following purposes:


	 	(1) 	
      to evidence the succession of another Person to the
      Company and the assumption by any such successor of the covenants of the
      Company contained herein and in the Securities; or

	 	 	 
	 	(2) 	
      to add to the covenants of the Company for the benefit of
      the Holders of all or any series of Securities and any related coupons
      (and if such covenants are to be for the benefit of less than all series
      of Securities, stating that such covenants are being included solely for
      the benefit of such series) or to surrender any right or power herein
      conferred upon the Company; or

	 	 	 
	 	(3) 	
      to add any additional Events of Default (and if such
      Events of Default are to be for the benefit of less than all series of
      Securities, stating that such Events of Default are being included solely
      for the benefit of such series); or

	 	 	 
	 	(4) 	
      to add to or change any of the provisions of this
      Indenture to provide that Bearer Securities may be registrable as to
      principal, to change or eliminate any restrictions on the payment of
      principal of or any premium or interest on Bearer Securities, to permit
      Bearer Securities to be issued in exchange for Registered Securities, to
      permit Bearer Securities to be issued in exchange for Bearer Securities of
      other authorized denominations or to permit or facilitate the issuance of
      Securities in uncertificated form; provided that any such action shall not
      adversely affect the interests of the Holders of Securities of any series
      or any related coupons in any material respect; or

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

	 	 	 
	 	(6) 	
      to establish the form or terms of Securities of any
      series as permitted by Sections 2.01 and 3.01; or

	 	 	 
	 	(7) 	
      to evidence and provide for the acceptance of appointment
      hereunder by a successor Trustee with respect to the Securities of one or
      more series and to add to or change any of the provisions of this
      Indenture as shall be necessary to provide for or facilitate the
      administration of the trusts hereunder by more than one Trustee, pursuant
      to the requirements of Section 7.10; or



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	 	(8) 	
      to close this Indenture with respect to the
      authentication and delivery of additional series of Securities, to cure
      any ambiguity, to correct or supplement any provision herein which may be
      inconsistent with any other provision herein, or to make any other
      provisions with respect to matters or questions arising under this
      Indenture; provided that any such action shall not adversely affect
      the interests of the Holders of Securities of any series and any related
      coupons in any material respect; or

	 	 	 
	 	(9) 	
      to supplement any of the provisions of this Indenture to
      such extent as shall be necessary to permit or facilitate the defeasance
      and discharge of any series of Securities pursuant to Sections 4.01, 15.02
      and 15.03; provided that any such action shall not adversely affect
      the interests of the Holders of Securities of such series and any related
      coupons or any other series of securities in any material respect;
    or

	 	 	 
	 	(10) 	
      to modify, eliminate or add to the provisions of this
      Indenture to such extent as shall be necessary to effect the
      qualifications of this Indenture under any applicable law of the United
      States and Canada or of any province or territory thereof to the extent
      they do not conflict with the applicable law of the United States
      heretofore or hereafter enacted.




	Section 10.02 	Supplemental Indentures with Consent of
      Holders 


With the consent of the Holders of not less than a majority in
principal amount of all Outstanding Securities affected by such supplemental
indenture, by Act of said Holders delivered to the Company and the Trustees, the
Company, when authorized by or pursuant to a Board Resolution, and the Trustees
may enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture which affect such series of Securities or of
modifying in any manner the rights of the Holders of Securities of such series
under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security
of such series, 

	 	(1) 	
      change the Stated Maturity of the principal of (or
      premium, if any) or any installment of interest on any Security of such
      series, or reduce the principal amount thereof (or premium, if any) or the
      rate of interest, if any, thereon, or change any obligation of the Company
      to pay Additional Amounts contemplated by Section 11.05 (except as
      contemplated by Section 9.01 and permitted by Section 10.01), or reduce
      the amount of the principal of an Original Issue Discount Security of such
      series that would be due and payable upon a declaration of acceleration of
      the Maturity thereof pursuant to Section 6.02 or the amount thereof
      provable in bankruptcy pursuant to Section 6.04, or adversely affect any
      right of repayment at the option of any Holder of any Security of such
      series, or change any Place of Payment where, or the Currency in which,
      any Security of such series or any premium or interest thereon is payable,
      or impair the right to institute suit for the enforcement of any such
      payment on or after the Stated Maturity thereof (or, in the case of
      redemption or repayment at the option of the Holder, on or after the Redemption Date or Repayment
      Date, as the case may be), or adversely affect any right to convert or
      exchange any Security as may be provided pursuant to Section 3.01 herein,
      or



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	 	(2) 	
      reduce the percentage in principal amount of the
      Outstanding Securities of such series required for any such supplemental
      indenture, or the consent of whose Holders is required for any waiver of
      compliance with certain provisions of this Indenture which affect such
      series or certain defaults applicable to such series hereunder and their
      consequences provided for in this Indenture, or reduce the requirements of
      Section 16.04 for quorum or voting with respect to Securities of such
      series, or

	 	 	 
	 	(3) 	
      modify any of the provisions of this Section, Section
      6.13 or Section 11.08, except to increase any such percentage or to
      provide that certain other provisions of this Indenture which affect such
      series cannot be modified or waived without the consent of the Holder of
      each Outstanding Security of such series.



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


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

	Section 10.03 	Execution of Supplemental Indentures
  


In executing, or accepting the additional trusts created by,
any supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustees shall be entitled
to receive, in addition to the documents required by Section 1.02, and shall be
fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture. Each Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects such Trustee’s own rights, duties or
immunities under this Indenture or otherwise. 

	Section 10.04 	Effect of Supplemental Indentures
  


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

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	Section 10.05 	Conformity with Trust Indenture
      Legislation 


Every supplemental indenture executed pursuant to this Article
shall conform to the requirements of Trust Indenture Legislation as then in
effect. 

	Section 10.06 	Reference in Securities to Supplemental
      Indentures 


Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustees, bear a notation in form approved by the Trustees as
to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of any series so modified as to conform, in the
opinion of the Trustees and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustees in exchange for outstanding Securities of such series. 

	Section 10.07 	Notice of Supplemental Indentures
  


Promptly after the execution by the Company and the Trustees of
any supplemental indenture pursuant to the provisions of Section 10.02, the
Company shall give notice thereof to the Holders of each outstanding Security
affected, in the manner provided for in Section 1.06, setting forth in general
terms the substance of such supplemental indenture. 

ARTICLE ELEVEN 
COVENANTS 

	Section 11.01 	Payment of Principal, Premium, if any, and
      Interest 


The Company covenants and agrees for the benefit of the Holders
of each series of Securities and any related coupons that it will duly and
punctually pay the principal of (and premium, if any) and interest, if any, on
the Securities of that series in accordance with the terms of the Securities,
any coupons appertaining thereto and this Indenture. Unless otherwise specified
as contemplated by Section 3.01 with respect to any series of Securities, any
interest installments due on Bearer Securities on or before Maturity shall be
payable only upon presentation and surrender of the several coupons for such
interest installments as are evidenced thereby as they severally mature. 

	Section 11.02 	Maintenance of Office or Agency
  



	 	(1) 	
      If the Securities of a series are issuable as Registered
      Securities, the Company will maintain in each Place of Payment for any
      series of Securities an office or agency where Securities of that series
      may be presented or surrendered for payment, where Securities of that
      series may be surrendered for registration of transfer or exchange, where
      Securities of that series that are convertible or exchangeable may be
      surrendered for conversion or exchange, as applicable, and where notices
      and demands to or upon the Company in respect of the Securities of that
      series and this Indenture may be served and, if the Securities of a series
      are also issuable as Bearer Securities, where Bearer Securities of that
      series and related coupons may be presented or surrendered for
      payment in the circumstances described in this Section 11.02.



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	 	(2) 	
      If Securities of a series are issuable as Bearer
      Securities, the Company will maintain (A) in The City of New York, an
      office or agency where any Registered Securities of that series may be
      presented or surrendered for payment, where any Registered Securities of
      that series may be surrendered for registration of transfer, where
      Securities of that series may be surrendered for exchange, where
      Securities of that series that are convertible or exchangeable may be
      surrendered for conversion or exchange, as applicable, where notices and
      demands to or upon the Company in respect of the Securities of that series
      and this Indenture may be served and where Bearer Securities of that
      series and related coupons may be presented or surrendered for payment in
      the circumstances described in the following paragraph (and not otherwise)
      (B) subject to any laws or regulations applicable thereto, in a Place of
      Payment for that series which is located outside the United States, an
      office or agency where Securities of that series and related coupons may
      be presented and surrendered for payment; provided, however,
      that, if the Securities of that series are listed on any stock exchange
      located outside the United States and such stock exchange shall so
      require, the Company will maintain a Paying Agent for the Securities of
      that series in any required city located outside the United States so long
      as the Securities of that series are listed on such exchange and (C)
      subject to any laws or regulations applicable thereto, in a Place of
      Payment for that series located outside the United States an office or
      agency where any Registered Securities of that series may be surrendered
      for registration of transfer, where Securities of that series may be
      surrendered for exchange, where Securities of that series that are
      convertible and exchangeable may be surrendered for conversion or
      exchange, as applicable, and where notices and demands to or upon the
      Company in respect of the Securities of that series and this Indenture may
      be served.

	 	 	 
	 	(3) 	
      The Company will give prompt written notice to the
      Trustees of the location, and any change in the location, of such office
      or agency. If at any time the Company shall fail to maintain any such
      required office or agency or shall fail to furnish the Trustees with the
      address thereof, such presentations, surrenders, notices and demands may
      be made or served at the Corporate Trust Office of the U.S. Trustee,
      except that Bearer Securities of any series and the related coupons may be
      presented and surrendered for payment at the offices specified in the
      Security and the Company hereby appoints the same as its agents to receive
      such respective presentations, surrenders, notices and demands.

	 	 	 
	 	(4) 	
      Unless otherwise specified with respect to any Securities
      pursuant to Section 3.01, no payment of principal, premium or interest on
      Bearer Securities shall be made at any office or agency of the Company in
      the United States or by check mailed to any address in the United States
      or by transfer to an account maintained with a bank located in the United
      States; provided, however, that, if the Securities of a
      series are payable in Dollars, payment of principal of (and premium, if
      any) and interest, if any, on any Bearer Security shall be made at the
      office of the Company’s Paying Agent in The City of New York, if (but
      only if) payment in Dollars of the full amount of such principals, premium
      or interest, as the case may be, at all offices or agencies outside the
      United States maintained for such purpose by the Company in accordance
      with this Indenture is illegal or effectively precluded by exchange
      controls or other similar restrictions.



- 81 - 





	 	(5) 	
      The Company may also from time to time designate one or
      more other offices or agencies where the Securities of one or more series
      may be presented or surrendered for any or all such purposes and may from
      time to time rescind any such designation; provided,
      however, that no such designation or rescission shall in any manner
      relieve the Company of its obligation to maintain an office or agency in
      accordance with the requirements set forth above for securities of any
      series for such purposes. The Company will give prompt written notice to
      the Trustees of any such designation or rescission and of any change in
      the location of any such other office or agency. Unless otherwise
      specified with respect to any Securities as contemplated by Section 3.01
      with respect to a series of Securities, the Company hereby initially
      appoints the U.S. Trustee at its Corporate Trust office as Paying Agent in
      such city and as its agent to receive all such presentations, surrenders,
      notices and demands.

	 	 	 
	 	(6) 	
      Unless otherwise specified with respect to any Securities
      pursuant to Section 3.01, if and so long as the Securities of any series
      (i) are denominated in a Currency other than Dollars or (ii) may be
      payable in a Currency other than Dollars, or so long as it is required
      under any other provision of the Indenture, then the Company will maintain
      with respect to each such series of Securities, or as so required, at
      least one Exchange Rate Agent.




	Section 11.03 	Money for Securities Payments to Be Held in
      Trust 


If the Company shall at any time act as its own Paying Agent
with respect to any series of Securities and any related coupons, it will, on or
before each due date of the principal of (or premium, if any) or interest, if
any, on any of the Securities of that series, segregate and hold in trust for
the benefit of the Persons entitled thereto a sum in the Currency in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 3.01 for the Securities of such series and except, if applicable, as
provided in Sections 3.11(b), 3.11(d) and 3.11(e)) sufficient to pay the
principal of (or premium, if any) or interest, if any, on Securities of such
series so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided and will promptly notify the Trustees
of its action or failure so to act. 

Whenever the Company shall have one or more Paying Agents for
any series of Securities and any related coupons, it will, at least three
Business Days in advance of the due date of the principal of (or premium, if
any) or interest, if any, on any Securities of that series, deposit with a
Paying Agent a sum (in the Currency described in the preceding paragraph)
sufficient to pay the principal (or premium, if any) or interest, if any, so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium or interest, and (unless such Paying Agent
is such Trustee) the Company will promptly notify the Trustees of its action or
failure so to act. 

- 82 - 




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

	 	(1) 	
      hold all sums held by it for the payment of the principal
      of (and premium, if any) and interest, if any, on 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;

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

	 	 	 
	 	(3) 	
      at any time during the continuance of any such default,
      upon the written request of the Trustees, forthwith pay to the Trustees
      all sums so held in trust by such Paying Agent.



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

Except as provided in the Securities of any series, any money
deposited with the Trustees or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of (or premium, if any) or interest, if
any, on any Security of any series, or any coupon appertaining thereto, and
remaining unclaimed for two years after such principal, premium or interest has
become due and payable shall be paid to the Company on Company Request, or (if
then held by the Company) shall be discharged from such trust; and the Holder of
such Security or coupon shall thereafter look only to the Company for payment
thereof, and all liability of the Trustees or such Paying Agent with respect to
such trust money, and all liability of the Company as trustee thereof, shall
thereupon cease; provided, however, that the Trustees or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in an Authorized Newspaper,
notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication,
any unclaimed balance of such money then remaining will be repaid to the
Company. 

	Section 11.04 	Statement as to Compliance



The Company shall deliver to the Trustees, on or before 120
days after the end of the Company’s fiscal year, an Officers’ Certificate
stating that a review of the activities of the Company during such fiscal year
has been made under the supervision of the signing officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such officer
signing such certificate, that the Company has kept, observed, performed and
fulfilled each and every covenant contained in this Indenture and is not in default in
the performance or observance of any of the terms, provisions and conditions
hereof (or, if a Default or Event of Default shall have occurred and is
continuing, describing all such Defaults or Events of Default of which he or she
may have knowledge and what action the Company is taking or propose to take with
respect thereto). The Company shall deliver to the Trustees upon demand evidence
in such form as the Trustees may require as to compliance by the Company with
any condition or covenant of the Company set out herein relating to any action
required or permitted to be taken by the Company under this Indenture or as a
result of any obligation imposed by this Indenture. For purposes of this
Section, such compliance shall be determined without regard to any period of
grace or requirement of notice under this Indenture. 

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	Section 11.05 	Additional Amounts 


If specified pursuant to Section 3.01, all payments made by or
on behalf of the Company under or with respect to the Securities of any series
will be made free and clear of and without withholding or deduction for or on
account of any present or future tax, duty, levy, impost, assessment or other
government charge (including penalties, interest and other liabilities related
thereto) imposed or levied by or on behalf of the Government of Canada or of any
province or territory thereof or by any authority or agency therein or thereof
having power to tax (“Canadian Taxes”), unless the Company is required to
withhold or deduct Canadian Taxes by law or by the interpretation or
administration thereof by the relevant government authority or agency. If the
Company is so required to withhold or deduct any amount for or on account of
Canadian Taxes from any payment made under or with respect to the Securities,
the Company will pay as additional interest such additional amounts (“Additional
Amounts”) as may be necessary so that the net amount received by each Holder
after such withholding or deduction (including with respect to Additional
Amounts) will not be less than the amount the Holder would have received if such
Canadian Taxes had not been withheld or deducted; provided,
however, that no Additional Amounts will be payable with respect to a
payment made to a Holder (an “Excluded Holder”) if the Holder or the beneficial
owner of some or all of the payment to the Holder (i) does not deal at arm’s
length with the Company (for purposes of the Income Tax Act (Canada)) at
the time of the making of such payment, (ii) is subject to such Canadian Taxes
by reason of its failure to comply with any certification, identification,
information, documentation or other reporting requirement if compliance is
required by law, regulation, administrative practice or an applicable treaty as
a precondition to exemption from, or a reduction in the rate of deduction or
withholding of, such Canadian Taxes, (iii) is subject to such Canadian Taxes by
reason of its being a resident, domicile or national of, or engaged in business
or maintaining a permanent establishment or other physical presence in or
otherwise having some connection with Canada or any province or territory
thereof otherwise than by the mere holding of Securities or the receipt of
payments thereunder, or (iv) is subject to such Canadian Taxes because it is not
entitled to the benefit of an otherwise applicable tax treaty by reason of its
legal nature. The Company will make such withholding or deduction and remit the
full amount deducted or withheld to the relevant authority as and when required
in accordance with applicable law. The Company will pay all taxes, interest and
other liabilities which arise by virtue of any failure of the Company to
withhold, deduct and remit to the relevant authority on a timely basis the full
amounts required in accordance with applicable law. The Company will furnish to
the Holders, within 60 days after the date the payment of any Canadian Taxes is
due pursuant to applicable law, certified copies of tax receipts or other
satisfactory evidence of such payment by the Company. 

- 84 - 




If as a result of any payment by or on behalf of the Company
under or with respect to the Securities of any series, any Holder is required to
pay tax under Part XIII of the Income Tax Act (Canada) or any successor
provisions in circumstances where the Company is not required to make a
withholding with respect to such tax (for instance, in accordance with Section
803 of the Regulations to the Income Tax Act (Canada)), then the Company
will, upon demand by any such Holder, indemnify such Holder (other than a Holder
(i) with which the Company does not deal at arm’s length (for the purposes of
the Income Tax Act (Canada)) at the time of the making of such payment;
(ii) which is subject to such Canadian Taxes by reason of its failure to comply
with any certification, identification, information, documentation or other
reporting requirement if compliance is required by law, regulation,
administrative practice or an applicable treaty as a precondition to exemption
from, or a reduction in the rate of deduction or withholding of, such Canadian
Taxes for the payment of any such taxes, together with any interest, penalties
and expenses in connection therewith, or (iii) which is subject to such Canadian
Taxes because it is not entitled to the benefit of an otherwise applicable tax
treaty by reason of the legal nature of such Holder). All such amounts shall be
payable by the Company on demand and shall bear interest at the rate borne by
the Securities, calculated from the date incurred by the Holder to the date paid
by the Company. All such amounts shall be Additional Amounts for the purpose of
this Indenture. 

Promptly following the Company becoming aware that the Company
will be obligated to pay Additional Amounts with respect to a payment hereunder,
the Company will deliver to the Trustees and to any Paying Agent an Officers’
Certificate stating the fact that such Additional Amounts will be payable and
the amounts so payable. References in this Indenture to interest, principal or
other payments made or to be made by the Company with respect to the Securities
shall be deemed also to refer to the payment of Additional Amounts provided for
in Section 3.01 that may be payable in respect thereof. 

The provisions of this Section 11.05 shall survive any
termination, defeasance or discharge of this Indenture. 

	Section 11.06 	Payment of Taxes and Other Claims
  


The Company will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (1) all material taxes,
assessments and governmental charges levied or imposed upon the Company or any
Subsidiary or upon the income, profits or property of the Company or any
Subsidiary, and (2) all material lawful claims for labor, materials and supplies
which, if unpaid, might by law become a Lien upon any property or assets of the
Company or any Subsidiary; provided, however, that the Company
shall not be required to pay or discharge or cause to be paid or discharged any
such tax, assessment, charge or claim whose amount, applicability or validity is
being contested in good faith by appropriate proceedings. 

	Section 11.07 	Corporate Existence 


Subject to Article Nine, the Company will do or cause to be
done all things necessary to preserve and keep in full force and effect its
corporate existence and the rights (charter and statutory) and franchises of the
Company; provided, however, that the Company shall not be required
to preserve any such right or franchise if the Company shall determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and its Subsidiaries as a whole and that the loss
thereof is not disadvantageous in any material respect to the Holders.


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	Section 11.08 	Waiver of Certain Covenants
  


The Company may, with respect to any series of Securities, omit
in any particular instance to comply with any term, provision or condition which
affects such series set forth in Section 11.06 and Section 11.07, or, as
specified pursuant to Section 3.01(17) for Securities of such series, in any
covenants of the Company added to this Article pursuant to Section 3.01(16) or
Section 3.01(17) in connection with Securities of such series, if before the
time for such compliance the Holders of at least a majority in principal amount
of all Outstanding Securities of any series, by Act of such Holders, waive such
compliance in such instance with such term, provision or condition, but no such
waiver shall extend to or affect such term, provision or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustees to Holders of
Securities of such series in respect of any such term, provision or condition
shall remain in full force and effect. 

ARTICLE TWELVE 
REDEMPTION OF SECURITIES 

	Section 12.01 	Applicability of Article



Securities of any series which are redeemable before their
Stated Maturity shall be redeemable in accordance with the terms of such
Securities and (except as otherwise specified as contemplated by Section 3.01
for Securities of any series) in accordance with this Article. 

	Section 12.02 	Election to Redeem; Notice to Trustees
    


The election of the Company to redeem any securities shall be
evidenced by or pursuant to a Board Resolution. In case of any redemption at the
election of the Company, the Company shall, at least 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustees), notify the Trustees of such Redemption Date and
of the principal amount of Securities of such series to be redeemed and shall
deliver to the Trustees such documentation and records as shall enable the
Trustees to select the Securities to be redeemed pursuant to Section 12.03. In
the case of any redemption of Securities prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish to the Trustees an
Officers’ Certificate evidencing compliance with such restriction. 

	Section 12.03 	Selection by Trustees of Securities to Be
      Redeemed 


If less than all the Securities of any series are to be
redeemed, the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustees, from the Outstanding
Securities of such series not previously called for redemption, by such method
as the Trustees shall deem fair and appropriate and which may provide for the
selection for redemption of portions of the principal of Securities of such
series; provided, however, that no such partial redemption shall
reduce the portion of the principal amount of a Security not redeemed to less than the minimum authorized
denomination for Securities of such series established pursuant to Section 3.01. 

- 86 - 




The Trustees shall promptly notify the Company in writing of
the Securities selected for redemption and, in the case of any Securities
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
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 12.04 	Notice of Redemption



Except as otherwise specified as contemplated by Section 3.01,
notice of redemption shall be given in the manner provided for in Section 1.06
not less than 30 nor more than 60 days prior to the Redemption Date, to each
Holder of Securities to be redeemed. Failure to give notice in the manner
provided in Section 1.06 to the Holder of any Securities designated for
redemption as a whole or in part, or any defect in the notice to any such
Holder, shall not affect the validity of the proceedings for the redemption of
any other Securities or portion thereof. 

All notices of redemption shall state: 

	 	(1) 	
      the Redemption Date,

	 	 	 
	 	(2) 	
      the Redemption Price and the amount of accrued interest
      to the Redemption Date payable as provided in Section 12.06, if
  any,

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

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

	 	 	 
	 	(5) 	
      that on the Redemption Date, the Redemption Price and
      accrued interest, if any, to the Redemption Date payable as provided in
      Section 12.06 will become due and payable upon each such Security, or the
      portion thereof, to be redeemed and, if applicable, that interest thereon
      will cease to accrue on and after said date,

	 	 	 
	 	(6) 	
      the Place or Places of Payment where such Securities,
      together in the case of Bearer Securities with all coupons appertaining
      thereto, if any, maturing after the Redemption Date, are to be surrendered
      for payment of the Redemption Price and accrued interest, if
  any,



- 87 - 





	 	(7) 	
      that the redemption is for a sinking fund, if such is the
      case,

	 	 	 
	 	(8) 	
      that, unless otherwise specified in such notice, Bearer
      Securities of any series, if any, surrendered for redemption must be
      accompanied by all coupons maturing subsequent to the Redemption Date or
      the amount of any such missing coupon or coupons will be deducted from the
      Redemption Price unless security or indemnity satisfactory to the Company,
      the Trustees and any Paying Agent is furnished, and

	 	 	 
	 	(9) 	
      if Bearer Securities of any series are to be redeemed and
      any Registered Securities of such series are not to be redeemed, and if
      such Bearer Securities may be exchanged for Registered Securities not
      subject to redemption on such Redemption Date pursuant to Section 3.05 or
      otherwise, the last date, as determined by the Company, on which such
      exchanges may be made.



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

	Section 12.05 	Deposit of Redemption Price
  


At least three Business Days prior to any Redemption Date, the
Company shall deposit with a Trustee or with a Paying Agent (or, if the Company
is acting as its own Paying Agent, segregate and hold in trust as provided in
Section 11.03) an amount of money in the Currency in which the Securities of
such series are payable (except as otherwise specified pursuant to Section 3.01
for the Securities of such series and except, if applicable, as provided in
Sections 3.11(b), 3.11(d) and 3.11(e)) sufficient to pay the Redemption Price
of, and accrued interest, if any, on, all the Securities which are to be
redeemed on that date. 

	Section 12.06 	Securities Payable on Redemption Date
  


Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified in the Currency in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 3.01 for the Securities of such series and except, if applicable, as
provided in Sections 3.11(b), 3.11(d) and 3.11(e)) (together with accrued
interest, if any, to the Redemption Date), and from and after such date (unless
the Company shall default in the payment of the Redemption Price and accrued
interest, if any) such Securities shall, if the same were interest-bearing,
cease to bear interest and the coupons for such interest appertaining to any
Bearer Securities so to be redeemed, except to the extent provided below, shall
be void. Upon surrender of any such Security for redemption in accordance with
said notice, together with all coupons, if any, appertaining thereto maturing
after the Redemption Date, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest, if any, to the Redemption
Date; provided, however, that installments of interest on Bearer
Securities whose Stated Maturity is on or prior to the Redemption Date shall be
payable only at an office or agency located outside the United States (except as
otherwise provided in Section 11.02) and, unless otherwise specified as
contemplated by Section 3.01, only upon presentation and surrender of coupons
for such interest; and provided further that installments of interest on Registered Securities whose Stated Maturity is on or prior to
the Redemption Date shall be payable to the Holders of such Securities, or one
or more Predecessor Securities, registered as such at the close of business on
the relevant Record Dates according to their terms and the provisions of Section
3.07. 

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If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing coupons, or the surrender of such missing
coupon or coupons may be waived by the Company and the Trustees if there be
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to the Trustees or any Paying Agent any such missing coupon in
respect of which a deduction shall have been made from the Redemption Price,
such Holder shall be entitled to receive the amount so deducted;
provided, however, that interest represented by coupons shall be
payable only at an office or agency located outside the United States (except as
otherwise provided in Section 11.02) and, unless otherwise specified as
contemplated by Section 3.01, only upon presentation and surrender of those
coupons. 

If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any) shall,
until paid, bear interest from the Redemption Date at the rate of interest or
Yield to Maturity (in the case of original Issue Discount Securities) set forth
in such Security. 

	Section 12.07 	Securities Redeemed in Part
  


Any Security which is to be redeemed only in part (pursuant to
the provisions of this Article or of Article Thirteen) shall be surrendered at a
Place of Payment therefor (with, if the Company or the Trustees so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustees duly executed by, the Holder thereof or such Holder’s
attorney duly authorized in writing), and the Company shall execute, and either
Trustee shall authenticate and deliver to the Holder of such Security without
service charge, a new Security or Securities of the same series, of any
authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered. 

	Section 12.08 	Tax Redemption 


If specified pursuant to Section 3.01, the Securities of a
series will be subject to redemption at any time, in whole but not in part, at a
redemption price equal to the principal amount thereof together with accrued and
unpaid interest to the date fixed for redemption, upon the giving of a notice as
described below, if (1) the Company determines that (a) as a result of any
change in or amendment to the laws (or any regulations or rulings promulgated
thereunder) of Canada or of any political subdivision or taxing authority
thereof or therein affecting taxation, or any change in position regarding
application or interpretation of such laws, regulations or rulings (including a
holding by a court of competent jurisdiction), which change or amendment is
announced or becomes effective on or after a date specified pursuant to Section
3.01, if any date is so specified, the Company has or will become obligated to
pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section
11.05 or (b) on or after a date specified pursuant to Section 3.01, any action
has been taken by any taxing authority of, or any decision has been rendered by
a court of competent jurisdiction in, Canada or any political subdivision or
taxing authority thereof or therein, including any of those actions specified in
(a) above, whether or not such action was taken or decision was rendered with
respect to the Company, or any change, amendment, application or interpretation
shall be proposed, which, in any such case, in the opinion of Counsel to the
Company, will result in the Company becoming obligated to pay, on the next
succeeding date on which interest is due, Additional Amounts with respect to any
Security of such series and (2) in any such case, the Company in its business
judgment determines that such obligation cannot be avoided by the use of
reasonable measures available to the Company; provided, however,
that (i) no such notice of redemption may be given earlier than 90 days prior to
the earliest date on which the Company would be obligated to pay such Additional
Amounts were a payment in respect of the Securities then due, and (ii) at the
time such notice of redemption is given, such obligation to pay such Additional
Amounts remains in effect. 

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In the event that the Company elects to redeem the Securities
pursuant to the provisions set forth in the preceding paragraph, the Company
shall deliver to the Trustees a certificate, signed by an authorized officer,
stating that the Company is entitled to redeem the Securities pursuant to their
terms. 

ARTICLE THIRTEEN 
SINKING FUNDS 

	Section 13.01 	Applicability of Article



Retirements of Securities of any series pursuant to any sinking
fund shall be made in accordance with the terms of such Securities and (except
as otherwise specified as contemplated by Section 3.01 for Securities of any
series) in accordance with this Article. 

The minimum amount of any sinking fund payment provided for by
the terms of Securities of any series is herein referred to as a “mandatory
sinking fund payment”, and any payment in excess of such minimum amount provided
for by the terms of Securities of any series is herein referred to as an
“optional sinking fund payment”. If provided for by the terms of Securities of
any series, the cash amount of any mandatory sinking fund payment may be subject
to reduction as provided in Section 13.02. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series. 

	Section 13.02 	Satisfaction of Sinking Fund Payments with
      Securities 


Subject to Section 13.03, in lieu of making all or any part of
any mandatory sinking fund payment with respect to any Securities of a series in
cash, the Company may at its option (1) deliver to the Trustees Outstanding
Securities of a series (other than any previously called for redemption)
theretofore purchased or otherwise acquired by the Company together in the case
of any Bearer Securities of such series with all un-matured coupons appertaining
thereto, and/or (2) receive credit for the principal amount of Securities of
such series which have been previously delivered to the Trustees by the Company
or for Securities of such series which have been redeemed either at the election of the Company pursuant to the
terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any mandatory sinking fund payment with
respect to the Securities of the same series required to be made pursuant to the
terms of such Securities as provided for by the terms of such series;
provided, however, that such Securities have not been previously
so credited. Such Securities shall be received and credited for such purpose by
the Trustees at the Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such mandatory sinking
fund payment shall be reduced accordingly. 

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	Section 13.03 	Redemption of Securities for Sinking
      Fund 


Not less than 60 days prior to each sinking fund payment date
for any series of Securities, the Company will deliver to the Trustees an
Officers’ Certificate specifying the amount of the next ensuing sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash in the Currency in
which the Securities of such series are payable (except as otherwise specified
pursuant to Section 3.01 for the Securities of such series and except, if
applicable, as provided in Sections 3.11(b), 3.11(d) and 3.11(e)) and the
portion thereof, if any, which is to be satisfied by delivering or crediting
Securities of that series pursuant to Section 13.02 (which Securities will, if
not previously delivered, accompany such certificate) and whether the Company
intends to exercise its right to make a permitted optional sinking fund payment
with respect to such series. 

Such certificate shall be irrevocable and upon its delivery the
Company shall be obligated to make the cash payment or payments therein referred
to, if any, on or before the next succeeding sinking fund payment date. In the
case of the failure of the Company to deliver such certificate, the sinking fund
payment due on the next succeeding sinking fund payment date for that series
shall be paid entirely in cash and shall be sufficient to redeem the principal
amount of such Securities subject to a mandatory sinking fund payment without
the option to deliver or credit Securities as provided in Section 13.02 and
without the right to make any optional sinking fund payment, if any, with
respect to such series. 

Not more than 60 days before each such sinking fund payment
date the Trustees shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 12.03 and cause notice of
the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 12.04. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Section 12.06 and Section 12.07. 

Prior to any sinking fund payment date, the Company shall pay
to the Trustees or a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 11.03) in cash
a sum equal to any interest that will accrue to the date fixed for redemption of
Securities or portions thereof to be redeemed on such sinking fund payment date
pursuant to this Section. 

Notwithstanding the foregoing, with respect to a sinking fund
for any series of Securities, if at any time the amount of cash to be paid into
such sinking fund on the next succeeding sinking fund payment date, together with any unused balance of
any preceding sinking fund payment or payments for such series, does not exceed
in the aggregate $100,000, the Trustees, unless requested by the Company, shall
not give the next succeeding notice of the redemption of Securities of such
series through the operation of the sinking fund. Any such unused balance of
moneys deposited in such sinking fund shall be added to the sinking fund payment
for such series to be made in cash on the next succeeding sinking fund payment
date or, at the request of the Company, shall be applied at any time or from
time to time to the purchase of Securities of such series, by public or private
purchase, in the open market or otherwise, at a purchase price for such
Securities (excluding accrued interest and brokerage commissions, for which the
Trustees or any Paying Agent will be reimbursed by the Company) not in excess of
the principal amount thereof. 

- 91 - 




ARTICLE FOURTEEN 
REPAYMENT AT OPTION OF HOLDERS 

	Section 14.01 	Applicability of Article



Repayment of Securities of any series before their Stated
Maturity at the option of Holders thereof shall be made in accordance with the
terms of such Securities and (except as otherwise specified as contemplated by
Section 3.01 for Securities of any series) in accordance with this Article. 

	Section 14.02 	Repayment of Securities



Securities of any series subject to repayment in whole or in
part at the option of the Holders thereof will, unless otherwise provided in the
terms of such Securities, be repaid at a price equal to the principal amount
thereof, together with interest, if any, thereon accrued to the Repayment Date
specified in or pursuant to the terms of such Securities. The Company covenants
that at least three Business Days prior to the Repayment Date it will deposit
with a Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 11.03) an
amount of money in the Currency in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 3.01 for the
Securities of such series and except, if applicable, as provided in Sections
3.11(b), 3.11(d) and 3.11(e)) sufficient to pay the principal (or, if so
provided by the terms of the Securities of any series, a percentage of the
principal) of and (except if the Repayment Date shall be an Interest Payment
Date) accrued interest, if any, on, all the Securities or portions thereof, as
the case may be, to be repaid on such date. 

	Section 14.03 	Exercise of Option 


Securities of any series subject to repayment at the option of
the Holders thereof will contain an “Option to Elect Repayment” form on the
reverse of such Securities. To be repaid at the option of the Holder, any
Security so providing for such repayment, with the “Option to Elect Repayment”
form on the reverse of such Security duly completed by the Holder (or by the
Holder’s attorney duly authorized in writing), must be received by the Company
at the Place of Payment therefor specified in the terms of such Security (or at
such other place or places which the Company shall from time to time notify the
Holders of such Securities) not earlier than 45 days nor later than 30 days prior to the Repayment Date. If
less than the entire principal amount of such Security is to be repaid in
accordance with the terms of such Security, the principal amount of such
Security to be repaid, in increments of the minimum denomination for Securities
of such series, and the denomination or denominations of the Security or
Securities to be issued to the Holder for the portion of the principal amount of
such Security surrendered that is not to be repaid, must be specified. The
principal amount of any Security providing for repayment at the option of the
Holder thereof may not be repaid in part if, following such repayment, the
unpaid principal amount of such Security would be less than the minimum
authorized denomination of Securities of the series of which such Security to be
repaid is a part. Except as otherwise may be provided by the terms of any
Security providing for repayment at the option of the Holder thereof, exercise
of the repayment option by the Holder shall be irrevocable unless waived by the
Company. 

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	Section 14.04 	When Securities Presented for Repayment
      Become Due and Payable 


If Securities of any series providing for repayment at the
option of the Holders thereof shall have been surrendered as provided in this
Article and as provided by or pursuant to the terms of such Securities, such
Securities or the portions thereof, as the case may be, to be repaid shall
become due and payable and shall be paid by the Company on the Repayment Date
therein specified, and on and after such Repayment Date (unless the Company
shall default in the payment of such Securities on such Repayment Date) such
Securities shall, if the same were interest-bearing, cease to bear interest and
the coupons for such interest appertaining to any Bearer Securities so to be
repaid, except to the extent provided below, shall be void. Upon surrender of
any such Security for repayment in accordance with such provisions, together
with all coupons, if any, appertaining thereto maturing after the Repayment
Date, the principal amount of such Security so to be repaid shall be paid by the
Company, together with accrued interest, if any, to the Repayment Date;
provided, however, that coupons whose Stated Maturity is on or
prior to the Repayment Date shall be payable only at an office or agency located
outside the United States (except as otherwise provided in Section 11.02) and,
unless otherwise specified pursuant to Section 3.01, only upon presentation and
surrender of such coupons; and provided further that, in the case
of Registered Securities, installments of interest, if any, whose Stated
Maturity is on or prior to the Repayment Date shall be payable to the Holders of
such Securities, or one or more Predecessor Securities, registered as such at
the close of business on the relevant Record Dates according to their terms and
the provisions of Section 3.07. 

If any Bearer Security surrendered for repayment shall not be
accompanied by all appurtenant coupons maturing after the Repayment Date, such
Security may be paid after deducting from the amount payable therefor as
provided in Section 14.02 an amount equal to the face amount of all such missing
coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and the Trustees if there be furnished to them such security or
indemnity as they may require to save each of them and any Paying Agent
harmless. If thereafter the Holder of such Security shall surrender to the
Trustees or any Paying Agent any such missing coupon in respect of which a
deduction shall have been made as provided in the preceding sentence, such
Holder shall be entitled to receive the amount so deducted; provided,
however, that interest represented by coupons shall be payable only at an
office or agency located outside the United States (except as otherwise provided
in Section 11.02) and, unless otherwise specified as contemplated by Section 3.01, only upon
presentation and surrender of those coupons. 

- 93 - 




If the principal amount of any Security surrendered for
repayment shall not be so repaid upon surrender thereof, such principal amount
(together with interest, if any, thereon accrued to such Repayment Date) shall,
until paid, bear interest from the Repayment Date at the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities) set forth
in such Security. 

	Section 14.05 	Securities Repaid in Part



Upon surrender of any Registered Security which is to be repaid
in part only, the Company shall execute and either Trustee shall authenticate
and deliver to the Holder of such Security, without service charge and at the
expense of the Company, a new Registered Security or Securities of the same
series, of any authorized denomination specified by the Holder, in an aggregate
principal amount equal to and in exchange for the portion of the principal of
such Security so surrendered which is not to be repaid. 

ARTICLE FIFTEEN 
DEFEASANCE AND COVENANT DEFEASANCE 

	Section 15.01 	Company’s Option to Effect Defeasance or
      Covenant Defeasance 


Except as otherwise specified as contemplated by Section 3.01
for Securities of any series, the provisions of this Article shall apply to each
series of Securities, and the Company may, at its option, effect defeasance (as
defined below) of the Securities of or within a series under Section 15.02, or
covenant defeasance (as defined below) of or within a series under Section 15.03
in accordance with the terms of such Securities and in accordance with this
Article. 

	Section 15.02 	Defeasance and Discharge



Upon the Company’s exercise of the above option applicable to
this Section with respect to any Securities of or within a series, the Company
shall be deemed to have been discharged from its obligations with respect to
such Outstanding Securities and any related coupons on the date the conditions
set forth in Section 15.04 are satisfied (hereinafter, “defeasance”). For this
purpose, such defeasance means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by such Outstanding Securities
and any related coupons, which shall thereafter be deemed to be “Outstanding”
only for the purposes of Section 15.05 and the other Sections of this Indenture
referred to in (A) and (B) below, and to have satisfied all its other
obligations under such Securities and any related coupons and this Indenture
insofar as such Securities and any related coupons are concerned (and the
Trustees, at the expense of the Company, 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 such
Outstanding Securities and any related coupons to receive, solely from the trust
fund described in Section 15.04 and as more fully set forth in such Section,
payments in respect of the principal of (and premium, if any) and interest, if
any, on such Securities and any related coupons when such payments are due, (B)
the Company’s obligations with respect to such Securities under Sections 3.04, 3.05, 3.06, 11.02 and 11.03 and
with respect to the payment of Additional Amounts, if any, on such Securities as
contemplated by Section 11.05, (C) the rights, powers, trusts, duties and
immunities of the Trustees hereunder and (D) this Article. Subject to compliance
with this Article, the Company may exercise its option under this Section
notwithstanding the prior exercise of its option under Section 15.03 with
respect to such Securities and any related coupons. 

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	Section 15.03 	Covenant Defeasance 


Upon the Company’s exercise of the above option applicable to
this Section with respect to any Securities of or within a series, the Company
shall be released from its obligations under Section 11.06 and Section 11.07,
and, if specified pursuant to Section 3.01, its obligations under any other
covenant, with respect to such Outstanding Securities and any related coupons on
and after the date the conditions set forth in Section 15.04 are satisfied
(hereinafter, “covenant defeasance”), and such Securities and any related
coupons shall thereafter be deemed not to be “Outstanding” for the purposes of
any direction, waiver, consent or declaration or Act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed “Outstanding” for all other purposes hereunder. For this
purpose, such covenant defeasance means that, with respect to such outstanding
Securities and any related coupons, the Company may omit to comply with and
shall have no liability in respect of any term, condition or limitation set
forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of reference in any
such covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default under
clauses (4), (5) or (9) of Section 6.01 or otherwise, as the case may be, but,
except as specified above, the remainder of this Indenture and such Securities
and any related coupons shall be unaffected thereby. 

	Section 15.04 	Conditions to Defeasance or Covenant
      Defeasance 


The following shall be the conditions to application of either
Section 15.02 or Section Section 15.03 to any Outstanding Securities of or
within a series and any related coupons: 

	 	(1) 	
      The Company shall irrevocably have deposited or caused to
      be deposited with either Trustee (or another trustee satisfying the
      requirements of Section 7.08 who shall agree to comply with the provisions
      of this Article 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 and
      any related coupons, (A) an amount (in such Currency in which such
      Securities and any related coupons are then specified as payable at Stated
      Maturity), or (B) Government Obligations applicable to such Securities
      (determined on the basis of the Currency in which such Securities are then
      specified as payable at Stated Maturity) 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 of principal of and premium, if any, and interest, if any,
      under such Securities and any related coupons, 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
      the Trustees, to pay and discharge, and which shall be applied by the
      Trustees (or other qualifying trustee) to pay and discharge, (i) the
      principal of (and premium, if any) and interest, if any, on such
      Outstanding Securities and any related coupons on the Stated Maturity (or
      Redemption Date, if applicable) of such principal (and premium, if any) or
      installment of interest, if any, (ii) any mandatory sinking fund payments
      or analogous payments applicable to such Outstanding Securities and any
      related coupons on the day on which such payments are due and payable in
      accordance with the terms of this Indenture and of such Securities and any
      related coupons, and (iii) all amounts due the Trustees under Section
      7.07; provided that the Trustees shall have been irrevocably
      instructed to apply such money or the proceeds of such Government
      Obligations to said payments with respect to such Securities and any
      related coupons. Before such a deposit, the Company may give to the
      Trustees, in accordance with Section 12.02 hereof, a notice of its
      election to redeem all or any portion of such Outstanding Securities at a
      future date in accordance with the terms of the Securities of such series
      and Article Tweleve hereof, which notice shall be irrevocable. Such
      irrevocable redemption notice, if given, shall be given effect in applying
      the foregoing.



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	 	(2) 	
      No Default or Event of Default with respect to such
      Securities or any related coupons shall have occurred and be continuing on
      the date of such deposit or, insofar as clauses (7) and (8) of Section
      6.01 are concerned, at any time during the period ending on the 91st day
      after the date of such deposit (it being understood that this condition
      shall not be deemed satisfied until the expiration of such
  period).

	 	 	 
	 	(3) 	
      Such defeasance or covenant defeasance shall not result
      in a breach or violation of, or constitute a default under, this Indenture
      or any other material agreement or instrument to which the Company is a
      party or by which it is bound.

	 	 	 
	 	(4) 	
      In the case of an election under Section 15.02, the
      Company shall have delivered to the Trustees an Opinion of Counsel in the
      United States stating that (x) the Company has received from, or there has
      been published by, the Internal Revenue Service a ruling, or (y) since the
      date of execution 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 such
      Outstanding Securities and any related coupons 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.

	 	 	 
	 	(5) 	
      In the case of an election under Section 15.03, the
      Company shall have delivered to the Trustees an Opinion of Counsel in the
      United States to the effect that the Holders of such Outstanding
      Securities will not recognize income, gain or loss for U.S. federal income
      tax purposes as a result of such covenant 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
      covenant defeasance had not occurred.



- 96 - 





	 	(6) 	
      The Company shall have delivered to the Trustees an
      Opinion of Counsel in Canada or a ruling from the Canada Revenue Agency to
      the effect that the Holders of such Outstanding Securities will not
      recognize income, gain or loss for Canadian federal, provincial or
      territorial income tax or other tax purposes as a result of such
      defeasance or covenant defeasance, as applicable, and will be subject to
      Canadian federal, provincial or territorial income tax and other tax on
      the same amounts, in the same manner and at the same times as would have
      been the case had such defeasance or covenant defeasance, as applicable,
      not occurred (and for the purposes of such opinion, such Canadian counsel
      shall assume that Holders of the Securities include Holders who are not
      resident in Canada).

	 	 	 
	 	(7) 	
      The Company is not an “insolvent person” within the
      meaning of the Bankruptcy and Insolvency Act (Canada) on the date
      of such deposit or at any time during the period ending on the 91st day
      after the date of such deposit (it being understood that this condition
      shall not be deemed satisfied until the expiration of such
  period).

	 	 	 
	 	(8) 	
      Notwithstanding any other provisions of this Section,
      such defeasance or covenant defeasance shall be effected in compliance
      with any additional or substitute terms, conditions or limitations in
      connection therewith pursuant to Section 3.01.

	 	 	 
	 	(9) 	
      The Company shall have delivered to the Trustees an
      Officers’ Certificate and an Opinion of Counsel, each stating that all
      conditions precedent provided for, relating to either the defeasance under
      Section 15.02 or the covenant defeasance under Section 15.03 (as the case
      may be), have been complied with.




	Section 15.05 	Deposited Money and Government Obligations
      to Be Held in Trust; Other Miscellaneous Provisions
  


Subject to the provisions of the last paragraph of Section
11.03, all money and Government Obligations (or other property as may be
provided pursuant to Section 3.01) (including the proceeds thereof) deposited
with a Trustee (or other qualifying trustee, collectively, for purposes of this
Section, the “Trustee”) pursuant to Section 15.04 in respect of such Outstanding
Securities and any related coupons shall be held in trust and applied by such
Trustee, in accordance with the provisions of such Securities and any related
coupons and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as such
Trustee may determine, to the Holders of such Securities and any related coupons
of all sums due and to become due thereon in respect of principal (and premium,
if any) and interest, if any, but such money need not be segregated from other
funds except to the extent required by law. 

Unless otherwise specified with respect to any Security
pursuant to Section 3.01, if, after a deposit referred to in Section 15.04 has
been made, (a) the Holder of a Security in respect of which such deposit was made is entitled to, and does, elect
pursuant to Section 3.11(b) or the terms of such Security to receive payment in
a Currency other than that in which the deposit pursuant to Section 15.04 has
been made in respect of such Security, or (b) a Conversion Event occurs as
contemplated in Section 3.11(d) or 3.11(e) or by the terms of any Security in
respect of which the deposit pursuant to Section 15.04 has been made, the
indebtedness represented by such Security and any related coupons shall be
deemed to have been, and will be, fully discharged and satisfied through the
payment of the principal of (and premium, if any) and interest, if any, on such
Security as they become due out of the proceeds yielded by converting (from time
to time as specified below in the case of any such election) the amount or other
property deposited in respect of such Security into the Currency in which such
Security becomes payable as a result of such election or Conversion Event based
on the applicable Market Exchange Rate for such Currency in effect on the third
Business Day prior to each payment date, except, with respect to a Conversion
Event, for such Currency in effect (as nearly as feasible) at the time of the
Conversion Event. 

- 97 - 




The Company shall pay and indemnify such Trustee against any
tax, fee or other charge imposed on or assessed against the Government
Obligations deposited pursuant to Section 15.04 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of such Outstanding Securities and any
related coupons. 

Anything in this Article to the contrary notwithstanding, such
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or Government Obligations (or other property and any proceeds
therefrom) held by it as provided in Section 15.04 which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to such Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect an
equivalent defeasance or covenant defeasance, as applicable, in accordance with
this Article. 

	Section 15.06 	Reinstatement 


If a Trustee or any Paying Agent is unable to apply any money
in accordance with Section 15.05 by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company’s obligations under this Indenture and such
Securities and any related coupons shall be revived and reinstated as though no
deposit had occurred pursuant to Section 15.02 or Section 15.03, as the case may
be, until such time as such Trustee or Paying Agent is permitted to apply all
such money in accordance with Section 15.05; provided, however,
that if the Company makes any payment of principal of (or premium, if any) or
interest, if any, on any such Security or any related coupon following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Securities and any related coupons to receive such
payment from the money held by such Trustee or Paying Agent. 

- 98 - 






ARTICLE SIXTEEN 
MEETINGS OF HOLDERS OF SECURITIES 

	Section 16.01 	Purposes for Which Meetings May Be
      Called 


If Securities of a series are issuable as Bearer Securities, a
meeting of Holders of Securities of such series may be called at any time and
from time to time pursuant to this Article to make, give or take any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be made, given or taken by Holders of Securities
of such series. 

	Section 16.02 	Call, Notice and Place of Meetings
  



	 	(1) 	
      The Trustees may at any time call a meeting of Holders of
      Securities of any series for any purpose specified in Section 16.01, to be
      held at such time and at such place in The City of New York, in Toronto or
      in Vancouver as the Trustees shall determine. Notice of every meeting of
      Holders of Securities of any series, setting forth the time and the place
      of such meeting and in general terms the action proposed to be taken at
      such meeting, shall be given, in the manner provided for in Section 1.06,
      not less than 21 nor more than 180 days prior to the date fixed for the
      meeting.

	 	 	 
	 	(2) 	
      In case at any time the Company, pursuant to a Board
      Resolution, or the Holders of at least 10% in principal amount of the
      outstanding Securities of any series shall have requested the Trustees to
      call a meeting of the Holders of Securities of such series for any purpose
      specified in Section 16.01, by written request setting forth in reasonable
      detail the action proposed to be taken at the meeting, and the Trustees
      shall not have made the first publication of the notice of such meeting
      within 21 days after receipt of such request or shall not thereafter
      proceed to cause the meeting to be held as provided herein, then the
      Company or the Holders of Securities of such series in the amount above
      specified, as the case may be, may determine the time and the place in The
      City of New York, in Toronto or in Vancouver for such meeting and may call
      such meeting for such purposes by giving notice thereof as provided in
      paragraph (1) of this Section.




	Section 16.03 	Persons Entitled to Vote at Meetings
  


To be entitled to vote at any meeting of Holders of Securities
of any series, a Person shall be (1) a Holder of one or more Outstanding
Securities of such series, or (2) a Person appointed by an instrument in writing
as proxy for a Holder or Holders of one or more Outstanding Securities of such
series by such Holder of Holders. The only Persons who shall be entitled to be
present or to speak at any meeting of Holders of Securities of any series shall
be the Persons entitled to vote at such meeting and their counsel, any
representatives of the Trustees and their counsel and any representatives of the
Company and its counsel. 

- 99 - 





	Section 16.04 	Quorum; Action 


The Persons entitled to vote a majority in principal amount of
the Outstanding Securities of a series shall constitute a quorum for a meeting
of Holders of Securities of such series; provided, however, that,
if any action is to be taken at such meeting with respect to a consent or waiver
which this Indenture expressly provides may be given by the Holders of not less
than a specified percentage in principal amount of the outstanding Securities of
a series, the Persons entitled to vote such specified percentage in principal
amount of the Outstanding Securities of such series shall constitute a quorum.
In the absence of a quorum within 30 minutes of the time appointed for any such
meeting, the meeting shall, if convened at the request of Holders of Securities
of such series, be dissolved. In any other case the meeting may be adjourned for
a period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such meeting. In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days as determined by the chairman of the meeting prior to
the adjournment of such adjourned meeting. Notice of the reconvening of any
adjourned meeting shall be given as provided in Section 16.02, except that such
notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened. Notice of the reconvening of
any adjourned meeting shall state expressly the percentage, as provided above,
of the principal amount of the outstanding Securities of such series which shall
constitute a quorum. 

Subject to the foregoing, at the reconvening of any meeting
adjourned for lack of a quorum the Persons entitled to vote 25% in principal
amount of the Outstanding Securities at the time shall constitute a quorum for
the taking of any action set forth in the notice of the original meeting. 

Except as limited by the proviso to Section 10.02, any
resolution presented to a meeting or adjourned meeting duly reconvened at which
a quorum is present as aforesaid may be adopted by the affirmative vote of the
Holders of not less than a majority in principal amount of the outstanding
Securities of such series who have casted their votes; provided,
however, that, except as limited by the proviso to Section 10.02, any
resolution with respect to any request, demand, authorization, direction,
notice, consent, waiver or other action which this Indenture expressly provides
may be made, given or taken by the Holders of a specified percentage, which is
less than a majority, in principal amount of the Outstanding Securities of a
series may be adopted at a meeting or an adjourned meeting duly reconvened and
at which a quorum is present as aforesaid by the affirmative vote of the Holders
of not less than such specified percentage in principal amount of the
Outstanding Securities of such series. 

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

Notwithstanding the foregoing provisions of this Section, if
any action is to be taken at a meeting of Holders of Securities of any series
with respect to any request, demand, authorization, direction, notice, consent,
waiver or other action that this Indenture expressly provides may be made, given
or taken by the Holders of a specified percentage in principal amount of all Outstanding Securities affected thereby, or of the Holders of
such series and one or more additional series:


- 100 - 




	 	 	
       
	 	(i) 	
      there shall be no minimum quorum requirement for such
      meeting; and

	 	 	 
	 	(ii) 	
      the principal amount of the Outstanding Securities of
      such series that vote in favor of such request, demand, authorization,
      direction, notice, consent, waiver or other action shall be taken into
      account in determining whether such request, demand, authorization,
      direction, notice, consent, waiver or other action has been made, given or
      taken under this Indenture.





	Section 16.05 	Determination of Voting
      Rights; Conduct and Adjournment of
      Meetings 




	 	(1) 	
      Notwithstanding any provisions of this Indenture, the
      Trustees may make such reasonable regulations as the Trustees may deem
      advisable for any meeting of Holders of Securities of a series in regard
      to proof of the holding of Securities of such series and of the
      appointment of proxies and in regard to the appointment and duties of
      inspectors of votes, the submission and examination of proxies,
      certificates and other evidence of the right to vote, and such other
      matters concerning the conduct of the meeting as the Trustees shall deem
      appropriate. Except as otherwise permitted or required by any such
      regulations, the holding of Securities shall be proved in the manner
      specified in Section 1.04 and the appointment of any proxyholder shall be
      proved in the manner specified in Section 1.04 or by having the signature
      of the person executing the proxy witnessed or guaranteed by any trust
      company, bank or banker authorized by Section 1.04 to certify to the
      holding of Bearer Securities. Such regulations may provide that written
      instruments appointing proxyholders, regular on their face, may be
      presumed valid and genuine without the proof specified in Section 1.04 or
      other proof.

	 	 	 
	 	(2) 	
      The Trustees shall, by an instrument in writing appoint a
      temporary chairman of the meeting, unless the meeting shall have been
      called by the Company or by Holders of Securities as provided in Section
      16.02, in which case the Company or the Holders of Securities of the
      series calling the meeting, as the case may be, shall in like manner
      appoint a temporary chairman. A permanent chairman and a permanent
      secretary of the meeting shall be elected by vote of the Persons entitled
      to vote a majority in principal amount of the Outstanding Securities of
      such series represented at the meeting.

	 	 	 
	 	(3) 	
      At any meeting each Holder of a Security of such series
      or proxy shall be entitled to one vote for each $1,000 principal amount of
      Outstanding Securities of such series held or represented by him
      (determined as specified in the definition of “Outstanding” in Section
      1.01); provided, however, that no vote shall be cast or
      counted at any meeting in respect of any Security challenged as not
      Outstanding and ruled by the chairman of the meeting to be not
      Outstanding. The chairman of the meeting shall have no right to vote, except as a
      Holder of a Security of such series or a proxy.



- 101 - 





	 	(4) 	
      Any meeting of Holders of Securities of any series duly
      called pursuant to Section 16.02 at which a quorum is present may be
      adjourned from time to time by Persons entitled to vote a majority in
      principal amount of the Outstanding Securities of such series represented
      at the meeting; and the meeting may be held as so adjourned without
      further notice.




	Section 16.06 	Counting Votes and Recording Action of
      Meetings 


The vote upon any resolution submitted to any meeting of
Holders of Securities of any series shall be by written ballots on which shall
be subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers, if
any, of the Outstanding Securities of such series held or represented by them.
The permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 16.02 and, if
applicable, Section 16.04. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustees to be
preserved by the Trustees, 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 16.07 	Waiver of Jury Trial



Each of the Company and the Trustee hereby irrevocably waives,
to the fullest extent permitted by applicable law, any and all right to trial by
jury in any legal proceeding arising out of or relating to this Indenture, the
Securities or the transactions contemplated hereby. 

	Section 16.08 	Counterparts 


This Indenture may be executed in any number of counterparts
(either by facsimile or by original manual signature), each of which so executed
shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same Indenture. 

- 102 - 




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



	ENERGY FUELS INC. 
	 
	 
	 
	By: 	 
	Name: 	 
	Title: 	 
	 
	 
	[_______________], as U.S. Trustee 
	 
	 
	 
	By: 	 
	Name: 	 
	Title: 	 
	 
	 
	 
	 
	By: 	 
	Name: 	 
	Title: 	 
	 
	 
	[_______________], as Canadian Trustee 
	 
	 
	 
	By: 	 
	Name: 	 
	Title: Authorized Signing Officer 
	 
	 
	 
	By: 	 
	Name: 	 
	Title: Authorized Signing Officer




- 103 - 




EXHIBIT A 

FORMS OF CERTIFICATION 

 

A-1 




EXHIBIT A-1 

FORM OF CERTIFICATE TO BE GIVEN BY 
PERSON ENTITLED TO
RECEIVE BEARER SECURITY 
OR TO OBTAIN INTEREST PAYABLE PRIOR 
TO THE
EXCHANGE DATE 

CERTIFICATE 

ENERGY FUELS INC. 
_____% Notes due _________________


This is to certify that as of the date hereof, and except as
set forth below, the above-captioned Securities held by you for our account (i)
are owned by any person(s) that is not a citizen or resident of the United
States; a corporation or partnership (including any entity treated as a
corporation or partnership for United States Federal income tax purposes)
created or organized in or under the laws of the United States, any state
thereof or the District of Columbia unless, in the case of a partnership,
Treasury Regulations provide otherwise; any estate whose income is subject to
United States Federal income tax regardless of its source or; a trust if (A) a
United States court can exercise primary supervision over the trust’s
administration and one or more United States persons are authorized to control
all substantial decisions of the trust or (B) it was in existence on August 20,
1996 and has a valid election in effect under applicable Treasury Regulations to
be treated as a United States person (“United States persons(s)”), (ii) are
owned by United States person(s) that are (a) foreign branches of United States
financial institutions (financial institutions, as defined in United States.
Treasury Regulation Section 1.165 -12(c)(1)(v) are herein referred to as
“financial institutions”) purchasing for their own account or for resale, or (b)
United States person(s) who acquired the Securities through foreign branches of
United States financial institutions and who hold the Securities through such
United States financial institutions on the date hereof (and in either case (a)
or (b), each such United States financial institution hereby agrees, on its own
behalf or through its agent, that you may advise Energy Fuels Inc. or its agent
that such financial institution will comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of 1986, as
amended, and the regulations thereunder), or (iii) are owned by United States or
foreign financial institution(s) for purposes of resale during the restricted
period (as defined in United States Treasury Regulation Section 1.163
-5(c)(2)(i)(D)(7)), and, in addition, if the owner is a United States or foreign
financial institution described in clause (iii) above (whether or not also
described in clause (i) or (ii)), this is to further certify that such financial
institution has not acquired the Securities for purposes of resale directly or
indirectly to a United States person or to a person within the United States or
its possessions. 

As used herein, “United States” means the United States of
America (including the states and the District of Columbia); and its
“possessions” include Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands. 

A-2 




We undertake to advise you promptly in writing on or prior to
the date on which you intend to submit your certification relating to the
above-captioned Securities held by you for our account in accordance with your
operating procedures if any applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this
certification applies as of such date. 

This certificate excepts and does not relate to U.S.
$__________ of such interest in the above-captioned Securities in respect of
which we are not able to certify and as to which we understand an exchange for
an interest in a permanent global security or an exchange for and delivery of
definitive Securities (or, if relevant, collection of any interest) cannot be
made until we do so certify. 

We understand that this certificate may be required in
connection with certain tax legislation in the United States. If administrative
or legal proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.


	Dated: _____________________	  	  
	[To be dated no earlier than the 15th day prior to (i) the
      Exchange Date or (ii) the relevant Interest Payment Date occurring prior
      to the Exchange Date, applicable] 		
	  	  	[Name of Person Making
      Certification] 
	  	  	  
	  	  	  
	  	  	By: _____________________
	  	  	Name: _____________________
	  	  	Title:
  _____________________


A-3 




EXHIBIT A-2 

FORM OF CERTIFICATE TO BE GIVEN BY THE DEPOSITARY 
IN
CONNECTION WITH THE EXCHANGE OF A PORTION OF A 
TEMPORARY GLOBAL SECURITY OR
TO OBTAIN INTEREST 
PAYABLE PRIOR TO THE EXCHANGE DATE 

ENERGY FUELS INC. 

____% Notes due ________________

This is to certify that based solely on written certifications
that we have receive in writing, by electronic transmission from each of the
persons appearing in our records as persons entitled to a portion of the
principal amount set forth below (our “Member Organizations”) substantially in
the form attached hereto, as of the date hereof, U.S. $__________ principal
amount of the above-captioned Securities (i) is owned by any person(s) that is
not a citizen or resident of the United States; a corporation or partnership
(including any entity treated as a corporation or partnership for United States
Federal income tax purposes) created or organized in or under the laws of the
United States, any state thereof or the District of Columbia unless, in the case
of a partnership, Treasury Regulations provide otherwise; any estate whose
income is subject to United States Federal income tax regardless of its source
or; a trust if (A) a United States court can exercise primary supervision over
the trust’s administration and one or more United States persons are authorized
to control all substantial decisions of the trust or (B) it was in existence on
August 20, 1996 and has a valid election in effect under applicable Treasury
Regulations to be treated as a United States person (“United States person(s)”),
(ii) is owned by United States person(s) that are (a) foreign branches of United
States financial institutions (financial institutions, as defined in U.S.
Treasury Regulation Section 1.165 -12(c)(1)(v) are herein referred to as
“financial institutions”) purchasing for their own account or for resale, or (b)
United States person(s) who acquired the Securities through foreign branches of
United States financial institutions and who hold the Securities through such
United States financial institutions on the date hereof (and in either case (a)
or (b), each such financial institution has agreed, on its own behalf or through
its agent, that we may advise Energy Fuels Inc. or its agent that such financial
institution will comply with the requirements of Section 165(j)(3)(A), (B) or
(C) of the Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) is owned by United States or foreign financial
institution(s) for purposes of resale during the restricted period (as defined
in United States Treasury Regulation Section 1.163 -5(c)(2)(i)(D)(7)) and, to
the further effect, that financial institutions described in clause (iii) above
(whether or not also described in clause (i) or (ii)) have certified that they
have not acquired the Securities for purposes of resale directly or indirectly
to a United States person or to a person within the United States or its
possessions. 

As used herein, “United States” means the United States of
America (including the states and the District of Columbia); and its
“possessions” include Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands. 




We further certify that (i) we are not making available
herewith for exchange (or, if relevant, collection of any interest) any portion
of the temporary global Security representing the above-captioned Securities
excepted in the above-referenced certificates of member Organizations and (ii)
as of the date hereof we have not received any notification from any of our
Member organizations to the effect that the statements made by such Member
organizations with respect to any portion of the part submitted herewith for
exchange (or, if relevant, collection of any interest) are no longer true and
cannot be relied upon as of the date hereof. 

We understand that this certification is required in connection
with certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.


	Dated: _________________	  	  
	[To be dated no earlier than the 15th day prior
      to (i) the Exchange Date or (ii) the relevant Interest Payment Date
      occurring prior to the Exchange Date, applicable] 		
	  	  	  
	  	  	  
	  	  	[Insert name of Depositary] 
	  	  	  
	  	  	  
	  	  	By: _________________
	  	  	Name: _________________
	Title: _________________