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                                                                     EXHIBIT 4.2

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                                IMAX CORPORATION





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


                          SUBORDINATED DEBT SECURITIES

                                    INDENTURE

                             Dated as of ___________


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


                              ___________________,

                                     Trustee











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                                IMAX CORPORATION

               RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT
                  OF 1939 AND INDENTURE, DATED AS OF __________


TRUST INDENTURE
  ACT SECTION                                             INDENTURE SECTION

ss. 310(a)(1)         .....................................  607(a)
      (a)(2)          .....................................  607(a)
      (b)             .....................................  608
ss. 312(c)            .....................................  701
ss. 314(a)            .....................................  703
      (a)(4)          .....................................  1004
      (c)(1)          .....................................  102
      (c)(2)          .....................................  102
      (e)             .....................................  102
ss. 315(b)            .....................................  601
ss. 316(a)(last
      sentence)       .....................................  101 ("Outstanding")
      (a)(1)(A)       .....................................  502, 512
      (a)(1)(B)       .....................................  513
      (b)             .....................................  508
      (c)             .....................................  104(e)
ss. 317(a)(1)         .....................................  503
      (a)(2)          .....................................  504
      (b)             .....................................  1003
ss. 318(a)            .....................................  111

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Note:     This reconciliation and tie shall not, for any purpose, be deemed to
          be a part of the Indenture.


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                                TABLE OF CONTENTS
                                                                            PAGE

PARTIES........................................................................1
RECITALS OF THE COMPANY........................................................1



                                   ARTICLE ONE
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101. Definitions.......................................................1
                "Act"..........................................................2
                "Additional Amounts"...........................................2
                "Affiliate"....................................................2
                "Authenticating Agent".........................................2
                "Authorized Newspaper".........................................2
                "Bearer Security"..............................................3
                "Board of Directors"...........................................3
                "Board Resolution".............................................3
                "Business Day".................................................3
                "calculation period"...........................................3
                "Clearstream"..................................................3
                "Commission"...................................................3
                "Common Depositary"............................................3
                "Company"......................................................3
                "Company Request" or "Company Order"...........................3
                "Component Currency"...........................................3
                "Conversion Date"..............................................3
                "Conversion Event".............................................3
                "Corporate Trust Office".......................................3
                "corporation"..................................................4
                "covenant defeasance"..........................................4
                "coupon".......................................................4
                "Currency".....................................................4
                "Debt".........................................................4
                "Default"......................................................4
                "Default Notice"...............................................4
                "Defaulted Interest"...........................................4

-------------------------
Note:     This table of contents shall not, for any purpose, be deemed to be a
          part of the Indenture.


                                       i

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                "defeasance"...................................................4
                "Depositary"...................................................4
                "Dollar" or "$"................................................4
                "Dollar Equivalent of the Currency Unit".......................4
                "Dollar Equivalent of the Foreign Currency"....................4
                "DTC"..........................................................4
                "Election Date"................................................4
                "Euroclear"....................................................4
                "Event of Default".............................................5
                "Exchange Act".................................................5
                "Exchange Date"................................................5
                "Exchange Rate Agent"..........................................5
                "Exchange Rate Officers' Certificate"..........................5
                "Extension Notice".............................................5
                "Extension Period".............................................5
                "Final Maturity"...............................................5
                "Foreign Currency".............................................5
                "Government Obligations".......................................5
                "Holder".......................................................5
                "Indenture"....................................................6
                "Indexed Security".............................................6
                "interest".....................................................6
                "Interest Payment Date"........................................6
                "Judgment Currency"............................................6
                "mandatory sinking fund payment"...............................6
                "Market Exchange Rate".........................................6
                "Maturity".....................................................7
                "Officer"......................................................7
                "Officers' Certificate"........................................7
                "Opinion of Counsel"...........................................7
                "Optional Reset Date"..........................................7
                "optional sinking fund payment"................................7
                "Original Issue Discount Security".............................7
                "Original Stated Maturity".....................................7
                "Outstanding"..................................................7
                "Paying Agent".................................................8
                "Payment Blockage Period"......................................9
                "Person".......................................................9
                "Place of Payment".............................................9
                "Predecessor Security".........................................9
                "rates of exchange"............................................9
                "Redemption Date"..............................................9
                "Redemption Price".............................................9
                "Registered Security"..........................................9
                "Regular Record Date"..........................................9
                "Repayment Date"...............................................9


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                "Repayment Price"..............................................9
                "Required Currency"............................................9
                "Reset Notice".................................................9
                "Responsible Officer"..........................................9
                "Security" or "Securities"....................................10
                "Securities Act"..............................................10
                "Security Register" and "Security Registrar"..................10
                "Senior Indebtedness".........................................10
                "Special Record Date".........................................10
                "Specified Amount"............................................10
                "Stated Maturity".............................................10
                "Subsequent Interest Period"..................................10
                "Trust Indenture Act" or "TIA"................................10
                "Trustee".....................................................10
                "United States"...............................................11
                "United States person"........................................11
                "Valuation Date"..............................................11
                "Vice President"..............................................11
                "Yield to Maturity"...........................................11
SECTION 102. Compliance Certificates and Opinions.............................11
SECTION 103. Form of Documents Delivered to Trustee...........................12
SECTION 104. Acts of Holders..................................................12
SECTION 105. Notices, etc. to Trustee and Company.............................14
SECTION 106. Notice to Holders; Waiver........................................14
SECTION 107. Effect of Headings and Table of Contents.........................15
SECTION 108. Successors and Assigns...........................................15
SECTION 109. Separability Clause..............................................16
SECTION 110. Benefits of Indenture............................................16
SECTION 111. Governing Law....................................................16
SECTION 112. Legal Holidays...................................................16
SECTION 113. Currency Indemnity...............................................16
SECTION 114. Currency Equivalent..............................................17
SECTION 115. Agent for Service; Submission to Jurisdiction;
               Waiver of Immunities...........................................18
SECTION 116. Conflict with Trust Indenture Act................................18
SECTION 117. Incorporators, Shareholders, Officers and Directors
               of the Company Exempt from Individual Liability................18
SECTION 118. Waiver of Jury Trial.............................................19


                                   ARTICLE TWO
                                 SECURITY FORMS

SECTION 201. Forms Generally..................................................19
SECTION 202. Form of Trustee's Certificate of Authentication..................19
SECTION 203. Securities Issuable in Global Form...............................20


                                      iii

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                                  ARTICLE THREE
                                 THE SECURITIES

SECTION 301. Amount Unlimited; Issuable in Series.............................21
SECTION 302. Denominations....................................................25
SECTION 303. Execution, Authentication, Delivery and Dating...................25
SECTION 304. Temporary Securities.............................................27
SECTION 305. Registration, Registration of Transfer and Exchange..............29
SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.................33
SECTION 307. Payment of Principal and Interest; Interest Rights
               Preserved; Optional Interest Reset.............................34
SECTION 308. Optional Extension of Stated Maturity............................37
SECTION 309. Persons Deemed Owners............................................38
SECTION 310. Cancellation.....................................................39
SECTION 311. Computation of Interest..........................................39
SECTION 312. Currency and Manner of Payments in Respect of Securities.........39
SECTION 313. Appointment and Resignation of Successor Exchange Rate Agent.....43
SECTION 314. CUSIP Numbers....................................................43


                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture..........................44
SECTION 402. Application of Trust Money.......................................45


                                  ARTICLE FIVE
                                    REMEDIES

SECTION 501. Events of Default................................................45
SECTION 502. Acceleration of Maturity; Rescission and Annulment...............47
SECTION 503. Collection of Debt and Suits for Enforcement by Trustee..........48
SECTION 504. Trustee May File Proofs of Claim.................................49
SECTION 505. Trustee May Enforce Claims Without Possession of Securities......50
SECTION 506. Application of Money Collected...................................50
SECTION 507. Limitation on Suits..............................................50
SECTION 508. Unconditional Right of Holders to Receive Principal,
               Premium and Interest...........................................51
SECTION 509. Restoration of Rights and Remedies...............................51
SECTION 510. Rights and Remedies Cumulative...................................52
SECTION 511. Delay or Omission Not Waiver.....................................52
SECTION 512. Control by Holders...............................................52
SECTION 513. Waiver of Past Defaults..........................................52
SECTION 514. Waiver of Stay or Extension Laws.................................53
SECTION 515. Undertaking for Costs............................................53


                                       iv

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                                   ARTICLE SIX
                                   THE TRUSTEE

SECTION 601. Notice of Defaults...............................................53
SECTION 602. Certain Rights of Trustee........................................54
SECTION 603. Trustee Not Responsible for Recitals or Issuance of Securities...55
SECTION 604. May Hold Securities..............................................55
SECTION 605. Money Held in Trust..............................................56
SECTION 606. Compensation and Reimbursement...................................56
SECTION 607. Corporate Trustee Required; Eligibility; Conflicting Interests...56
SECTION 608. Resignation and Removal; Appointment of Successor................57
SECTION 609. Acceptance of Appointment by Successor...........................58
SECTION 610. Merger, Conversion, Consolidation or Succession to Business......59
SECTION 611. Appointment of Authenticating Agent..............................60


                                  ARTICLE SEVEN
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. Disclosure of Names and Addresses of Holders.....................61
SECTION 702. Reports by Trustee...............................................62
SECTION 703. Reports by Company...............................................62


                                  ARTICLE EIGHT
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801. Company May Consolidate, etc., Only on Certain Terms.............63
SECTION 802. Successor Person Substituted.....................................64


                                  ARTICLE NINE
                             SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures Without Consent of Holders...............64
SECTION 902. Supplemental Indentures with Consent of Holders..................66
SECTION 903. Execution of Supplemental Indentures.............................67
SECTION 904. Effect of Supplemental Indentures................................67
SECTION 905. Conformity with Trust Indenture Act..............................67
SECTION 906. Reference in Securities to Supplemental Indentures...............68
SECTION 907. Notice of Supplemental Indentures................................68
SECTION 908. Effect on Senior Indebtedness....................................68


                                   ARTICLE TEN
                                    COVENANTS

SECTION 1001. Payment of Principal, Premium, if any, and Interest.............68


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SECTION 1002. Maintenance of Office or Agency.................................68
SECTION 1003. Money for Securities Payments to Be Held in Trust...............70
SECTION 1004. Statement as to Compliance......................................71
SECTION 1005. Additional Amounts..............................................71
SECTION 1006. Corporate Existence.............................................72
SECTION 1007. Waiver of Certain Covenants.....................................72
SECTION 1008. Calculation of Original Issue Discount..........................73


                                 ARTICLE ELEVEN
                            REDEMPTION OF SECURITIES

SECTION 1101. Applicability of Article........................................73
SECTION 1102. Election to Redeem; Notice to Trustee...........................73
SECTION 1103. Selection by Trustee of Securities to Be Redeemed...............73
SECTION 1104. Notice of Redemption............................................74
SECTION 1105. Deposit of Redemption Price.....................................75
SECTION 1106. Securities Payable on Redemption Date...........................75
SECTION 1107. Securities Redeemed in Part.....................................76


                                 ARTICLE TWELVE
                                  SINKING FUNDS

SECTION 1201. Applicability of Article........................................77
SECTION 1202. Satisfaction of Sinking Fund Payments with Securities...........77
SECTION 1203. Redemption of Securities for Sinking Fund.......................77


                                ARTICLE THIRTEEN
                         REPAYMENT AT OPTION OF HOLDERS

SECTION 1301. Applicability of Article........................................78
SECTION 1302. Repayment of Securities.........................................79
SECTION 1303. Exercise of Option..............................................79
SECTION 1304. When Securities Presented for Repayment Become Due and Payable..79
SECTION 1305. Securities Repaid in Part.......................................80


                                ARTICLE FOURTEEN
                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1401. Company's Option to Effect Defeasance or Covenant Defeasance....81
SECTION 1402. Defeasance and Discharge........................................81
SECTION 1403. Covenant Defeasance.............................................81
SECTION 1404. Conditions to Defeasance or Covenant Defeasance.................82
SECTION 1405. Deposited Money and Government Obligations to Be Held
                in Trust; Other Miscellaneous Provisions......................84


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SECTION 1406. Reinstatement...................................................85


                                 ARTICLE FIFTEEN
                        MEETINGS OF HOLDERS OF SECURITIES

SECTION 1501. Purposes for Which Meetings May Be Called.......................85
SECTION 1502. Call, Notice and Place of Meetings..............................85
SECTION 1503. Persons Entitled to Vote at Meetings............................86
SECTION 1504. Quorum; Action..................................................86
SECTION 1505. Determination of Voting Rights; Conduct and Adjournment
                of Meetings...................................................87
SECTION 1506. Counting Votes and Recording Action of Meetings.................88


                                 ARTICLE SIXTEEN
                           SUBORDINATION OF SECURITIES

SECTION 1601. Agreement to Subordinate........................................88
SECTION 1602. Distribution on Dissolution, Liquidation and Reorganization;
                Subrogation of Securities.....................................89
SECTION 1603. No Payment on Securities in Certain Circumstances...............90
SECTION 1604. Payments on Securities Permitted................................92
SECTION 1605. Authorization of Holders to Trustee to Effect Subordination.....92
SECTION 1606. Notices to Trustee..............................................92
SECTION 1607. Trustee as Holder of Senior Indebtedness........................93
SECTION 1608. Modifications of Terms of Senior Indebtedness...................93
SECTION 1609. Reliance on Judicial Order or Certificate of Liquidating Agent..93

TESTIMONIUM...................................................................94
SIGNATURES AND SEALS............................................................

FORMS OF CERTIFICATION.................................................EXHIBIT A


                                      vii



<PAGE>


          INDENTURE, dated as of _______________, ______ between IMAX
CORPORATION, a corporation duly organized and existing under the laws of Canada
(herein called the "Company"), having its principal office at 2525 Speakman
Drive, Mississauga, Ontario L5K 1B1, and _______________, a _______________ duly
organized and existing under the laws of _______________, as trustee (herein
called the "Trustee").


                             RECITALS OF THE COMPANY

          The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its subordinated
debentures, 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
provided in this Indenture.

          This Indenture is subject to the provisions of the Trust Indenture Act
of 1939, as amended, 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 and binding
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 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 101. 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 TIA Section 311, shall have the
     meanings assigned to them in the rules of the Commission adopted under the
     Trust Indenture Act;

          (3) all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with generally accepted accounting
     principles, and,


<PAGE>

     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 used in the
     Company's annual financial statements contained in the Company's annual
     report delivered to its shareholders in respect of the fiscal year
     immediately prior to 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) "including" or include means including or include without
     limitation; and

          (7) unsecured or unguaranteed Debt shall not be deemed to be
     subordinate or junior to secured or guaranteed Debt merely by virtue of its
     nature as unsecured or guaranteed Debt.

          Certain terms, used principally in Article Three and Article Five are
defined in those Articles.

          "Act", when used with respect to any Holder, has the meaning specified
in Section 104.

          "Additional Amounts" means any additional amounts which are required
by a Security or by or pursuant to a Board Resolution, under circumstances
specified therein, to be paid by the Company in respect of certain taxes imposed
on certain Holders and which are owing to such Holders.

          "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with 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.

          "Authenticating Agent" means any Person appointed by the Trustee to
act on behalf of the Trustee pursuant to Section 611 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, whether or not such newspaper is also published on Saturdays,
Sundays or holidays, 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
<PAGE>

          "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 that board.

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

          "Business Day", 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 301, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a
day on which banking institutions in that Place of Payment or other location are
authorized or obligated by law or executive order to close.

          "calculation period" has the meaning specified in Section 311.

          "Clearstream" means Clearstream Banking, societe anonyme, or its
successor.

          "Commission" means the United States 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 304.

          "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 any two Officers, and delivered to the
Trustee.

          "Component Currency" has the meaning specified in Section 312.

          "Conversion Date" has the meaning specified in Section 312.

          "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 Trustee, at which at any particular time its corporate trust business shall
be administered, which office on the date of execution of this Indenture is
located at _______________, Attention: Corporate Trust Department, except that
with respect to presentation of Securities for payment or


                                       3
<PAGE>

for registration of transfer or exchange, such term shall mean the office or
agency of the Trustee at which, at any particular time, its corporate agency
business shall be conducted.

          "corporation" includes corporations, associations, companies and
business trusts.

          "covenant defeasance" has the meaning specified in Section 1403.

          "coupon" means any interest coupon appertaining to a Bearer Security.

          "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.

          "Debt" means notes, bonds, debentures or other similar evidences of
indebtedness for money borrowed.

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

          "Default Notice" has the meaning specified in Section 1603.

          "Defaulted Interest" has the meaning specified in Section 307.

          "defeasance" has the meaning specified in Section 1402.

          "Depositary" means a clearing agency registered under the Exchange Act
that is designated to act as Depositary for the Global Securities. The Company
initially appoints DTC as the Depositary.

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

          "Dollar Equivalent of the Currency Unit" has the meaning specified in
Section 312.

          "Dollar Equivalent of the Foreign Currency" has the meaning specified
in Section 312.

          "DTC" means The Depository Trust Company, its nominees and their
respective successors.

          "Election Date" has the meaning specified in Section 312.

          "Euro" means the lawful currency of the participating member states of
the European Union that have adopted the single currency in accordance with the
Treaty establishing the European Community (whether known as the Euro or
otherwise).

          "Euroclear" means Euroclear S.A./N.V., or its successor, as operator
of the Euroclear System.


                                       4
<PAGE>

          "Event of Default" has the meaning specified in Section 501.

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

          "Exchange Date" has the meaning specified in Section 304.

          "Exchange Rate Agent" means, with respect to Securities of or within
any series, unless otherwise specified with respect to any Securities pursuant
to Section 301, a New York clearing house bank, designated pursuant to Section
301 or Section 313.

          "Exchange Rate Officers' Certificate" means a tested telex or 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
302 in the relevant Currency), payable with respect to a Security of any series
on the basis of such Market Exchange Rate, sent (in the case of a telex) or
signed (in the case of a certificate) by any Officer of the Company.

          "Extension Notice" has the meaning specified in Section 308.

          "Extension Period" has the meaning specified in Section 308.

          "Final Maturity" has the meaning specified in Section 308.

          "Foreign Currency" means any Currency other than Currency of the
United States.

          "Government Obligations" means, unless otherwise specified with
respect to any series of Securities pursuant to Section 301, 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 depository 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 a holder of a
depository 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 depository receipt from any amount received by the custodian in respect of
the Government Obligation or the specific payment of interest on or principal of
the Government Obligation evidenced by such depository 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.


                                       5
<PAGE>

          "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 301 and the provisions of the Trust Indenture Act that
are deemed to be part hereof; 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
particular series of Securities for which such Person is Trustee established as
contemplated by Section 301, 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.

          "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, and, when used with respect to a Security which provides for the
payment of Additional Amounts pursuant to Section 1005, includes such Additional
Amounts.

          "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 113.

          "mandatory sinking fund payment" has the meaning specified in Section
1201.

          "Market Exchange Rate" means, unless otherwise specified with respect
to any Securities pursuant to Section 301, (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 301 for the
Securities of the relevant series, (ii) for any conversion of Dollars into any
Foreign Currency, the noon (New York City time) 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 either New York City, London, England 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


                                       6
<PAGE>

Section 301, 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,
London, England 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.

          "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.

          "Officer" means the Chairman of the Board, the Vice Chairman, the
Chief Executive Officer, the President, any Executive Vice President, any Senior
Vice President, any Vice President, the General Counsel, the Treasurer or the
Secretary or any Assistant Treasurer or Assistant Secretary of the Company.

          "Officers' Certificate" means a written certificate signed in the name
of the Company by any two Officers, and delivered to the Trustee.

          "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 307.

          "optional sinking fund payment" has the meaning specified in Section
1201.

          "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 502.

          "Original Stated Maturity" has the meaning specified in Section 308.

          "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 the Trustee or delivered to
     the Trustee for cancellation pursuant to the terms of this Indenture;

          (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 the Trustee or any Paying Agent (other than
     the Company) in trust or set aside and segregated in trust by the Company
     (if the Company shall act as its own Paying Agent) for the Holders of such
     Securities and any related coupons; provided


                                       7
<PAGE>

     that, if such Securities are to be redeemed, notice of such redemption has
     been duly given pursuant to this Indenture or provision therefore
     satisfactory to the Trustee has been made;

          (iii) Securities, except to the extent provided in Sections 1402 and
     1403, 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 306 or in
     exchange for or in lieu of which other Securities have been authenticated
     and delivered pursuant to this Indenture, other than any such Securities in
     respect of which there shall have been presented to the Trustee proof
     satisfactory to it that such Securities are held by a protected purchaser
     (as defined in Article 8 of the Uniform Commercial Code) 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 502, (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 Trustee, 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 301, 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 Trustee shall be protected in making such
calculation or in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which a Responsible
Officer of the Trustee actually knows 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 Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Company or any other obligor upon the Securities or any Affiliate of
the Company or such other obligor.

          "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 or coupons on behalf of the Company.


                                       8
<PAGE>

          "Payment Blockage Period" has the meaning specified in Section 1603.

          "Person" means any individual, corporation, partnership, limited
liability company, joint venture, 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, the place or places where the principal of (and premium,
if any) and interest, if any, on such Securities are payable as specified and as
contemplated by or pursuant to Sections 301 and 1002.

          "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 306 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.

          "rates of exchange" has the meaning specified in Section 113.

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

          "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 301.

          "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.

          "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.

          "Required Currency" has the meaning specified in Section 113.

          "Reset Notice" has the meaning specified in Section 307.

          "Responsible Officer", when used with respect to the Trustee, means
any vice president, officer or any other officer of the 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


                                       9
<PAGE>

knowledge of and familiarity with the particular subject and who shall have
direct responsibility for the administration of this Indenture.

          "Security" or "Securities" has the meaning stated in the first recital
of this Indenture and more particularly means 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.

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

          "Security Register" and "Security Registrar" have the respective
meanings specified in Section 305.

          "Senior Indebtedness" means the principal of (and premium, if any) and
unpaid interest on (i) indebtedness of the Company (including indebtedness of
others guaranteed by the Company), whether outstanding on the date hereof or
thereafter created, incurred, assumed or guaranteed, for money borrowed, unless
in the instrument creating or evidencing the same or pursuant to which the same
is outstanding it is provided that such indebtedness is not senior or prior in
right of payment to the Securities, and (ii) renewals, extensions, modifications
and refundings of any such indebtedness.

          "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 Trustee
pursuant to Section 307.

          "Specified Amount" has the meaning specified in Section 312.

          "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 308.

          "Subsequent Interest Period" has the meaning specified in Section 307.

          "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939
as in force at the date as of which this Indenture was executed, except as
provided in Section 905; provided, however, that in the event the Trust
Indenture Act is amended after such date, "Trust Indenture Act" or "TIA" means,
to the extent required by any such amendment, the Trust Indenture Act of 1939 as
so amended.

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


                                       10
<PAGE>

"Trustee" as used with respect to the Securities of any series shall mean only
the Trustee with respect to Securities of that series.

          "United States" means, unless otherwise specified with respect to any
Securities pursuant to Section 301, 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 301, 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 or an estate or
trust the income of which is subject to United States federal income taxation
regardless of its source.

          "Valuation Date" has the meaning specified in Section 312.

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

          "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 102. Compliance Certificates and Opinions.

          Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee 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 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.

          Every certificate or opinion with respect to compliance with a
covenant or condition provided for in this Indenture (other than pursuant to
Section 1004) 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 brief statement as to the nature and scope of the examination or
     investigation upon which the statements or opinions contained in such
     certificate or opinion are based;


                                       11
<PAGE>

          (3) 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

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


          SECTION 103. Form of Documents Delivered to Trustee.


          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 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, or a
certificate or representations by counsel, unless such Officer knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations by counsel with respect to the matters upon which his
certificate or opinion is based are erroneous. Any such Opinion of Counsel or
certificate or representations 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 chartered accountants filed with the Trustee
shall contain a statement that such firm is independent.

          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 104. 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


                                       12
<PAGE>

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
Fifteen, or a combination of such instruments and any such record. Except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments or record or both are delivered to the Trustee
and, where it is hereby expressly required, to the Company. 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 Trustee and the Company, if
made in the manner provided in this Section. The record of any meeting of
Holders of Securities shall be proved in the manner provided in Section 1506.

          (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 Trustee deems 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 Trustee to be satisfactory, showing that at
the date therein mentioned such Person had on deposit with such depositary, or
exhibited to it, the Bearer Securities therein described; or such facts may be
proved by the certificate or affidavit of the Person holding such Bearer
Securities, if such certificate or affidavit is deemed by the Trustee to be
satisfactory. The Trustee and the Company may assume that such ownership of any
Bearer Security continues until (1) another certificate or affidavit bearing a
later date issued in respect of the same Bearer Security is produced, or (2)
such Bearer Security is produced to the Trustee by some other Person, or (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 Trustee deems
sufficient.

          (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,


                                       13
<PAGE>

consent, waiver or other Act, but the Company shall have no obligation to do so.
Notwithstanding 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 therefore or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee, any
Security Registrar, any Paying Agent, any Authenticating Agent or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.

          SECTION 105. Notices, etc. to Trustee and Company.


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

          (1) the Trustee by 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 Trustee at its Corporate Trust Office, or

          (2) the Company by the Trustee or by any Holder shall be sufficient
     for every purpose hereunder (unless otherwise herein expressly provided) if
     in writing and mailed, first-class postage prepaid, to the Company,
     Attention: General Counsel, 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 Trustee by the Company.

          SECTION 106. Notice to Holders; Waiver.


          Where this Indenture provides for notice of any event to Holders of
Registered Securities by the Company or the Trustee, 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


                                       14
<PAGE>

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 Trustee 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 301, 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, 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 such publication or, if published more than once,
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
impractical to publish any notice to Holders of Bearer Securities as provided
above, then such notification to Holders of Bearer Securities as shall be given
in a manner satisfactory to the Trustee, which notice 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.

          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 Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.


          SECTION 107. 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 108. Successors and Assigns.

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



                                       15
<PAGE>

          SECTION 109. Separability 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 110. 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.


          SECTION 111. 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. 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.


          SECTION 112. Legal Holidays.

          In any case where any Interest Payment Date, Redemption Date,
Repayment Date, sinking fund payment date or Stated Maturity or Maturity of any
Security shall not be a Business Day at any Place of Payment, 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 on such date, but may be made on the next succeeding Business
Day at such Place of Payment with the same force and effect as if made on the
Interest Payment Date, Redemption Date, Repayment 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, Repayment Date, sinking fund payment date, Stated Maturity or Maturity, as
the case may be.

          SECTION 113. Currency Indemnity. (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
     any other currency (the "Judgment Currency") an amount due or contingently
     due under the Securities of any series and this Indenture (the "Required
     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
     which is not appealable or is not appealed is given or the order of
     enforcement is made, as the case may be (unless a court shall otherwise
     determine).



                                       16
<PAGE>

          (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 shall produce the amount in the Required 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 Trustee 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 Required
Currency (other than under this paragraph (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 paragraph (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.

          (c) The obligations contained in paragraphs (a)(ii) and (b) above
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 Trustee 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 paragraph (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 Trustee, as the case may be, and no proof or evidence of any
actual loss shall be required by the Company or the applicable liquidator. In
the case of paragraph (b) above, the amount of such deficiency shall not be
deemed to be reduced by any variation in rates of exchange occurring between the
said final date and the date of any liquidating distribution.

          (d) The term "rate(s) of exchange" shall mean the Bank of Canada noon
rate for purchases on the relevant date of the Required Currency with the
Judgment Currency, 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) and includes any premiums and costs of exchange
payable.


          SECTION 114. 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



                                       17
<PAGE>

to represent the amount in the Currency of any other relevant nation which is
required to purchase such amount in the First Currency at the noon buying rate
in the City of New York for cable transfers as published by the Federal Reserve
Bank of New York on the date of determination.


          SECTION 115. 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 CT Corporation
System, 111 8th Avenue, 13th Floor, New York, New York, 10011 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
United States federal or New York State court in The City of New York or brought
under federal or state securities laws or brought by the Trustee (whether in its
individual capacity or in its capacity as Trustee 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 CT Corporation System and written
notice of said service to the Company (mailed or delivered to the Company,
Attention: General Counsel, at its principal office specified in the first
paragraph of this Indenture and in the manner specified in Section 105 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
CT Corporation System in full force and effect so long as any of the Securities
shall be outstanding.

          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.


          SECTION 116. Conflict with Trust Indenture Act.

          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
imposed duties shall control.


          SECTION 117. 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


                                       18
<PAGE>

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.


          SECTION 118. 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.


                                  ARTICLE TWO

                                 SECURITY FORMS


          SECTION 201. Forms Generally.

          (a) 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 or any indenture supplemental hereto, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as the Company may deem appropriate and as are not
inconsistent with the provisions of this Indenture, or 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 General Counsel, Secretary or Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 303 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 301, Bearer
Securities shall have interest coupons attached.

          The 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 or produced by any combination of these methods on a steel-engraved
border or steel-engraved borders or may be produced in any other manner, all as
determined by the Officers executing such Securities, as evidenced by their
execution of such Securities or coupons.


          SECTION 202. Form of Trustee's Certificate of Authentication.

          Subject to Section 611, the Trustee's certificate of authentication
shall be in substantially the following form:



                                       19
<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          Dated: ____________________

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


                                            ________________________,
                                            as Trustee



                                            By ________________________________
                                               Authorized Officer


          SECTION 203. Securities Issuable in Global Form.

          If Securities of or within a series are issuable in global form, as
specified as contemplated by Section 301, then, notwithstanding clause (8) of
Section 301, 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 Trustee in such manner and
upon instructions given by such Person or Persons as shall be specified therein
or in the Company Order to be delivered to the Trustee pursuant to Section 303
or Section 304. Subject to the provisions of Section 303 and, if applicable,
Section 304, the Trustee shall deliver and redeliver any Security in permanent
global form in the manner and upon instructions given by the Person or Persons
specified therein or in the applicable Company Order. If a Company Order
pursuant to Section 303 or Section 304 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 102 and need not be accompanied by an Opinion of
Counsel.

          The provisions of the last sentence of Section 303 shall apply to any
Security represented by a Security in global form if such Security was never
issued and sold by the Company and the Company delivers to the Trustee the
Security in global form together with written instructions (which need not
comply with Section 102 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 303.

          Notwithstanding the provisions of Section 307, unless otherwise
specified as contemplated by Section 301, 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.


                                       20
<PAGE>

          Notwithstanding the provisions of Section 309 and except as provided
in the preceding paragraph, the Company, the Trustee and any agent of the
Company and the Trustee 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, Euroclear or Clearstream.


                                 ARTICLE THREE

                                 THE SECURITIES


          SECTION 301. Amount Unlimited; Issuable in Series.

          The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited. All Securities of
any one series need not be issued at the same time and, unless otherwise
provided, a series may be reopened, without the consent of the Holders, for
issuances of additional Securities of such series. The Securities shall be
subordinated in right of payment to all Senior Indebtedness as provided in
Article Sixteen hereof.

          The Securities may be issued in one or more series. 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 303, 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 (17) 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) any limit upon 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 of, or in exchange for, or in lieu of, other Securities of the
     series pursuant to Section 304, 305, 306, 906, 1107 or 1305);

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

          (4) the rate or rates (whether fixed or variable) at which the
     Securities of the series shall bear interest, if any, or the method by
     which such rate or rates shall be determined, 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 twelve 30-day months;


                                       21
<PAGE>

          (5) the place or places, if any, other than or in addition to 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 105, 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 and the extent to which, or the
     manner in which, any interest payment or Additional Amounts on a global
     Security on an Interest Payment Date shall be paid;

          (6) 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 may be redeemed, in whole or in part, at the option of the
     Company, if the Company is to have that option;

          (7) the obligation, if any, of the Company to redeem, repay or
     purchase Securities of the series pursuant to any sinking fund or analogous
     provision or at the option of a Holder thereof, and the period or periods
     within which, the price or prices at which, 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;

          (8) 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;

          (9) if other than the Trustee, the identity of each Security Registrar
     and/or Paying Agent;

          (10) 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 502
     or the method by which such portion shall be determined;

          (11) 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 312;

          (12) 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;


                                       22
<PAGE>

          (13) 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 312;

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

          (15) the applicability, if any, of Sections 1402 and/or 1403 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 Fourteen that shall be
     applicable to the Securities of the series;

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

          (17) any deletions from, modifications of or additions to the Events
     of Default or covenants (including any deletions from, modifications of or
     additions to Section 1007) 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;

          (18) 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 305, 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 depository therefore if other than DTC;

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

          (20) 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


                                       23
<PAGE>

     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 related coupons 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 shall be
     paid if other than in the manner provided in Section 304;

          (21) 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;

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

          (23) whether, under what circumstances and the Currency in which the
     Company shall pay Additional Amounts as contemplated by Section 1005 on the
     Securities of the series to any Holder who 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
     shall have the option to redeem such Securities rather than pay such
     Additional Amounts (and the terms of any such option);

          (24) if payment of the Securities of the series shall be guaranteed by
     any other Person;

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

          (26) the percentage or percentages of principal amount of which the
     Securities of the series shall be issued;

          (27) if the Securities of the series are to be convertible into or
     exercisable, redeemable or exchangeable for any securities of any Person
     (including the Company), the terms and conditions upon which such
     Securities shall be so convertible or exchangeable, including whether
     conversion, exercise, redemption or exchange is mandatory, at the option of
     the Holder or at the Company's option, the date on or the period during
     which conversion, exercise, redemption or exchange may occur, the initial
     conversion, exercise, redemption or exchange price or rate and the
     circumstances or manner in which the amount of common shares or preference
     shares or other securities issuable upon conversion, exercise, redemption
     or exchange may be adjusted;

          (28) if the Securities of the series are subject to mandatory or
     optional remarketing or other mandatory or optional resale provisions, and,
     if applicable, the date or period during which such resale may occur, any
     conditions to such resale and any right of a Holder to substitute
     securities for the Securities subject to resale; and



                                       24
<PAGE>

          (29) 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 the Trust
     Indenture Act 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 303) 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 Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.


          SECTION 302. Denominations.

          The Securities of each series shall be issuable in such denominations
as shall be specified as contemplated by or pursuant to Section 301. 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.


          SECTION 303. Execution, Authentication, Delivery and Dating.

          The Securities and any related coupons shall be executed on behalf of
the Company by any Officer. The signature of any Officer 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 related coupons, executed by the Company to the Trustee for authentication,
together with a Company Order for the authentication and delivery of such
Securities, and the 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 301, a Bearer Security may be delivered in connection with its original
issuance only if the Person entitled to receive such Bearer Security


                                       25
<PAGE>

shall have furnished a certificate in the form set forth in Exhibit A-1 to this
Indenture or such other certificate as may be specified with respect to any
series of Securities pursuant to Section 301, 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 304, 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 306,
the Trustee shall not authenticate and deliver any Bearer Security unless all
appurtenant coupons for interest then matured have been detached and cancelled.
If not all of 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 Trustee
for the issuance of such Securities and determining the 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
Trustee shall be entitled to receive, and (subject to TIA Sections 315(a)
through 315(d)) shall be fully protected in relying upon, an Opinion of Counsel
stating:

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

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

          (3) that such Securities, together with any related coupons, when
     completed by appropriate insertions and executed and delivered by the
     Company to the Trustee for authentication in accordance with this
     Indenture, authenticated and delivered by the Trustee in accordance with
     this Indenture and issued by the Company in the manner and subject to any
     conditions specified in such Opinion of Counsel, shall constitute 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, 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;

          (4) 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

          (5) that the issuance of such Securities and any coupons shall not
     contravene the articles of incorporation or by-laws of the Company or
     result in any violation of any of the terms or provisions of any law or
     regulation.


                                       26
<PAGE>

          Notwithstanding the provisions of Section 301 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 301 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 Trustee shall not be required to authenticate and deliver any such
Securities if the issue of such Securities pursuant to this Indenture shall
affect the Trustee's own rights, duties or immunities under the Securities and
this Indenture or otherwise in a manner which is not reasonably acceptable to
the Trustee.

          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 301.

          No Security or coupon shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Security or Security to which such coupon appertains a certificate of
authentication substantially in the form provided for herein duly executed by
the 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 Trustee for
cancellation as provided in Section 310 together with a written statement (which
need not comply with Section 102 and need not be accompanied by an Opinion of
Counsel) stating that such Security has never been issued and sold by the
Company, for all purposes of this Indenture such Security shall be deemed never
to have been authenticated and delivered hereunder and shall never be entitled
to the benefits of this Indenture.


          SECTION 304. Temporary Securities.

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


                                       27
<PAGE>

the Company in a Place of Payment for that series, without charge to the Holder.
Upon surrender for cancellation of any one or more temporary Securities of any
series (accompanied by any unmatured related coupons), the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor a like
principal amount of definitive Securities of the same series 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 303.
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 London, England office of a depositary or common depositary
(the "Common Depositary"), for the benefit of Euroclear and Clearstream, for
credit to the respective accounts of the beneficial owners of such Securities
(or to such other accounts as they may direct).

          Without unnecessary delay but in any event not later than the date
specified in, or determined pursuant to the terms of, any such temporary global
Security (the "Exchange Date"), the Company shall deliver to the Trustee
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 Trustee, as the Company's agent for such purpose, to be
exchanged, in whole or from time to time in part, for definitive Securities
without charge and the Trustee 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 301, 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 Euroclear 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 and signed by Clearstream as to the portion of such temporary
global Security held for its account then to be exchanged, 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 301); 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 303.

          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
Euroclear or Clearstream, as the case may be, to request such exchange on his
behalf and delivers to Euroclear or Clearstream, as the case may be, a
certificate in the


                                       28
<PAGE>

form set forth in Exhibit A-1 to this Indenture (or in such other form as may be
established pursuant to Section 301), dated no earlier than 15 days prior to the
Exchange Date, copies of which certificate shall be available from the offices
of Euroclear and Clearstream, the Trustee, 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 Euroclear or
Clearstream. 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 301, 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 Euroclear and
Clearstream on such Interest Payment Date upon delivery by Euroclear and
Clearstream to the Trustee 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 301), 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 Euroclear or Clearstream,
as the case may be, 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 301). 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 303 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 shall 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 shall 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 Euroclear and Clearstream and not paid as
herein provided shall be returned to the Trustee 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 1003.


          SECTION 305. Registration, Registration of Transfer and Exchange.

          The Company shall cause to be kept at the Corporate Trust Office of
the Trustee or in any office or agency of the Company in a Place of Payment a
register for each series of Securities (the registers maintained in such
Corporate Trust Office of the Trustee or in any other office or agency of the
Company in a Place of Payment being herein sometimes collectively referred to as
the "Security Register") in which, subject to such reasonable regulations as it
may


                                       29
<PAGE>

prescribe, the Company shall provide for the registration of Registered
Securities and of transfers of Registered Securities. The Security 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 Security
Register shall be open to inspection by the Trustee. The Trustee is hereby
initially appointed as security registrar (the "Security Registrar") for the
purpose of registering Registered Securities and transfers of Registered
Securities as herein provided. The Company shall have the right to remove and
replace from time to time the Security Registrar for any series of Securities;
provided that, no such removal or replacement shall be effective until a
successor 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 Trustee shall not be or shall
cease to be the Security Registrar with respect to a series of Securities, it
shall have the right to examine the Security Register for such series at all
reasonable times. There shall be only one Security Register for each series of
Securities.

          Upon surrender for registration of transfer of any Registered Security
of any series at any office or agency of the Company in a Place of Payment for
that series, the Company shall execute, and the 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.

          At the option of the Holder, Registered Securities of any series may
be exchanged for other replacement Registered Securities of the same series, of
any authorized denomination and of a like aggregate principal amount and tenor,
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 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 301, Bearer Securities may not be issued in exchange for
replacement Registered Securities.

          If (but only if) expressly permitted in or pursuant to the applicable
Board Resolution and (subject to Section 303) set forth in the applicable
Officers' Certificate, or in any indenture supplemental hereto, delivered as
contemplated by Section 301, 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 any such office or agency,
with all unmatured coupons and all matured coupons in default appertaining
thereto. 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 Trustee if there is furnished to
them such security or indemnity as they may require to save each of them and any
Paying Agent harmless. If thereafter the Holder of such Security shall surrender
to any Paying Agent any such missing coupon in respect of which such a payment
shall have been made, such Holder shall be entitled to receive the amount of
such payment; provided, however, that, except as otherwise provided in Section
1002, 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.


                                       30
<PAGE>

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, shall 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 shall be payable only to the Holder of such coupon when due in accordance
with the provisions of this Indenture.

          Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee 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 301, 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 specified as contemplated by Section 301 and provided that
any applicable notice provided in the permanent global Security shall have been
given, 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 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 Trustee, as the
Company's agent for such purpose, to be exchanged, in whole or from time to time
in part, for definitive Securities without charge, and the Trustee 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 301, shall be in the form of Bearer
Securities or Registered Securities, or any combination thereof, as shall be
specified by the beneficial owner thereof; provided, however, that 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


                                       31
<PAGE>

date for payment of Defaulted Interest, interest or Defaulted Interest, as the
case may be, shall 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
shall 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.

          If at any time the Depositary for Securities of a series notifies the
Company that it is unwilling, unable or no longer qualifies to continue as
Depositary for Securities of such series or if at any time the Depositary for
Securities for such series shall no longer be registered or in good standing
under the Exchange Act, if required to be so registered, or other applicable
statute or regulation, the Company shall appoint a successor depositary with
respect to 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 301 shall no longer be effective with respect to the
Securities for such series and the Company shall execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of definitive
Securities of such series, shall authenticate and deliver Securities of such
series in definitive registered form, in authorized denominations, and in an
aggregate principal amount equal to the principal 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 shall execute, and the Trustee, upon receipt of a Company
Order for the authentication and delivery of definitive Securities of such
series, shall 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.

          Upon the exchange of a global Security for Securities in definitive
registered form, such global Security shall be cancelled by the 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 Trustee in writing. The
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 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) be duly endorsed, or be accompanied by a written instrument of
transfer, in form satisfactory to the Company and the


                                       32
<PAGE>

Security Registrar, duly executed by the Holder thereof or his attorney duly
authorized in writing.

          No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906, 1107 or 1305 not involving any transfer.

          The Company shall not be required (i) to issue, register the transfer
of or exchange Securities of any series during a period beginning at the opening
of business 15 days before the day of the selection for redemption of Securities
of that series under Section 1103 or 1203 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, if Securities of the series are also
issuable as Registered Securities and there is no publication, the mailing of
the relevant notice of redemption, or (ii) to register the transfer of or
exchange any Registered Security so selected for redemption in whole or in part,
except the unredeemed portion of any Security being redeemed in part, or (iii)
to exchange any Bearer Security so selected for redemption except that such a
Bearer Security may be exchanged for a Registered Security of that series and
like tenor; provided that such Registered Security shall be simultaneously
surrendered for redemption, or (iv) to issue, register the transfer of or
exchange any Security 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.


          SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.

          If any mutilated Security or a Security with a mutilated coupon
appertaining to it is surrendered to the Trustee or the Company, together with,
in proper cases, such security or indemnity as may be required by the Company or
the Trustee to save each of them or any agent of either of them harmless, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a replacement 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.

          If there shall be delivered to the Company and to the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
or coupon and (ii) such security 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 Trustee that such Security or coupon has been
acquired by a protected purchaser (as defined in Article 8 of the Uniform
Commercial Code), the Company shall execute and upon Company Order the 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 replacement 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.


                                       33
<PAGE>

          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 1002, be payable only at an office or agency
located outside the United States and, unless otherwise specified as
contemplated by Section 301, any interest on Bearer Securities shall be payable
only upon presentation and surrender of the related coupons.

          Upon the issuance of any replacement 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 Trustee) connected therewith.

          Every replacement 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 shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series and their coupons, if any, duly
issued hereunder.

          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 307. Payment of Principal and Interest; Interest Rights
Preserved; Optional Interest Reset.

          (a) Unless otherwise provided as contemplated by Section 301 with
respect to any series of Securities, interest, if any, on any Registered
Security which is payable, and is punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name such Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest at the office or agency of the
Company maintained for such purpose pursuant to Section 1002; provided, however,
that each installment of the 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 309, to the address of such Person
as it appears on the Security Register or (ii) wire transfer to an account of
the person entitled to receive such payment if such person is a Holder of
$10,000,000 or more in aggregate principal amount of the Securities of such
series (with wire transfer instructions provided to the Trustee not less than 15
days prior to payment of interest by wire transfer); provided further, that
principal paid in relation to any Security redeemed at the option of the Company
pursuant to


                                       34
<PAGE>

Article Eleven, or paid at Maturity, shall be paid to the holder of such
Security only upon presentation and surrender of such Security to such office or
agency referred to in this Section 307(a).

          Unless otherwise provided as contemplated by Section 301 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, upon presentation and surrender of the
related coupons.

          Unless otherwise provided as contemplated by Section 301, every
permanent global Security shall provide that interest, if any, payable on any
Interest Payment Date shall be paid to each of Euroclear and Clearstream with
respect to that portion of such permanent global Security held for its account
by the Common Depositary, for the purpose of permitting each of Euroclear and
Clearstream to credit the interest, if any, received by it in respect of such
permanent global Security to the accounts of the beneficial owners thereof.

          In case a Bearer Security of any series is surrendered in exchange for
a Registered Security of such series after the close of business (at an office
or agency in a Place of Payment for such series) on any Regular Record Date and
before the opening of business (at such office or agency) on the next succeeding
Interest Payment Date, such Bearer Security shall be surrendered without the
coupon relating to such Interest Payment Date and interest shall not be payable
on such Interest Payment Date in respect of the Registered Security issued in
exchange for such Bearer Security, but shall be payable only to the Holder of
such coupon when due in accordance with the provisions of this Indenture.

          Unless otherwise provided as contemplated by Section 301, 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") may be paid by the
Company, at its election in each case, as provided in clause (1) or (2) below:

          (1) The Company may elect to make payment of any Defaulted Interest to
     the Persons in whose names the Registered Securities of such series (or
     their respective Predecessor Securities) are registered at the close of
     business on a Special Record Date for the payment of such Defaulted
     Interest, which shall be fixed in the following manner. The Company shall
     notify the Trustee in writing of the amount of Defaulted Interest proposed
     to be paid on each Registered Security of such series and the date of the
     proposed payment, and at the same time the Company shall deposit with the
     Trustee an amount of money in the Currency in which the Securities of such
     series are payable (except as otherwise specified pursuant to Section 301
     for the Securities of such series and except, if applicable, as provided in
     Sections 312(b), 312(d) and 312(e)) equal to the aggregate amount proposed
     to be paid in respect of such Defaulted Interest or shall make arrangements
     satisfactory to the Trustee for such deposit on or prior to the date of the
     proposed payment, such money when deposited to be held in trust for the
     benefit of the


                                       35
<PAGE>

     Persons entitled to such Defaulted Interest as in this clause provided.
     Thereupon the Trustee shall fix a Special Record Date for the payment of
     such Defaulted Interest which shall be not more than 15 days and not less
     than 10 days prior to the date of the proposed payment and not less than 10
     days after the receipt by the Trustee of the notice of the proposed
     payment. The Trustee shall promptly notify the Company of such Special
     Record Date and, in the name and at the expense of the Company, shall cause
     notice of the proposed payment of such Defaulted Interest and the Special
     Record Date therefor to be given in the manner provided in Section 106, 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 therefore
     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). In case a Bearer Security of any series is
     surrendered at the office or agency in a Place of Payment for such series
     in exchange for a Registered Security of such series after the close of
     business at such office or agency on 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 proposed date of payment
     and Defaulted Interest shall not be payable on such proposed date of
     payment in respect of the Registered Security issued in exchange for such
     Bearer Security, but shall be payable only to the Holder of such coupon
     when due in accordance with the provisions of this Indenture.

          (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 Trustee of the
     proposed payment pursuant to this clause, such manner of payment shall be
     deemed practicable by the Trustee.

          (b) The provisions of this Section 307(b) may be made applicable to
any series of Securities pursuant to Section 301 (with such modifications,
additions or substitutions as may be specified pursuant to such Section 301).
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 Trustee 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 Trustee shall transmit, in the
manner provided for in Section 106, 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.


                                       36
<PAGE>

          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
a spread or spread multiplier used to calculate such interest rate, 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 Trustee to transmit, in the manner provided for
in Section 106, 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,
shall bear such higher interest rate (or such higher spread or spread
multiplier, if applicable).

          The Holder of any such Security shall 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 Thirteen
for repayment at the option of Holders except that the period for delivery or
notification to the Trustee 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 Trustee, 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 305,
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 308. Optional Extension of Stated Maturity.

          The provisions of this Section 308 may be made applicable to any
series of Securities pursuant to Section 301 (with such modifications, additions
or substitutions as may be specified pursuant to such Section 301). The Stated
Maturity of any Security of such series may be extended at the option of the
Company for the period or periods specified on the face of such Security (each
an "Extension Period") up to but not beyond the date (the "Final Maturity") set
forth on the face of such Security. The Company may exercise such option with
respect to any Security by notifying the Trustee of such exercise at least 50
but not more than 60 days prior to the Stated Maturity of such Security in
effect prior to the exercise of such option (the "Original Stated Maturity"). If
the Company exercises such option, the Trustee shall transmit, in the manner
provided for in Section 106, to the Holder of such Security not later than 40
days prior to the Original Stated Maturity a notice (the "Extension Notice")
indicating (i) the election of the Company to extend the Stated Maturity, (ii)
the new Stated Maturity, (iii) the interest rate, if any, applicable to the
Extension Period and (iv) the provisions, if any, for redemption during such
Extension Period. Upon the Trustee's transmittal of the Extension Notice, the
Stated Maturity of such Security shall be extended automatically and, except as
modified by the Extension Notice


                                       37
<PAGE>

and as described in the next paragraph, such Security shall have the same terms
as prior to the transmittal of such Extension Notice.

          Notwithstanding the foregoing, not later than 20 days before the
Original Stated Maturity of such Security, the Company may, at its option,
revoke the interest rate provided for in the Extension Notice and establish a
higher interest rate for the Extension Period by causing the Trustee to
transmit, in the manner provided for in Section 106, notice of such higher
interest rate to the Holder of such Security. Such notice shall be irrevocable.
All Securities with respect to which the Stated Maturity is extended shall bear
such higher interest rate.

          If the Company extends the Maturity of any Security, the Holder shall
have the option to elect repayment of such Security by the Company on the
Original Stated Maturity at a price equal to the principal amount thereof, plus
interest accrued to such date. In order to obtain repayment on the Original
Stated Maturity once the Company has extended the Maturity thereof, the Holder
must follow the procedures set forth in Article Thirteen for repayment at the
option of Holders, except that the period for delivery or notification to the
Trustee shall be at least 25 but not more than 35 days prior to the Original
Stated Maturity and except that, if the Holder has tendered any Security for
repayment pursuant to an Extension Notice, the Holder may by written notice to
the Trustee revoke such tender for repayment until the close of business on the
tenth day before the Original Stated Maturity.


          SECTION 309. Persons Deemed Owners.

          Prior to due presentment of a Registered Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Registered Security is registered as the
owner of such Registered Security for the purpose of receiving payment of
principal of (and premium, if any) and (subject to Sections 305 and 307)
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 Trustee or any agent of the Company or the
Trustee shall be affected by notice to the contrary.

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

          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 Trustee, any Paying Agent or the
Security Registrar shall 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.


                                       38
<PAGE>

          Notwithstanding the foregoing, with respect to any global Security,
nothing herein shall prevent the Company, the Trustee, or any agent of the
Company or the Trustee, 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 310. 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 the Trustee, be delivered to the Trustee.
All Securities and coupons so delivered to the Trustee shall be promptly
cancelled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and may deliver to
the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and all Securities so delivered shall be promptly
cancelled by the Trustee. 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 the Trustee for cancellation. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted by this Indenture. All cancelled
Securities held by the Trustee shall be disposed of by the 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 311. Computation of Interest.

          Except as otherwise specified as contemplated by Section 301 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.


          SECTION 312. Currency and Manner of Payments in Respect of Securities.

          (a) Unless otherwise provided as contemplated by Section 301, 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 shall be made in the Currency in which such
Registered Security


                                       39
<PAGE>

or Bearer Security, as the case may be, is payable. The provisions of this
Section 312 may be modified or superseded with respect to any Securities
pursuant to Section 301.

          (b) It may be provided pursuant to Section 301 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
Trustee a written election with signature guarantees and in the applicable form
established pursuant to Section 301, not later than the close of business on the
Election Date immediately preceding the applicable payment date. If a Holder so
elects to receive such payments in any such Currency, such election shall 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 Trustee (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 Article Four or Fourteen 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 Trustee not later than the close of business on the applicable
Election Date shall be paid the amount due on the applicable payment date in the
relevant Currency as provided in Section 312(a). The Trustee 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 301, if the
election referred to in paragraph (b) above has been provided for pursuant to
Section 301, then, unless otherwise specified pursuant to Section 301, 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 shall 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 301 and if at
least one Holder has made such election, then, unless otherwise specified
pursuant to Section 301, on the second Business Day preceding such payment date
the Company shall deliver to the Trustee 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 301, 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 third
Business Day (the "Valuation Date") immediately preceding each payment date, and
such determination shall be conclusive and binding for all purposes, absent
manifest error.


                                       40
<PAGE>

          (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 301, the
Dollar amount to be paid by the Company to the Trustee and by the Trustee 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 301, 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.

          (h) For purposes of this Section 312, 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


                                       41
<PAGE>

     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 (13) of Section 301 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 Trustee 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 Trustee 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
shall immediately give written notice thereof to the Trustee and to the Exchange
Rate Agent (and the Trustee shall promptly thereafter give notice in the manner
provided for in Section 106 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 shall immediately give written notice
thereof to the Trustee and to the Exchange Rate Agent (and the Trustee shall
promptly thereafter give notice in the manner provided for in Section 106 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
shall similarly give written notice to the Trustee and the Exchange Rate Agent.

          The Trustee 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


                                       42
<PAGE>

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 313. Appointment and Resignation of Successor Exchange Rate
Agent.

          (a) Unless otherwise specified pursuant to Section 301, if and so long
as the Securities of any series (i) are denominated in a Foreign Currency or
(ii) may be payable in a Foreign Currency, or so long as it is required under
any other provision of this Indenture, then the Company shall maintain with
respect to each such series of Securities, or as so required, at least one
Exchange Rate Agent. The Company shall cause the Exchange Rate Agent to make the
necessary foreign exchange determinations at the time and in the manner
specified pursuant to Section 301 for the purpose of determining the applicable
rate of exchange and, if applicable, for the purpose of converting the issued
Foreign Currency into the applicable payment Currency for the payment of
principal (and premium, if any) and interest, if any, pursuant to Section 312.

          (b) 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 Trustee.

          (c) The Company shall have the right to remove and replace from time
to time the Exchange Rate Agent for any series of Securities. 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 301, 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).


          SECTION 314. CUSIP Numbers.

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


                                       43
<PAGE>

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE


          SECTION 401. Satisfaction and Discharge of Indenture.

          Unless otherwise provided as contemplated by Section 301 with respect
to any series of Securities, 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 1005) and the Trustee, 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 related coupons, if any (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
          305, (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 306, (iii) coupons appertaining to Securities
          called for redemption and maturing after the relevant Redemption Date,
          whose surrender has been waived as provided in Section 1106, and (iv)
          Securities and coupons of such series for whose payment money has
          theretofore been deposited in trust with the Trustee or any Paying
          Agent or segregated and held in trust by the Company and thereafter
          repaid to the Company or discharged from such trust, as provided in
          Section 1003), have been delivered to the Trustee for cancellation; or

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

                    (i) have become due and payable, or

                    (ii) shall 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 Trustee for the giving of notice of
               redemption by the Trustee 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 the 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 and such coupons
          not theretofore delivered to the Trustee for cancellation, for
          principal


                                       44
<PAGE>

          (and premium, if any) and interest, 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

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

          Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 606, the obligations of
the Trustee to any Authenticating Agent under Section 611 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive such satisfaction and discharge.


          SECTION 402. Application of Trust Money.

          Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 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
Trustee 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 Trustee; but such money need not be segregated from other
funds except to the extent required by law.


                                  ARTICLE FIVE

                                    REMEDIES


          SECTION 501. 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, whether or not it shall be occasioned by the provisions of
Article Sixteen, 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 301 of this Indenture:

          (1) default in the payment of any interest on any Security of that
     series, or any related coupon, when such interest or coupon becomes due and
     payable, and continuance of such default for a period specified in the
     applicable supplemental indenture, Board


                                       45
<PAGE>

     Resolution or Officers' Certificate establishing the terms of such series
     pursuant to Section 301 of this Indenture; or

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

          (3) default in the deposit of any sinking fund payment, when and as
     due by the terms of the Securities of that series and Article Twelve; 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 (other than a default in the performance,
     or breach, of a covenant or agreement which is specifically dealt with
     elsewhere in this Section or which has expressly been included in this
     Indenture solely for the benefit of one or more series of Securities other
     than that series), and continuance of such default or breach for a period
     specified in the applicable supplemental indenture, Board Resolution or
     Officers' Certificate establishing the terms of such series pursuant to
     Section 301 of this Indenture after there has been given, by registered or
     certified mail, to the Company by the Trustee or to the Company and the
     Trustee 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 a 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
     applicable 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

          (6) the institution by the Company of proceedings to be adjudicated a
     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 applicable 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

          (7) (A) there shall have occurred a default by the Company in the
     payment of the principal of (or premium, if any) Debt in an amount to be
     specified in the applicable


                                       46
<PAGE>

     supplemental indenture, Board Resolution or Officers' Certificate
     establishing the terms of such series pursuant to Section 301 of this
     Indenture or more outstanding under or evidenced by any single indenture or
     instrument, when the same becomes due and payable at the stated maturity
     thereof, and such default shall have continued after any applicable grace
     period and shall not have been cured or waived or (B) Debt of the Company
     in an amount to be specified in the applicable supplemental indenture,
     Board Resolution or Officers' Certificate establishing the terms of such
     series pursuant to Section 301 of this Indenture or more outstanding under
     or evidenced by any single indenture or instrument shall have been
     accelerated or otherwise declared due and payable, or required to be
     prepaid or repurchased (other than by regularly scheduled required
     prepayment), prior to the stated maturity thereof; or

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


          SECTION 502. Acceleration of Maturity; Rescission and Annulment.

          If an Event of Default described in clause (1), (2), (3), (4), (7) or
(8) of Section 501 with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the 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 to be due and payable immediately, by a
notice in writing to the Company (and to the Trustee 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 described in
clause (5) or (6) of Section 501 occurs, the principal amount (or if any
Securities are Original Issue Discount Securities or Indexed Securities, such
portion of the principal amount as may be specified in the terms thereof) of all
Outstanding Securities shall be due and payable immediately, without any
declaration or other act on the part of the Trustee or the Holders.

          At any time after 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 the 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
Trustee, may rescind and annul such declaration and its consequences if

          (1) the Company has paid or deposited with the 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 301 for the
     Securities of such series and except, if applicable, as provided in
     Sections 312(b), 312(d) and 312(e)),

               (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,


                                       47
<PAGE>

               (B) all unpaid principal of (and premium, if any) 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 at the rate or rates prescribed
          therefor in such Securities,

               (C) to the extent that payment of such interest is lawful,
          interest on overdue interest, if any, at the rate or rates prescribed
          therefor in such Securities, and

               (D) all sums paid or advanced by the Trustee hereunder and the
          reasonable compensation, expenses, disbursements and advances of the
          Trustee, its 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 513.

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

          Notwithstanding the preceding paragraph, in the event of a declaration
of acceleration in respect of the Securities because of an Event of Default
specified in Section 501(7) shall have occurred and be continuing, such
declaration of acceleration shall be automatically annulled if the Debt that is
the subject of such Event of Default has been discharged or the holders thereof
have rescinded their declaration of acceleration in respect of such Debt, and
written notice of such discharge or rescission, as the case may be, shall have
been given to the Trustee by the Company and countersigned by the holders of
such Debt or a trustee, fiduciary or agent for such holders, within 30 days
after such declaration of acceleration in respect of the Securities, and no
other Event of Default has occurred during such 30 day period which has not been
cured or waived during such period.


          SECTION 503. Collection of Debt and Suits for Enforcement by Trustee.

          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 shall, upon demand of the Trustee, pay to the 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, to the extent that payment of such interest shall be legally
enforceable, on any overdue interest, at the rate or rates prescribed therefor
in such


                                       48
<PAGE>

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 Trustee, its agents
and counsel.

          If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, 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.

          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, the 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 the 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 504. Trustee May File Proofs of Claim.

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

          (1) to file a proof of 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
     the Trustee (including any claim for the reasonable compensation, expenses,
     disbursements and advances of the Trustee, its agents and counsel) and of
     the Holders allowed in such judicial proceeding, and

          (2) 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 the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation,


                                       49
<PAGE>

expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 606.

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


          SECTION 505. Trustee 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 Trustee 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 the 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 the 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 506. Application of Money Collected.

          Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of 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 Trustee under Section
     606;

          Second: Subject to Section 1602, 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 Company or any other Person or
     Persons entitled thereto.


          SECTION 507. 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 the Securities of any series, 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 Trustee of
     a continuing Event of Default with respect to the Securities of that
     series;


                                       50
<PAGE>

          (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), (7) or (8) of Section 501, or, in
     the case of any Event of Default described in clause (5) or (6) of Section
     501, the Holders of not less than 25% in principal amount of all
     Outstanding Securities, shall have made written request to the Trustee to
     institute proceedings in respect of such Event of Default in its own name
     as Trustee hereunder;

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

          (4) the Trustee for 60 days after its receipt of such notice, request
     and offer of indemnity has failed to institute any such proceeding; and

          (5) no direction inconsistent with such written request has been given
     to the Trustee 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),
     (7) or (8) of Section 501, or, in the case of any Event of Default
     described in clause (5) or (6) of Section 501, 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), (7) or (8) of Section 501, or of Holders
of all Securities in the case of any Event of Default described in clause (5) or
(6) of Section 501, 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), (7) or (8) of Section 501, or of
Holders of all Securities in the case of any Event of Default described in
clause (5) or (6) of Section 501.


          SECTION 508. 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 307) 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 to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder.


          SECTION 509. Restoration of Rights and Remedies.

          If the 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
the Trustee or to such Holder, then and in every such


                                       51
<PAGE>

case, subject to any determination in such proceeding, the Company, the Trustee
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 Trustee and the Holders shall continue as though no such
proceeding had been instituted.


          SECTION 510. 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 306, no right or remedy herein conferred upon or
reserved to the Trustee 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 511. Delay or Omission Not Waiver.

          No delay or omission of the Trustee 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 Trustee or to the Holders may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by the Holders,
as the case may be.


          SECTION 512. 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 Trustee, or exercising any trust or
power conferred on the Trustee, relating to or arising under clause (1), (2),
(3), (4), (7) or (8) of Section 501, 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 Trustee, or exercising
any trust or power conferred on the Trustee, not relating to or arising under
clause (1), (2), (3), (4), (7) or (8) of Section 501, provided that in each
case:

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

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

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


          SECTION 513. Waiver of Past Defaults.

          Subject to Section 502, 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


                                       52
<PAGE>

such series waive any past default described in clause (1), (2), (3), (4), (7)
or (8) of Section 501 (or, in the case of a default described in clause (5) or
(6) of Section 501, 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

          (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
     Nine 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 514. Waiver of Stay or Extension Laws.

          The Company covenants (to the extent that it may lawfully do so) that
it shall 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 shall not hinder, delay or impede the execution of any
power herein granted to the Trustee, but shall suffer and permit the execution
of every such power as though no such law had been enacted.


          SECTION 515. Undertaking for Costs.

          In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, 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 the Trust
Indenture Act; provided, that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company.


                                   ARTICLE SIX

                                   THE TRUSTEE


          SECTION 601. Notice of Defaults.

          Within 90 days after the occurrence of any Default hereunder with
respect to the Securities of any series, the Trustee shall transmit in the
manner and to the extent provided in TIA Section 313(c), notice of such Default
hereunder known to the Trustee, unless such Default shall have been cured or
waived; provided, however, that, except in the case of a Default in the


                                       53
<PAGE>

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 Trustee 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 the
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 provided further that in the case of any Default of the character specified
in Section 501(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.


          SECTION 602. Certain Rights of Trustee.

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

          (1) the Trustee 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, coupon, other evidence of indebtedness or other
     paper or document believed by it 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 (other than
     delivery of any Security, together with any related coupons, to the Trustee
     for authentication and delivery pursuant to Section 303 which shall be
     sufficiently evidenced as provided therein) 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 Trustee shall
     deem it desirable that a matter be proved or established prior to taking,
     suffering or omitting any action hereunder, the Trustee (unless other
     evidence be herein specifically prescribed) may, in the absence of bad
     faith on its part, rely upon a Board Resolution, an Opinion of Counsel or
     an Officers' Certificate;

          (4) the Trustee may consult with counsel and the 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 it
     hereunder in good faith and in reliance thereon;

          (5) the Trustee 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
     Trustee reasonable security or indemnity satisfactory to the Trustee
     against the costs, expenses and liabilities which might be incurred by it
     in compliance with such request or direction;

          (6) the Trustee shall not be bound to make any investigation into the
     facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, other evidence of indebtedness or other paper or
     document, but the Trustee, in its discretion, may make such further


                                       54
<PAGE>

     inquiry or investigation into such facts or matters as it may see fit, and,
     if the Trustee shall determine to make such further inquiry or
     investigation, it shall be entitled to examine the books, records and
     premises of the Company, personally or by agent or attorney;

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

          (8) the Trustee shall not be liable for any action taken, suffered or
     omitted by it in good faith and believed by it to be authorized or within
     the discretion or rights or powers conferred upon it by this Indenture; and

          (9) the Trustee shall not be charged with knowledge of any Default or
     Event of Default with respect to the Securities of any series unless either
     (1) such Default or Event of Default is known, or ought reasonably to have
     been known, by a Responsible Officer of the Trustee or (2) written notice
     of such Default or Event of Default shall have been given to the Trustee by
     the Company or any other obligor on the Securities of any series or by any
     Holder of the Securities of any series.

          The Trustee shall not be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.


          SECTION 603. Trustee Not Responsible for Recitals or Issuance of
Securities.

          The recitals contained herein and in the Securities, except for the
Trustee's certificates of authentication, and in any coupons shall be taken as
the statements of the Company, and neither the Trustee nor any Authenticating
Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder and that the statements made by it 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 the Trustee
nor any Authenticating Agent shall be accountable for the use or application by
the Company of Securities or the proceeds thereof.


          SECTION 604. May Hold Securities.

          The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company or of the Trustee, in its individual
or any other capacity, may become the owner or pledgee of Securities and coupons
and, subject to Sections 310(b) and 311 of the Trust Indenture Act, may
otherwise deal with the Company with the same rights it would have if it were
not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such
other agent. A Trustee that has resigned or was removed shall remain subject to
Section 311(a) of the Trust Indenture Act.


                                       55
<PAGE>

          SECTION 605. Money Held in Trust.

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


          SECTION 606. Compensation and Reimbursement.

          The Company agrees:

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

          (2) except as otherwise expressly provided herein, to reimburse the
     Trustee upon its request for all reasonable expenses, disbursements and
     advances incurred or made by the Trustee in accordance with any provision
     of this Indenture (including the reasonable compensation and the expenses,
     advances and disbursements of its agents and counsel), except any such
     expense, disbursement or advance as may be attributable to its negligence
     or bad faith; and

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

          The obligations of the Company under this Section to compensate the
Trustee, to pay or reimburse the Trustee for expenses, disbursements and
advances and to indemnify and hold harmless the Trustee shall constitute
additional indebtedness hereunder and shall survive the satisfaction and
discharge of this Indenture. As security for the performance of such obligations
of the Company, the Trustee shall have a claim prior to the Securities upon all
property and funds held or collected by the Trustee 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 Trustee incurs expenses or renders services in connection
with an Event of Default specified in clause (5) or (6) of Section 501, 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 and the resignation or removal of the Trustee.


          SECTION 607. Corporate Trustee Required; Eligibility; Conflicting
Interests.

          (a) There shall be at all times a Trustee hereunder which shall be
eligible to act as Trustee under TIA Section 310(a)(1) and shall have a combined
capital and surplus (together with that of its parent, if applicable) of at


                                       56
<PAGE>

least $50,000,000. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of federal, state, territorial
or District of Columbia 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 the 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.

          (b) The following indenture shall be deemed to be specifically
described herein for the purposes of clause (i) of the first proviso contained
in TIA Section 310(b): Senior Debt Securities Indenture dated as of , between
the Company and the trustee named therein.


          SECTION 608. Resignation and Removal; Appointment of Successor.

          (a) No resignation or removal of the 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 609.

          (b) The 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 609 shall
not have been delivered to the 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.

          (c) The Trustee may be removed at any time 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 the
Trustee and to the Company. If the instrument of acceptance by a successor
Trustee required by Section 609 shall not have been delivered to the Trustee
within 30 days after the delivery of an Act of removal, the Trustee being
removed may petition any court of competent jurisdiction for the appointment of
a successor Trustee with respect to the Securities of such series.

          (d) If at any time:

          (1) the 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

          (2) the Trustee shall cease to be eligible under Section 607(a) 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


                                       57
<PAGE>

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

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

          (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee 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 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 and that at any time there shall be only one Trustee
with respect to the Securities of any particular series). 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.

          (f) The Company shall give notice of each resignation and each removal
of the 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 106.
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.


          SECTION 609. Acceptance of Appointment by Successor.

          (a) 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


                                       58
<PAGE>

retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder.

          (b) 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 provisos to the respective definitions of those terms
in Section 101 which contemplate such situation.

          (c) Upon 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.

          (d) 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 610. Merger, Conversion, Consolidation or Succession to
Business.

          Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this


                                       59
<PAGE>

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 or coupons shall have
been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Securities or coupons so
authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities or coupons. In case any of the Securities or
coupons shall not have been authenticated by such predecessor Trustee, any
successor Trustee may authenticate such Securities or coupons 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 the Trustee;
provided, however, that the right to adopt the certificate of authentication of
any predecessor Trustee or to authenticate Securities or coupons in the name of
any predecessor Trustee shall apply only to its successor or successors by
merger, conversion or consolidation.


          SECTION 611. Appointment of Authenticating Agent.

          At any time when any of the Securities remain Outstanding, the Trustee
may appoint an Authenticating Agent or Authenticating Agents with respect to one
or more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series and the Trustee shall give
written notice of such appointment to all Holders of Securities of the series
with respect to which such Authenticating Agent shall serve, in the manner
provided for in Section 106. 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 Trustee hereunder. Any such appointment
shall be evidenced by an instrument in writing signed by a Responsible Officer
of the Trustee, 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 Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee 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, any state thereof or the District of Columbia, 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 federal
or state 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.

          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


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<PAGE>

under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

          An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee 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 Trustee 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 shall serve, in the manner provided for in
Section 106. 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 Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section.

          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 the Trustee's certificate of authentication, an alternate
certificate of authentication substantially in the following form:

          Dated: ____________________

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


                                       ______________________,
                                       as Trustee


                                       By ______________________________________
                                          as Authenticating Agent


                                       By ______________________________________
                                          Authorized Officer


                                 ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY


          SECTION 701. 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 Trustee that none of the Company or the
Trustee or any agent of


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<PAGE>

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, regardless of the source from which such information was derived,
and that the Trustee shall not be held accountable by reason of mailing any
material pursuant to a request made under TIA Section 312(b).


          SECTION 702. Reports by Trustee.

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

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

          (c) A copy of such report shall, at the time of such transmission to
     the Holders, be filed by the Trustee with the Company (Attention: General
     Counsel), 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 Trustee when the Securities become listed on any stock
     exchange.


          SECTION 703. Reports by Company.

          The Company shall:

          (1) file with the Trustee, within 15 days after the Company is
     required to file the same with the Commission, copies of the annual reports
     and of the information, documents and other reports (or copies of such
     portions of any of the foregoing as the Commission may from time to time by
     rules and regulations prescribe) which the Company may be required to file
     with the Commission pursuant to Section 13 or Section 15(d) of the Exchange
     Act; or, if the Company is not required to file information, documents or
     reports pursuant to either of such Sections, then it shall file with the
     Trustee and the Commission, in accordance with rules and regulations
     prescribed from time to time by the Commission, such of the supplementary
     and periodic information, documents and reports which may be required
     pursuant to Section 13 of the Exchange Act in respect of a security listed
     and registered on a national securities exchange as may be prescribed from
     time to time in such rules and regulations;

          (2) file with the Trustee and the Commission, in accordance with rules
     and regulations prescribed from time to time by the Commission, such
     additional information, documents and reports with respect to compliance by
     the Company with the conditions and covenants of this Indenture as may be
     required from time to time by such rules and regulations; and

          (3) transmit to all Holders, in the manner and to the extent provided
     in TIA Section 313(c), within 30 days after the filing thereof with the
     Trustee, such summaries



                                       62
<PAGE>

     of any information, documents and reports required to be filed by the
     Company pursuant to clauses (1) and (2) of this Section as may be required
     by rules and regulations prescribed from time to time by the Commission.

          Delivery of such reports, information and documents to the Trustee are
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).


                                 ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


          SECTION 801. Company May Consolidate, etc., Only on Certain Terms.

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

          (1) the entity formed by or continuing from such consolidation,
     amalgamation or arrangement or into which the Company is merged or the
     Person which acquires by conveyance or transfer, or which leases, all or
     substantially all of the properties and assets of the Company substantially
     as an entirety shall:

               (A) be a corporation, partnership or trust organized and validly
          existing under the laws of:

                    (i) Canada or any province or territory thereof;

                    (ii) the United States of America, any state thereof or the
               District of Columbia; or

                    (iii) if such consolidation, amalgamation, arrangement,
               merger or other transaction would not impair the rights of the
               Holders of the Securities, in any other country, provided that if
               such successor entity is organized under the laws of a
               jurisdiction other than Canada or any province or territory
               thereof, or the United States, any state thereof or the District
               of Columbia, the successor entity assumes by a supplemental
               indenture the obligations of the Company under the Securities and
               this Indenture to pay Additional Amounts; and

               (B) expressly assume, by an indenture supplemental hereto,
          executed and delivered to the Trustee, in form satisfactory to the
          Trustee, or assume by operation of law, 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;


                                       63
<PAGE>

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

          (3) the Company and the successor Person shall have delivered to the
     Trustee an Officers' Certificate and an Opinion of Counsel, each stating
     that such consolidation, amalgamation, arrangement, 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 shall only apply to a merger, amalgamation, arrangement
or consolidation in which the Company is not the surviving corporation and to
conveyances, leases and transfers by the Company as transferor or lessor.


          SECTION 802. Successor Person Substituted.

          Upon any consolidation, amalgamation or arrangement by the Company
with or merger by the Company into any other corporation or any conveyance,
transfer or lease all or substantially all of the properties and assets of the
Company substantially as an entirety to any Person in accordance with Section
801, the successor Person formed by such consolidation, amalgamation or
arrangement or into which the Company is merged 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 801), 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.


                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES


          SECTION 901. 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 Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

          (1) to evidence the succession of another 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


                                       64
<PAGE>

     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); provided, however, that in respect of any such
     additional Events of Default such supplemental indenture may provide for a
     particular period of grace after default (which period may be shorter or
     longer than that allowed in the case of other defaults) or may provide for
     an immediate enforcement upon such default or may limit the remedies
     available to the Trustee upon such default or may limit the right of the
     Holders of a majority in aggregate principal amount of that or those series
     of Securities to which such additional Events of Default apply to waive
     such default; 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 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 and any
     related coupons as permitted by Sections 201 and 301; 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 609(b); or

          (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 defective or
     inconsistent with any other provision herein, or to make any other
     provisions with respect to matters or questions arising under this
     Indenture; provided such action shall not, in the opinion of the Board of
     Directors, adversely affect the interests of the Holders of Securities of
     any series and any related coupons in any material respect; or


                                       65
<PAGE>

          (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 401, 1402 and
     1403; provided that any such action shall not, in the opinion of the Board
     of Directors, 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.


          SECTION 902. 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 of any series, by Act of said
Holders delivered to the Company and the Trustee, the Company, when authorized
by or pursuant to a Board Resolution, and the Trustee 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 principal of or 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 1005 (except as
     contemplated by Section 801(1) and permitted by Section 901(1)), or reduce
     the amount of the principal of an Original Issue Discount Security or
     Indexed Security of such series that would be due and payable upon a
     declaration of acceleration of the Maturity thereof pursuant to Section 502
     or the amount thereof provable in bankruptcy pursuant to Section 504, 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 the 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 301 herein; or

          (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 1504
     for quorum or voting with respect to Securities of such series; or

          (3) modify any of the provisions of this Section, Section 513 or
     Section 1007, 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; or


                                       66
<PAGE>

          (4) modify any of the provisions of this Indenture relating to the
     subordination of Securities in a manner adverse to the Holders.

          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.

          The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Persons entitled to consent to any indenture
supplemental hereto. If a record date is fixed, the Holders on such record date,
or their duly designated proxies, and only such Persons, shall be entitled to
consent to such supplemental indenture, whether or not such Holders remain
Holders after such record date; provided that unless such consent shall have
become effective by virtue of the requisite percentage having been obtained
prior to the date which is 90 days after such record date, any such consent
previously given shall automatically and without further action by any Holder be
cancelled and of no further effect.

          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 903. 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 Trustee shall be provided with, 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. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.


          SECTION 904. 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
and of any related coupon shall be bound thereby.


          SECTION 905. Conformity with Trust Indenture Act.

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


                                       67
<PAGE>

          SECTION 906. 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 Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.


          SECTION 907. Notice of Supplemental Indentures.

          Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of Section 902, the Company
shall give notice thereof to the Holders of each Outstanding Security affected,
in the manner provided for in Section 106, setting forth in general terms the
substance of such supplemental indenture.


          SECTION 908. Effect on Senior Indebtedness. No supplemental indenture
shall adversely affect the rights of any holder of Senior Indebtedness under
Article Sixteen without the consent of such holder.


                                   ARTICLE TEN

                                    COVENANTS


          SECTION 1001. 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 shall 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 related coupons and this Indenture. Unless otherwise specified as
contemplated by Section 301 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 1002. Maintenance of Office or Agency.

          If the Securities of a series are issuable only as Registered
Securities, the Company shall 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.

          If Securities of a series are issuable as Bearer Securities, the
Company shall maintain (A) in The City of New York, an office or agency where
any Registered Securities of


                                       68
<PAGE>

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 shall 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.

          The Company shall give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, 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, in London, England, and the Company hereby appoints
the same as its agents to receive such respective presentations, surrenders,
notices and demands.

          Unless otherwise specified with respect to any Securities pursuant to
Section 301, 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 principal, 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.

          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 shall give prompt written notice to
the


                                       69
<PAGE>

Trustee 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 301 with respect to a series of
Securities, the Company hereby designates as a Place of Payment for each series
of Securities the office or agency of the Company in the Borough of Manhattan,
The City of New York, and initially appoints the 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.

          Unless otherwise specified with respect to any Securities pursuant to
Section 301, if and so long as the Securities of any series (i) are denominated
in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long
as it is required under any other provision of the Indenture, then the Company
shall maintain with respect to each such series of Securities, or as so
required, at least one Exchange Rate Agent.


          SECTION 1003. 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 shall, 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 301 for the Securities of such series and except, if applicable, as
provided in Sections 312(b), 312(d) and 312(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 shall promptly notify the Trustee 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 shall, on or before each 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 the Trustee) the Company shall
promptly notify the Trustee of its action or failure so to act.

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

          (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 Trustee 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


                                       70
<PAGE>

          (3) at any time during the continuance of any such default, upon the
     written request of the Trustee, forthwith pay to the Trustee 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 Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
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 Trustee, 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 Trustee 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 related coupon, and remaining
unclaimed for two years (or such shorter period as may be specified in the
applicable abandoned property statutes) 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, as an unsecured
general creditor, look only to the Company for payment thereof, and all
liability of the Trustee 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 Trustee 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 shall be repaid to the Company.


          SECTION 1004. Statement as to Compliance.

          The Company shall deliver to the Trustee, within 120 days after the
end of each fiscal year, a brief certificate from the principal executive
officer(s), principal financial officer(s) or principal accounting officer(s) as
to his or her knowledge of the Company's compliance with all conditions and
covenants under this Indenture. For purposes of this Section 1004, such
compliance shall be determined without regard to any period of grace or
requirement of notice under this Indenture.


          SECTION 1005. Additional Amounts.

          If the Securities of a series provide for the payment of Additional
Amounts, the Company shall pay to the Holder of a Security of such series or any
related coupon Additional Amounts as may be specified as contemplated by Section
301. Whenever in this Indenture there is mentioned, in any context, the payment
of the principal of (or premium, if any) or interest, if any, on any Security of
any series or payment of any related coupon or the net proceeds received on the
sale or exchange of any Security of any series, such mention shall be deemed to
include mention of the payment of Additional Amounts provided by the terms of
such series established pursuant to Section 301 to the extent that, in such
context, Additional Amounts are, were or would be payable in respect thereof
pursuant to such terms and express mention of the payment


                                       71
<PAGE>

of Additional Amounts (if applicable) in any provisions hereof shall not be
construed as excluding Additional Amounts in those provisions hereof where such
express mention is not made.

          Except as otherwise specified as contemplated by Section 301, if the
Securities of a series provide for the payment of Additional Amounts, at least
10 days prior to the first Interest Payment Date with respect to that series of
Securities (or if the Securities of that series shall not bear interest prior to
Maturity, the first day on which a payment of principal and any premium is
made), and at least 10 days prior to each date of payment of principal, premium
or interest if there has been any change with respect to the matters set forth
in the below-mentioned Officers' Certificate, the Company shall furnish the
Trustee and the Company's principal Paying Agent or Paying Agents, if other than
the Trustee, with an Officers' Certificate instructing the Trustee and such
Paying Agent or Paying Agents whether such payment of principal, premium or
interest on the Securities of that series shall be made to Holders of Securities
of that series or any related coupons without withholding for or on account of
any tax, assessment or other governmental charge described in the Securities of
the series. If any such withholding shall be required, then such Officers'
Certificate shall specify by country the amount, if any, required to be withheld
on such payments to such Holders of Securities of that series or related coupons
and the Company shall pay to the Trustee or such Paying Agent the Additional
Amounts required by the terms of such Securities. In the event that the Trustee
or any Paying Agent, as the case may be, shall not so receive the
above-mentioned certificate, then the Trustee or such Paying Agent shall be
entitled (i) to assume that no such withholding or deduction is required with
respect to any payment of principal or interest with respect to any Securities
of a series or related coupons until it shall have received a certificate
advising otherwise and (ii) to make all payments of principal and interest with
respect to the Securities of a series or related coupons without withholding or
deductions until otherwise advised. The Company covenants to indemnify the
Trustee and any Paying Agent for, and to hold them harmless against, any loss,
liability or expense reasonably incurred without negligence or bad faith on
their part arising out of or in connection with actions taken or omitted by any
of them in reliance on any Officers' Certificate furnished pursuant to this
Section or in reliance on the Company's not furnishing such an Officers'
Certificate.


          SECTION 1006. Corporate Existence.

          Subject to Article Eight, 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.


          SECTION 1007. 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 1006 or, as specified pursuant to
Section 301(17) for Securities of such series, in any covenants of the Company
added to Article Ten pursuant to Section 301(15) or Section 301(17) in
connection with Securities of such series, if before the time for such
compliance the Holders


                                       72
<PAGE>

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 Trustee to Holders of Securities of such series in respect of any
such term, provision or condition shall remain in full force and effect.


          SECTION 1008. Calculation of Original Issue Discount.

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


                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES


          SECTION 1101. 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 301 for Securities of
any series) in accordance with this Article.


          SECTION 1102. Election to Redeem; Notice to Trustee.

          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 Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Securities of such series to be redeemed and shall
deliver to the Trustee such documentation and records as shall enable the
Trustee to select the Securities to be redeemed pursuant to Section 1103. In the
case of any redemption of Securities prior to the expiration of any restriction
on such redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction.


          SECTION 1103. Selection by Trustee 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 Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
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


                                       73
<PAGE>

amount of a Security not redeemed to less than the minimum authorized
denomination for Securities of such series established pursuant to Section 301.

          The Trustee shall promptly notify the Company and the Security
Registrar (if other than itself) 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 1104. Notice of Redemption.

          Except as otherwise specified as contemplated by Section 301, notice
of redemption shall be given in the manner provided for in Section 106 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 106 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.

          Any notice that is mailed to the Holders of Registered Securities in
the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the Holder receives the notice.

          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 1106, 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 shall 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
     1106 shall become due and payable upon each such Security, or the portion
     thereof, to be redeemed and, if applicable, that interest thereon shall
     cease to accrue on and after said date;


                                       74
<PAGE>

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

          (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 shall be deducted from the Redemption Price
     unless security or indemnity satisfactory to the Company, the Trustee 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 305 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
Trustee in the name and at the expense of the Company.


          SECTION 1105. Deposit of Redemption Price.

          On or prior to 10:00 a.m., New York City time, on any Redemption Date,
the Company shall deposit with the 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 1003) an amount of money in the Currency in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series and except, if applicable, as
provided in Sections 312(b), 312(d) and 312(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 1106. 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 301
for the Securities of such series and except, if applicable, as provided in
Sections 312(b), 312(d) and 312(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 related coupons, if any, 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


                                       75
<PAGE>

agency located outside the United States (except as otherwise provided in
Section 1002) and, unless otherwise specified as contemplated by Section 301,
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 307.

          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 Trustee 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 Trustee 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 1002) and, unless otherwise specified as contemplated by Section 301,
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 1107. Securities Redeemed in Part.

          Any Security which is to be redeemed only in part (pursuant to the
provisions of this Article or of Article Twelve) shall be surrendered at a Place
of Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or such Holder's
attorney duly authorized in writing), and the Company shall execute, and the
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. However, if less than all of the Securities of any
series with differing issue dates, interest rates and stated maturities are to
be redeemed, the Company in its sole discretion shall select the particular
Securities to be redeemed and shall notify the Trustee in writing thereof at
least 45 days prior to the relevant redemption date.


                                       76
<PAGE>

                                 ARTICLE TWELVE

                                  SINKING FUNDS


          SECTION 1201. 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 301 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 1202. 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 1202. Satisfaction of Sinking Fund Payments with Securities.

          Subject to Section 1203, 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 Trustee 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 unmatured related coupons,
and/or (2) receive credit for the principal amount of Securities of such series
which have been previously delivered to the Trustee 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 Trustee 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.


          SECTION 1203. 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 shall deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash in the Currency in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series and except, if applicable, as
provided in Sections 312(b), 312(d) and 312(e)) and the portion thereof, if any,
which is to be satisfied by delivering or crediting Securities of that series
pursuant to Section 1202 (which Securities shall,



                                       77
<PAGE>

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 1202 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
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1103 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 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.

          Prior to any sinking fund payment date, the Company shall pay to the
Trustee or a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003) in cash a sum equal to
any interest that shall 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 1203.

          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 Trustee, 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 Trustee or any Paying Agent shall be reimbursed by the Company) not in
excess of the principal amount thereof.


                                ARTICLE THIRTEEN

                         REPAYMENT AT OPTION OF HOLDERS

          SECTION 1301. 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


                                       78
<PAGE>

otherwise specified as contemplated by Section 301 for Securities of any series)
in accordance with this Article.


          SECTION 1302. Repayment of Securities.

          Securities of any series subject to repayment in whole or in part at
the option of the Holders thereof shall, unless otherwise provided in the terms
of such Securities, be repaid at the Repayment Price 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 on or before the
Repayment Date it shall deposit with the 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 1003) an amount of money in the Currency in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series and except, if applicable, as
provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay the Repayment
Price 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 1303. Exercise of Option.

          Securities of any series subject to repayment at the option of the
Holders thereof shall 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 or 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 Repayment Price of such Security
is to be repaid in accordance with the terms of such Security, the portion of
the Repayment Price 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 such Security surrendered that is not to be repaid, must be
specified. 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.


          SECTION 1304. 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


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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 related coupons, if any, maturing after the Repayment Date, the
Repayment Price 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 1002) and, unless otherwise specified
pursuant to Section 301, 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 307.

          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 1302 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 Trustee 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 Trustee 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 1002) and, unless
otherwise specified as contemplated by Section 301, only upon presentation and
surrender of those coupons.

          If any Security surrendered for repayment shall not be so repaid upon
surrender thereof, the Repayment Price 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 1305. Securities Repaid in Part.

          Upon surrender of any Registered Security which is to be repaid in
part only, the Company shall execute and the 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.


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                                ARTICLE FOURTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE


          SECTION 1401. Company's Option to Effect Defeasance or Covenant
Defeasance.

          Except as otherwise specified as contemplated by Section 301 for
Securities of any series, the provisions of this Article Fourteen shall apply to
each series of Securities, and the Company may, at its option, effect defeasance
of the Securities of or within a series under Section 1402, or covenant
defeasance of or within a series under Section 1403 in accordance with the terms
of such Securities and in accordance with this Article.


          SECTION 1402. 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 1404 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 1405 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
Trustee, 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 1404 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 304,
305, 306, 1002 and 1003 and with respect to the payment of Additional Amounts,
if any, on such Securities as contemplated by Section 1005, (C) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and (D) this
Article Fourteen. Subject to compliance with this Article Fourteen, the Company
may exercise its option under this Section 1402 notwithstanding the prior
exercise of its option under Section 1403 with respect to such Securities and
any related coupons. Money and securities held in trust pursuant to this Section
1402 shall not be subject to Article Sixteen.


          SECTION 1403. 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 Article Eight, Section 1006 and any
covenant specified pursuant to Section 301, 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 1404 are satisfied
(hereinafter, "covenant defeasance"), and such Securities and any related
coupons shall thereafter be deemed


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<PAGE>

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 Section 501(4) or Section 501(8) 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 1404. Conditions to Defeasance or Covenant Defeasance.

          The following shall be the conditions to application of either Section
1402 or Section 1403 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 the Trustee (or another trustee satisfying the requirements
     of Section 607 who shall agree to comply with the provisions of this
     Article Fourteen 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 and any related
     coupons (determined on the basis of the Currency in which such Securities
     and any related coupons 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 shall 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 chartered accountants expressed
     in a written certification thereof delivered to the Trustee, to pay and
     discharge, and which shall be applied by the Trustee (or other qualifying
     trustee) to pay and discharge, (i) the principal of (and 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 principal or interest, if
     any, and (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; provided
     that the Trustee 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 Trustee, in accordance with Section 1102
     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 Eleven hereof, which notice shall be
     irrevocable. Such irrevocable redemption notice, if given, shall be given
     effect in applying the foregoing.


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<PAGE>

          (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 (5) and (6) of Section 501 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 1402, the Company shall
     have delivered to the Trustee 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 shall not recognize income, gain or loss
     for federal income tax purposes as a result of such defeasance and shall be
     subject to federal income tax on the same amounts, in the same manner and
     at the same times as would have been the case if such defeasance had not
     occurred.

          (5) In the case of an election under Section 1403, the Company shall
     have delivered to the Trustee an Opinion of Counsel in the United States to
     the effect that the Holders of such Outstanding Securities and any related
     coupons shall not recognize income, gain or loss for U.S. federal income
     tax purposes as a result of such covenant defeasance and shall 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.

          (6) 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 301.

          (7) The Company shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent provided for relating to either the defeasance under Section 1402
     or the covenant defeasance under Section 1403 (as the case may be) have
     been complied with.

          (8) Either the Company has delivered to the Trustee an Opinion of
     Counsel in Canada or a ruling from Canada Customs and Revenue Agency to the
     effect that the Holders of such Outstanding Securities shall not recognize
     income, gain or loss for Canadian federal, provincial or territorial income
     tax or other tax purpose as a result of such defeasance or covenant
     defeasance, as the case may be, and shall be subject to Canadian federal or
     provincial 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 the case may be, not occurred (and for the purposes
     of such


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<PAGE>

     opinion, such Canadian counsel shall assume that Holders of the Securities
     include Holders who are not resident in Canada).


          SECTION 1405. Deposited Money and Government Obligations to Be Held in
Trust; Other Miscellaneous Provisions.

          Subject to the provisions of the last paragraph of Section 1003, all
money and Government Obligations (or other property as may be provided pursuant
to Section 301) (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee, collectively for purposes of this Section 1405, the
"Trustee") pursuant to Section 1404 in respect of such Outstanding Securities
and any related coupons shall be held in trust and applied by the 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 the 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 301, if, after a deposit referred to in Section 1404(1) 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 312(b) or the terms of such
Security to receive payment in a Currency other than that in which the deposit
pursuant to Section 1404(1) has been made in respect of such Security, or (b) a
Conversion Event occurs as contemplated in Section 312(d) or 312(e) or by the
terms of any Security in respect of which the deposit pursuant to Section
1404(1) has been made, the indebtedness represented by such Security and any
related coupons shall be deemed to have been, and shall 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.

          The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the Government Obligations
deposited pursuant to Section 1404 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 Fourteen to the contrary notwithstanding, the
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 1404 which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of


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<PAGE>

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 Fourteen.


          SECTION 1406. Reinstatement.

          If the Trustee or any Paying Agent is unable to apply any money in
accordance with Section 1405 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 1402 or 1403, as the case may be, until
such time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 1405; 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 the
Trustee or Paying Agent.


                                ARTICLE FIFTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

          SECTION 1501. Purposes for Which Meetings May Be Called.

          If Securities of a series are issuable, in whole or in part, 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 1502. Call, Notice and Place of Meetings.

          (a) The Trustee may at any time call a meeting of Holders of
Securities of any series for any purpose specified in Section 1501, to be held
at such time and at such place in The City of New York or in London, England as
the Trustee 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 106, not less than 21 nor more than 180 days
prior to the date fixed for the meeting.

          (b) In case at any time the Company, 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 Trustee to call a meeting of the Holders
of Securities of such series for any purpose specified in Section 1501, by
written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have made the first publication
of the notice of such meeting within 21 days after receipt of such request or
shall not thereafter proceed to cause the meeting to be held as provided herein,
then the Company or the Holders of Securities of such series in the amount above
specified, as the case may be, may determine the time and the place in The City
of New York or in London, England for such meeting and may


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<PAGE>

call such meeting for such purposes by giving notice thereof as provided in
paragraph (a) of this Section.


          SECTION 1503. 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 or Holders. The only Persons who shall be entitled to be present or to
speak at any meeting of Holders of Securities of any series shall be the Persons
entitled to vote at such meeting and their counsel, any representatives of the
Trustee and its counsel and any representatives of the Company and its counsel.


          SECTION 1504. 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 1502(a), except that
such notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened. Notice of the reconvening of
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 902, 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; provided, however, that, except as limited by the proviso to
Section 902, 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


                                       86
<PAGE>

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 1504, 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:

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

          (2) 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 1505. Determination of Voting Rights; Conduct and Adjournment
of Meetings.

          (a) Notwithstanding any provisions of this Indenture, the Trustee may
make such reasonable regulations as it may deem advisable for any meeting of
Holders of Securities of a series in regard to proof of the holding of
Securities of such series and of the appointment of proxies and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as its 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 104 and the
appointment of any proxy shall be proved in the manner specified in Section 104
or by having the signature of the person executing the proxy witnessed or
guaranteed by any trust company, bank or banker authorized by Section 104 to
certify to the holding of Bearer Securities. Such regulations may provide that
written instruments appointing proxies, regular on their face, may be presumed
valid and genuine without the proof specified in Section 104 or other proof.

          (b) The Trustee shall, by an instrument in writing appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of Securities as provided in Section 1502(b), in which
case the Company or the Holders of Securities of the series calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be


                                       87
<PAGE>

elected by vote of the Persons entitled to vote a majority in principal amount
of the Outstanding Securities of such series represented at the meeting.

          (c) At any meeting each Holder of a Security of such series or proxy
shall be entitled to 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 101); 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 proxy.

          (d) Any meeting of Holders of Securities of any series duly called
pursuant to Section 1502 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 1506. 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 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 1502 and, if
applicable, Section 1504. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.


                                ARTICLE SIXTEEN

                           SUBORDINATION OF SECURITIES

          SECTION 1601. Agreement to Subordinate.

          Unless otherwise specified pursuant to Section 301, the Company, for
itself, its successors and assigns, covenants and agrees, and each Holder of
Securities by his 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 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.


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<PAGE>

          SECTION 1602. Distribution on Dissolution, Liquidation and
Reorganization; Subrogation of Securities.

          Unless otherwise specified pursuant to Section 301, 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):

          (1) 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;

          (2) 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 Sixteen shall be paid by the liquidating 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 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

          (3) 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, 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 the
     Trustee, to the holders of such Senior Indebtedness or their 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, 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.

          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 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


                                       89
<PAGE>

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 Sixteen 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 Sixteen 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 Sixteen 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 Sixteen, the Trustee, subject to the provisions of Section 601,
shall be entitled to 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 thereon
and all other facts pertinent thereto or to this Article Sixteen.

          The Trustee, however, 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 moneys or assets to which any holder of Senior
Indebtedness shall be entitled by virtue of this Article Sixteen.

          If the Trustee or any Holder of Securities does not file a proper
claim or proof of debt in the form required in any proceeding referred to above
prior to 30 days before the expiration of the time to file such claim in such
proceeding, then the holder of any Senior Indebtedness is hereby authorized, and
has the right, to file an appropriate claim or claims for or on behalf of such
Holder of Securities.

          With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants or obligations as
are specifically set forth in this Article and no implied covenants or
obligations with respect to holders of Senior Indebtedness shall be read into
this Indenture against the Trustee.


          SECTION 1603. No Payment on Securities in Certain Circumstances.

          Unless otherwise specified pursuant to Section 301,

          (a) Upon the maturity of any Senior Indebtedness by lapse of time,
acceleration (unless waived, rescinded or annulled) or otherwise, or upon any
payment default (with or without the giving of notice or lapse of time or both,
in accordance with the terms of the instrument governing such Senior
Indebtedness, and without any waiver or forgiveness) with respect to any Senior
Indebtedness, all amounts payable thereon shall first be paid in full, or such


                                       90
<PAGE>

Senior Indebtedness, before any payment is made, directly or indirectly by set
off or otherwise, on account of principal of, or interest on, the Securities of
such series or to acquire any of the Securities of such series or on account of
the redemption provisions of the Securities of such series.

          (b) Upon a default with respect to any Senior Indebtedness (other than
under circumstances when the terms of paragraph (a) of this Section are
applicable), as such default is defined therein or in the instrument under which
it is outstanding, permitting the holders to accelerate the maturity thereof,
upon written notice thereof given to the Company and the Trustee by or on behalf
of holders of such Senior Indebtedness ("Default Notice"), then, unless and
until such default shall have been cured or waived by the holders of such Senior
Indebtedness or shall have ceased to exist (the "Payment Blockage Period"), no
direct or indirect payment shall be made by the Company with respect to the
principal of, or interest on, the Securities of such series and the coupons, if
any, appertaining thereto or to acquire any of such Securities or on account of
the redemption provisions of the Securities of such series and the coupons, if
any, appertaining thereto; provided, however, that this paragraph (b) shall not
prevent the making of any payment (which is not otherwise prohibited by
paragraph (a)) for more than 179 days after the Default Notice shall have been
given unless the Senior Indebtedness in respect of which such event of default
exists has been declared due and payable in its entirety, in which case no such
payment may be made until such acceleration has been rescinded or annulled or
such Senior Indebtedness has been paid in full.

          (c) If, notwithstanding the foregoing provisions of this Section, any
payment on account of principal of, or interest on, the Securities of such
series or of any coupon appertaining thereto shall be received by the Trustee,
by a Holder or by any Paying Agent (or, if the Company is acting as its own
Paying Agent, money for any such payment is segregated and held in trust), then,
unless and until such payment is no longer prohibited by this Section, such
payment (subject to the provisions of Section 1604) shall be held in trust for
the benefit of the holders of Senior Indebtedness and, upon notice to the
Trustee or such Paying Agent from the representative of the holders of the
Senior Indebtedness and pursuant to the directions of such representative, shall
be paid over or delivered to the holders of Senior Indebtedness or their
representative(s), ratably according to the aggregate amount remaining unpaid on
account of the principal of and interest on the Senior Indebtedness held or
represented by each, for application to the payment or prepayment of all Senior
Indebtedness remaining unpaid to the extent necessary to pay all Senior
Indebtedness in full in accordance with its terms, after giving effect to any
concurrent payment or distribution or provision therefor to or for the holders
of Senior Indebtedness. Promptly after becoming aware thereof, the Company shall
give written notice to the Trustee of any event prohibiting payments on account
of principal of, or interest on, the Securities of any series and any coupons
appertaining thereto and, in such event, shall provide to the Trustee, in the
form of an Officers' Certificate, the names and addresses of the holders of such
Senior Indebtedness and their representative(s), if any, the amount of the
Senior Indebtedness held by each such holder, any information necessary to
calculate the daily or other increase in Senior Indebtedness held by such
holders and any other information which the Trustee may reasonably request to
comply with this Article. Subject to the provisions of Section 1602 hereof, in
the event that the Trustee or the Paying Agent reasonably determines that
additional evidence is required with respect to any person as a holder of Senior
Indebtedness to participate in any payment or distribution pursuant to this
Article, the Trustee or the Paying


                                       91
<PAGE>

Agent, as the case may be, may request that such person furnish evidence to its
reasonable as to the extent such person is entitled to participate in such
payment or distribution and as to other facts pertinent to the rights of such
persons under this Article and if such evidence is not furnished, the Trustee or
the Paying Agent, as the case may be, may defer any payment to such person
pending judicial determination as to the right of such person to receive such
payment.


          SECTION 1604. Payments on Securities Permitted.

          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 1602 and 1603, 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 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 the Trustee shall have received at
its Corporate Trust Office written notice of any event prohibiting the making of
such payment more than two Business Days prior to the date fixed for such
payment.


          SECTION 1605. Authorization of Holders to Trustee to Effect
Subordination.

          Each Holder of Securities by his acceptance thereof authorizes and
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination as provided in this Article Sixteen
and appoints the Trustee his attorney-in-fact for any and all such purposes.


          SECTION 1606. Notices to Trustee.

          Notwithstanding the provisions of this Article 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 event which would prohibit the making of any payment of
moneys to or by the Trustee or such Paying Agent, unless and until the Trustee
or such Paying Agent shall have received (in the case of the Trustee, at its
Corporate Trust Office) 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; provided, however, that if at
least two Business Days prior to the date upon which by the terms hereof any
such moneys may become payable for any purpose (including, without limitation,
the payment of either the principal (or premium, if any) or interest, if any, on
any Security) the Trustee shall not have received with respect to such moneys
the notice provided for in this Section 1606, then, anything herein contained to
the contrary notwithstanding, the Trustee shall have full power and authority to
receive such moneys and to apply the same to the purpose for which they were
received, and shall not be affected by any notice to the contrary, which may be
received by it 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 Sixteen, 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 Sixteen


                                       92
<PAGE>

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.


          SECTION 1607. Trustee as Holder of Senior Indebtedness.

          The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article Sixteen 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 Sixteen shall apply to claims of, or payments
to, the Trustee under or pursuant to Section 606.


          SECTION 1608. Modifications of Terms of Senior Indebtedness.

          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
Sixteen or of the Securities relating to the subordination thereof.


          SECTION 1609. Reliance on Judicial Order or Certificate of Liquidating
Agent.

          Upon any payment or distribution of assets of the Company referred to
in this Article Sixteen, the Trustee and the Holders of the Securities shall be
entitled to 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 Sixteen.

          This Indenture may be executed in any number of counterparts, 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.


                                       93
<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed as of the day and year first above written.

                                       IMAX CORPORATION


                                       By:
                                          ______________________________________
                                          Name:
                                          Title:



                                       _______________________,
                                       as Trustee


                                       By:
                                          ______________________________________
                                          Name:
                                          Title:



                                       94
<PAGE>



                                    EXHIBIT A

                             FORMS OF CERTIFICATION







                                      A-1
<PAGE>


                                   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

                     [Insert title or sufficient description
                         of Securities to be delivered]


          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 of more
United States persons are authorized to control all substantial decisions of the
trust or (B) a trust in existence on August 20, 1996, and treated as a United
States person before this date that timely elected to continue to be treated as
a United States person ("United States person(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 IMAX Corporation or its agent that
such financial institution shall 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-1-1

<PAGE>

          We undertake to advise you promptly by tested telex 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, as applicable]

                                        [Name of Person Making Certification]



                                        ________________________________________
                                        (Authorized Signatory)
                                        Name:
                                        Title:



                                      A-1-2
<PAGE>


                                   EXHIBIT A-2

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

                                   CERTIFICATE


                     [Insert title or sufficient description
                         of Securities to be delivered]


          This is to certify that based solely on written certifications that we
have received in writing, by tested telex or 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 of more United States persons are authorized
to control all substantial decisions of the trust or (B) a trust in existence on
August 20, 1996, and treated as a United States person before this date that
timely elected to continue 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 IMAX
Corporation or its agent that such financial institution shall 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.


                                      A-2-1


<PAGE>

          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
Exchange Date or the relevant
Interest Payment Date occurring
prior to the Exchange Date, as
applicable]

                                        [EUROCLEAR S.A. / N.V., as Operator of
                                        the Euroclear System]
                                        [CLEARSTREAM]


                                        By
                                          ______________________________________


                                      A-2-2