EXHIBIT 4.47
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                                   NEXEN INC.



                                       and


                      DEUTSCHE BANK TRUST COMPANY AMERICAS


                                     Trustee


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


                           Subordinated Debt Indenture




                          Dated as of November 4, 2003





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<PAGE>

                                   NEXEN INC.

           Reconciliation and tie between Trust Indenture Act of 1939
                   and Indenture, dated as of November 4, 2003

   TRUST INDENTURE ACT SECTION                      INDENTURE SECTION
            310(a)(1)                                 6.09
               (a)(2)                                 6.09
               (a)(3)                                 Not Applicable
               (a)(4)                                 Not Applicable
               (b)                                    6.08, 6.10
           311 (a)                                    6.13
               (b)                                    6.13
               (c)                                    Not Applicable
            312(a)                                    7.01, 7.02(a)
               (b)                                    7.02(b)
               (c)                                    7.02(c)
            313(a)                                    7.03(a)
               (b)                                    7.03(a)
               (c)                                    7.03(a), 7.03(b)
               (d)                                    7.03(b)
            314(a)                                    7.04
               (b)                                    Not Applicable
               (c)(1)                                 1.02
               (c)(2)                                 1.02
               (c)(3)                                 Not Applicable
               (d)                                    Not Applicable
               (e)                                    1.02
            315(a)                                    6.01(a)
               (b)                                    6.02, 7.03(a)
               (c)                                    6.01(b)
               (d)                                    6.01(c)
               (d)(1)                                 6.01(a), 6.01(c)
               (d)(2)                                 6.01(c)
               (d)(3)                                 6.01(c)
               (e)                                    5.14
            316(a)(1)(A)                              5.12
               (a)(1)(B)                              5.02, 5.13
               (a)(2)                                 Not Applicable
               (b)                                    5.08
               (c)                                    1.04(e)
            317(a)(1)                                 5.03
               (a)(2)                                 5.04
               (b)                                    10.05
            318(a)                                    1.07


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                                TABLE OF CONTENTS

<TABLE>
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<S>                                                                                                     <C>
ARTICLE 1  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.......................................1

     SECTION 1.01     DEFINITIONS........................................................................1
     SECTION 1.02     COMPLIANCE CERTIFICATES AND OPINIONS...............................................9
     SECTION 1.03     FORM OF DOCUMENTS DELIVERED TO TRUSTEE............................................10
     SECTION 1.04     ACTS OF HOLDERS...................................................................11
     SECTION 1.05     NOTICES, ETC., TO TRUSTEE AND THE ISSUER..........................................12
     SECTION 1.06     NOTICE TO HOLDERS; WAIVER.........................................................13
     SECTION 1.07     CONFLICT WITH TRUST INDENTURE ACT.................................................13
     SECTION 1.08     EFFECT OF HEADINGS AND TABLE OF CONTENTS..........................................14
     SECTION 1.09     SUCCESSORS AND ASSIGNS............................................................14
     SECTION 1.10     SEPARABILITY CLAUSE...............................................................14
     SECTION 1.11     BENEFITS OF INDENTURE.............................................................14
     SECTION 1.12     GOVERNING LAW.....................................................................14
     SECTION 1.13     LEGAL HOLIDAYS....................................................................14
     SECTION 1.14     NO RECOURSE AGAINST OTHERS........................................................14
     SECTION 1.15     AGENT FOR SERVICE; SUBMISSION TO JURISDICTION; WAIVER OF
                      IMMUNITIES........................................................................15
     SECTION 1.16     JUDGMENT CURRENCY.................................................................15
     SECTION 1.17     COUNTERPARTS......................................................................16

ARTICLE 2  SECURITY FORMS...............................................................................16

     SECTION 2.01     FORMS GENERALLY...................................................................16
     SECTION 2.02     FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION...................................17
     SECTION 2.03     SECURITIES IN GLOBAL FORM.........................................................17
     SECTION 2.04     FORM OF LEGEND FOR THE SECURITIES IN GLOBAL FORM..................................18

ARTICLE 3  THE SECURITIES...............................................................................18

     SECTION 3.01     AMOUNT UNLIMITED; ISSUABLE IN SERIES..............................................18
     SECTION 3.02     DENOMINATIONS.....................................................................21
     SECTION 3.03     EXECUTION, AUTHENTICATION, DELIVERY AND DATING....................................22
     SECTION 3.04     TEMPORARY SECURITIES..............................................................24
     SECTION 3.05     REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE...............................24
     SECTION 3.06     MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES..................................27
     SECTION 3.07     PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED....................................28
     SECTION 3.08     PERSONS DEEMED OWNERS.............................................................29
     SECTION 3.09     CANCELLATION......................................................................29
     SECTION 3.10     COMPUTATION OF INTEREST...........................................................30
     SECTION 3.11     CUSIP NUMBER......................................................................30
     SECTION 3.12     WIRE TRANSFERS....................................................................30
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                     <C>
ARTICLE 4  SATISFACTION AND DISCHARGE...................................................................30

     SECTION 4.01     SATISFACTION AND DISCHARGE OF INDENTURE...........................................30
     SECTION 4.02     APPLICATION OF TRUST MONEY........................................................32
     SECTION 4.03     REINSTATEMENT.....................................................................32
     SECTION 4.04     APPLICATION TO A SPECIFIC SERIES OF SECURITIES....................................32

ARTICLE 5  REMEDIES.....................................................................................33

     SECTION 5.01     EVENTS OF DEFAULT.................................................................33
     SECTION 5.02     ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT................................34
     SECTION 5.03     COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE...................35
     SECTION 5.04     TRUSTEE MAY FILE PROOFS OF CLAIM..................................................36
     SECTION 5.05     TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.......................37
     SECTION 5.06     APPLICATION OF MONEY COLLECTED....................................................37
     SECTION 5.07     LIMITATION ON SUITS...............................................................38
     SECTION 5.08     UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM,
                      OTHER AMOUNTS AND INTEREST........................................................38
     SECTION 5.09     RESTORATION OF RIGHTS AND REMEDIES................................................38
     SECTION 5.10     RIGHTS AND REMEDIES CUMULATIVE....................................................39
     SECTION 5.11     DELAY OR OMISSION NOT WAIVER......................................................39
     SECTION 5.12     CONTROL BY HOLDERS................................................................39
     SECTION 5.13     WAIVER OF PAST DEFAULTS...........................................................39
     SECTION 5.14     UNDERTAKING FOR COSTS.............................................................40

ARTICLE 6  THE TRUSTEE..................................................................................40

     SECTION 6.01     CERTAIN DUTIES AND RESPONSIBILITIES OF THE TRUSTEE................................40
     SECTION 6.02     NOTICE OF DEFAULTS................................................................41
     SECTION 6.03     CERTAIN RIGHTS OF TRUSTEE.........................................................41
     SECTION 6.04     NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES............................43
     SECTION 6.05     MAY HOLD SECURITIES...............................................................43
     SECTION 6.06     MONEY HELD IN TRUST...............................................................43
     SECTION 6.07     COMPENSATION AND REIMBURSEMENT....................................................43
     SECTION 6.08     DISQUALIFICATION; CONFLICTING INTERESTS...........................................44
     SECTION 6.09     CORPORATE TRUSTEE REQUIRED; ELIGIBILITY...........................................44
     SECTION 6.10     RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.................................44
     SECTION 6.11     ACCEPTANCE OF APPOINTMENT BY SUCCESSOR............................................46
     SECTION 6.12     MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.......................47
     SECTION 6.13     PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE ISSUER..............................47
     SECTION 6.14     APPOINTMENT OF AUTHENTICATING AGENT...............................................48
     SECTION 6.15     COMPLIANCE WITH TAX LAWS..........................................................49

ARTICLE 7  HOLDERS' LISTS AND REPORTS BY TRUSTEE AND ISSUER.............................................49

     SECTION 7.01     ISSUER TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS..........................49
</TABLE>


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<TABLE>
<S>                                                                                                     <C>

     SECTION 7.02     PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS............................50
     SECTION 7.03     REPORTS BY TRUSTEE................................................................51
     SECTION 7.04     REPORTS BY THE ISSUER.............................................................51

ARTICLE 8  CONSOLIDATION, MERGER, LEASE, SALE OR TRANSFER...............................................52

     SECTION 8.01     CERTAIN REQUIREMENTS IN RESPECT TO MERGERS, ETC...................................52
     SECTION 8.02     VESTING OF POWERS IN SUCCESSOR....................................................54
     SECTION 8.03     REORGANIZATION ADDITIONAL AMOUNTS.................................................55

ARTICLE 9  SUPPLEMENTAL INDENTURES......................................................................56

     SECTION 9.01     SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS................................56
     SECTION 9.02     SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS...................................58
     SECTION 9.03     EXECUTION OF SUPPLEMENTAL INDENTURES..............................................59
     SECTION 9.04     EFFECT OF SUPPLEMENTAL INDENTURES.................................................59
     SECTION 9.05     CONFORMITY WITH TRUST INDENTURE ACT...............................................59
     SECTION 9.06     REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES................................60
     SECTION 9.07     SUBORDINATION UNIMPAIRED..........................................................60

ARTICLE 10 COVENANTS....................................................................................60

     SECTION 10.01    PAYMENT OF SECURITIES.............................................................60
     SECTION 10.02    MAINTENANCE OF OFFICE OR AGENCY...................................................60
     SECTION 10.03    COMPLIANCE CERTIFICATES...........................................................60
     SECTION 10.04    MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.................................61
     SECTION 10.05    ADDITIONAL AMOUNTS................................................................62
     SECTION 10.06    WAIVER OF CERTAIN COVENANTS.......................................................64

ARTICLE 11 REDEMPTION OF SECURITIES.....................................................................65

     SECTION 11.01    APPLICABILITY OF ARTICLE..........................................................65
     SECTION 11.02    ELECTION TO REDEEM; NOTICE TO TRUSTEE.............................................65
     SECTION 11.03    SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.................................65
     SECTION 11.04    NOTICE OF REDEMPTION..............................................................65
     SECTION 11.05    DEPOSIT OF REDEMPTION PRICE.......................................................66
     SECTION 11.06    SECURITIES PAYABLE ON REDEMPTION DATE.............................................66
     SECTION 11.07    SECURITIES REDEEMED IN PART.......................................................67
     SECTION 11.08    TAX REDEMPTION....................................................................67

ARTICLE 12 SINKING FUNDS................................................................................68

     SECTION 12.01    APPLICABILITY OF ARTICLE..........................................................68
     SECTION 12.02    SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.............................68
     SECTION 12.03    REDEMPTION OF SECURITIES FOR SINKING FUND.........................................69

ARTICLE 13 DEFEASANCE AND COVENANT DEFEASANCE...........................................................69

     SECTION 13.01    APPLICABILITY OF ARTICLE; ISSUER'S OPTION TO EFFECT DEFEASANCE
                      OR COVENANT DEFEASANCE............................................................69
     SECTION 13.02    DEFEASANCE AND DISCHARGE..........................................................69
</TABLE>


                                      iii
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<TABLE>
<S>                                                                                                     <C>
     SECTION 13.03    COVENANT DEFEASANCE...............................................................70
     SECTION 13.04    CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE...................................70
     SECTION 13.05    DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST....................72
     SECTION 13.06    REINSTATEMENT.....................................................................73

ARTICLE 14 SUBORDINATION................................................................................73

     SECTION 14.01    SECURITIES SUBORDINATED TO SENIOR INDEBTEDNESS....................................73
     SECTION 14.02    PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC....................................74
     SECTION 14.03    PAYMENT OF SENIOR INDEBTEDNESS BEFORE PAYMENT OF SECURITIES.......................75
     SECTION 14.04    PAYMENT PERMITTED IF NO DEFAULT...................................................75
     SECTION 14.05    SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS...........................75
     SECTION 14.06    PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS.......................................76
     SECTION 14.07    TRUSTEE TO EFFECTUATE SUBORDINATION...............................................76
     SECTION 14.08    NO WAIVER OF SUBORDINATION PROVISIONS.............................................76
     SECTION 14.09    NOTICE TO TRUSTEE.................................................................77
     SECTION 14.10    RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT....................77
     SECTION 14.11    TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS..........................78
     SECTION 14.12    RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS; PRESERVATION
                      OF TRUSTEE'S RIGHTS...............................................................78
     SECTION 14.13    ARTICLE APPLICABLE TO PAYING AGENTS...............................................78

ARTICLE 15 MEETINGS OF HOLDERS OF SECURITIES............................................................79

     SECTION 15.01    PURPOSES FOR WHICH MEETINGS MAY BE CALLED.........................................79
     SECTION 15.02    CALL, NOTICE AND PLACE OF MEETINGS................................................79
     SECTION 15.03    PERSONS ENTITLED TO VOTE AT MEETINGS..............................................79
     SECTION 15.04    QUORUM; ACTION....................................................................79
     SECTION 15.05    DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF MEETINGS...............81
     SECTION 15.06    COUNTING VOTES AND RECORDING ACTION OF MEETINGS...................................82
</TABLE>




                                       iv
<PAGE>


                  INDENTURE, dated as of November 4, 2003, between NEXEN INC., a
corporation formed under the laws of Canada (herein called the "ISSUER") and
Deutsche Bank Trust Company Americas, as Trustee (herein called the "TRUSTEE").

                             RECITALS OF THE ISSUER

                  The Issuer has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its subordinated
unsecured debentures, notes or other evidences of indebtedness (herein called
the "SECURITIES"), to be issued in one or more series as in this Indenture
provided.

                  All things necessary to make this Indenture a valid agreement
of the Issuer, 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 ratable benefit of the Holders of the Securities, as follows:


                                   ARTICLE 1

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

                  Section 1.01   DEFINITIONS. For all purposes of this
Indenture, except as otherwise expressly provided or unless the context
otherwise requires:

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

                  (2)   all other terms used herein which are defined in the
Trust Indenture Act, either directly or by reference therein, or defined by
Commission rule and not otherwise defined herein, have the meanings assigned to
them therein;

                  (3)   all accounting terms not otherwise defined herein have
the meanings assigned to them in accordance with GAAP;

                  (4)   the word "INCLUDING" (and with correlative meaning
"INCLUDE") means including, without limiting the generality of, any description
preceding such term; and

                  (5)   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.

                  "ACT," when used with respect to any Holder, has the meaning
specified in Section 1.04.

<PAGE>

                  "ADDITIONAL AMOUNTS" has the meaning specified in Section
10.05.

                  "AFFILIATE" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition,
"CONTROL", as used with respect to any Person, shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the
management or policies of such Person, whether through the ownership of voting
securities, by agreement or otherwise. For purposes of this definition, the
terms "CONTROLLING," "CONTROLLED BY" and "UNDER COMMON CONTROL WITH" shall have
correlative meanings.

                  "APPLICABLE CURRENCY" means, with respect to a Security, the
currency or currency unit in which such Security is payable.

                  "APPLICABLE JURISDICTION" has the meaning specified in Section
8.01.

                  "AUTHENTICATING AGENT" means any Person authorized by the
Trustee to act on behalf of the Trustee to authenticate Securities.

                  "BANKRUPTCY LAW" means the Bankruptcy and Insolvency Act
(Canada), the Companies' Creditors Arrangement Act (Canada) or any other
Canadian federal or provincial law relating to, or Title 11, U.S. Code or any
similar federal or state law relating to, the relief of debtors.

                  "BOARD OF DIRECTORS" means, with respect to any corporation,
the board of directors of such corporation; PROVIDED, HOWEVER, that when the
context refers to actions or resolutions of the Board of Directors, then the
term "BOARD OF DIRECTORS" shall also mean any duly authorized committee of the
Board of Directors authorized to act with respect to any particular matter to
exercise the power of the Board of Directors.

                  "BOARD RESOLUTION" means a copy of a resolution certified by
the Secretary or an Assistant Secretary of the relevant entity to have been duly
adopted by the Board of Directors, PROVIDED that, when used without any
reference to an entity, "BOARD RESOLUTION" and "BOARD RESOLUTIONS" shall mean
Board Resolutions of the Issuer; in each case, 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 of any series, means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in that Place of Payment
are authorized or obligated by law or regulation to close; PROVIDED, HOWEVER,
that, if the foreign currency or currency unit is euro, the day is also a day on
which the Trans-European Automated Real-Time Gross Settlement Express Transfer
(TARGET) System is open.

                  "CANADIAN TAXES" has the meaning specified in Section 10.05.


                                       2
<PAGE>

                  "CAPITAL STOCK" means, with respect to any Person, any and all
shares, interests, participations, warrants, rights, options or other
equivalents (HOWEVER designated) of capital stock or any other equity interest
of such Person, including, without limitation, each class of common stock and
preferred stock and, with respect to partnerships, partnership interests
(whether general or limited) and any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of,
or distributions of the assets of, such partnership.

                  "COMMISSION" means the 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 instrument 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.

                  "CORPORATE TRUST OFFICE" means the office of the Trustee at
which at any particular time its corporate trust business shall be principally
administered, which office at the date hereof is located at 60 Wall Street, 27th
Floor, New York, New York 10005-2858.

                  "COVENANT DEFEASANCE" has the meaning specified in Section
13.03.

                  "CURRENCY UNIT" or "CURRENCY UNITS" shall mean any composite
currency.

                  "CUSTODIAN" means any receiver, custodian, trustee, assignee,
liquidator, sequestrator or similar official under any Bankruptcy Law.

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

                  "DEFAULTED INTEREST" has the meaning specified in Section
3.07.

                  "DEFEASANCE" has the meaning specified in Section 13.02.

                  "DEPOSITARY" means, with respect to the Securities of any
series issuable or issued in whole or in part in the form of one or more global
Securities, the Person designated as Depositary by the Issuer pursuant to
Section 3.01 until a successor Depositary shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "DEPOSITARY" shall mean
or include each Person who is then a Depositary hereunder, and if at any time
there is more than one such Person, "Depositary" shall mean the Depositary with
respect to the Securities of that series.

                  "DESIGNATED OFFICER" means any Officer of the relevant Person,
who must be its Chief Executive Officer, its President, its Chief Financial
Officer, its Chief Accounting Officer, its Treasurer or its Controller.

                  "DOLLARS" and "$" means lawful money of the United States of
America.

                  "EVENT OF DEFAULT" has the meaning specified in Section 5.01.


                                       3
<PAGE>

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended from time to time, and the rules and regulations promulgated thereunder.

                  "EXCLUDED HOLDER" has the meaning specified in Section 10.05.

                  "GAAP" means generally accepted accounting principles which
are in effect from time to time in Canada.

                  "HOLDER" or "SECURITYHOLDER" means a Person in whose name a
Security is registered in the Security Register.

                  "INDENTURE" means this instrument as originally executed or as
it may from time to time be supplemented or amended by one or more Series
Supplements or indentures supplemental hereto entered into pursuant to the
applicable provisions hereof and shall include the terms of particular series of
Securities established as contemplated hereunder.

                  "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.

                  "INTEREST PAYMENT DATE," when used with respect to any
Security, means the Stated Maturity of an installment of interest on such
Security.

                  "ISSUER" means the Person named as the "Issuer" in the first
paragraph of this Indenture until a successor corporation or other entity shall
have become such pursuant to the applicable provisions of this Indenture, and
thereafter "Issuer" shall mean such successor corporation or entity.

                  "ISSUER REQUEST" or "ISSUER ORDER" means a written request or
order signed in the name of the Issuer by the Designated Officer and delivered
to the Trustee.

                  "JUDGMENT CURRENCY" has the meaning specified in Section 1.16.

                  "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, call for redemption or otherwise.

                  "NEW YORK BANKING DAY" has the meaning specified in Section
1.16.

                  "OFFICER" means, with respect to any Person, the Chairman of
the Board, the Chief Executive Officer, the President, the Chief Operating
Officer, any Vice President, the Chief Financial Officer, the Chief Accounting
Officer, the Treasurer, any Assistant Treasurer, the Controller, any Assistant
Controller, the Secretary or any Assistant Secretary of such Person.


                                       4
<PAGE>

                  "OFFICER'S CERTIFICATE" means, with respect to a Person, a
certificate signed and delivered to the Trustee by the Designated Officer of
that Person.

                  "OPINION OF COUNSEL" means a written opinion of counsel, who
may be an employee of or counsel for the Issuer, and who shall be reasonably
acceptable to the Trustee.

                  "ORIGINAL ISSUE DISCOUNT SECURITY" means any Security which
provides for an amount (excluding any amounts attributable to accrued but unpaid
interest thereon) less than the principal amount thereof to be due and payable
upon a declaration of acceleration of the Maturity thereof pursuant to Section
5.02.

                  "OUTSTANDING," when used with respect to Securities or
Securities of any series, means, as of the date of determination, all such
Securities theretofore authenticated and delivered under this Indenture, except:

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

                  (ii)  Securities, or portions thereof, for whose payment or
redemption money in the necessary amount and in the Applicable Currency has been
theretofore deposited with the Trustee or any Paying Agent (other than the
Issuer or any other obligor on the Securities) in trust or set aside and
segregated in trust by the Issuer or any other obligor on the Securities (if the
Issuer or any other obligor on the Securities shall act as its own Paying Agent)
for the Holders of such Securities; PROVIDED that, if such Securities or
portions thereof are to be redeemed, notice of such redemption has been duly
given pursuant to this Indenture or provision therefor reasonably satisfactory
to the Trustee has been made;

                  (iii) Securities which have been paid as provided herein 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 reasonably
satisfactory to it that such Securities are held by a bona fide purchaser in
whose hands such Securities are valid obligations of the Issuer;

                  (iv)  Securities in exchange for or in lieu of which other
Securities have been authenticated and delivered pursuant to this Indenture; and

                  (v)   Securities which have been defeased pursuant to Section
13.02;

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 whether
sufficient funds are available for redemption or for any other purpose and for
the purpose of making the calculations required by Section 313 of the Trust
Indenture Act, (a) the principal amount of any Original Issue Discount Security
that shall be deemed to be Outstanding for such purposes shall be that portion
of the principal amount thereof that could be declared to be


                                       5
<PAGE>

due and payable upon the occurrence of an Event of Default and the continuation
thereof pursuant to the terms of such Original Issue Discount Security as of the
date of such determination, (b) the principal amount of a Security denominated
in one or more foreign currencies or currency units shall be the dollar
equivalent that could be obtained for such principal amount on the basis of a
spot rate of exchange specified to the Trustee for such series in an Officer's
Certificate for such foreign currency or currency unit into dollars as of the
date the taking of such action by the Holders of the requisite percentage in
principal amount of the Securities is evidenced to the Trustee (or, in the case
of an Original Issue Discount Security, the dollar equivalent on such date of
the amount determined as provided in (a) above), and (c) Securities owned by the
Issuer or any other obligor upon the Securities or any Affiliate of the Issuer
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 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 Issuer or any
other obligor upon the Securities or any Affiliate of the Issuer or of such
other obligor.

                  "PAYING AGENT" means any Person authorized by the Issuer to
pay the principal of, premium, if any, interest or other amounts on any
Securities on behalf of the Issuer. An Issuer may act as Paying Agent with
respect to any Securities issued hereunder.

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

                  "PLACE OF PAYMENT," when used with respect to the Securities
of any series, means the place or places where the principal of (and premium, if
any) and interest or other amounts on the Securities of that series are payable
as specified as contemplated by Section 3.01.

                  "PREDECESSOR SECURITY" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security and, for the purposes of this definition, any
Security authenticated and delivered under Section 3.06 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

                  "PROCEEDING" has the meaning specified in Section 14.02.

                  "REDEMPTION DATE," when used with respect to any Security of
any series to be redeemed, in whole or in part, means the date fixed for such
redemption by or pursuant to this Indenture.


                                       6
<PAGE>

                  "REDEMPTION PRICE," when used with respect to any Security of
any series to be redeemed, means the price at which it is to be redeemed
pursuant to this Indenture, payable in the Applicable Currency, which price
excludes accrued and unpaid interest, if any, payable on redemption.

                  "REGISTERED SECURITY" means any Security issued hereunder and
registered in the Security Register.

                  "REGULAR RECORD DATE" for the interest payable on any Interest
Payment Date on the Securities of any series means the date specified for that
purpose as contemplated by Section 3.01.

                  "REINCORPORATION" has the meaning specified in Section 8.01.

                  "REORGANIZATION ADDITIONAL AMOUNTS" has the meaning specified
in Section 8.01.

                  "REQUIRED CURRENCY" has the meaning specified in Section 1.16.

                  "RESPONSIBLE OFFICER," when used with respect to the Trustee,
means any officer of the Trustee assigned to administer corporate trust matters,
including any managing director, director, vice president, assistant vice
president, secretary, assistant secretary, assistant treasurer and associate,
and also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his or her knowledge of and
familiarity with the particular subject.

                  "REPRESENTATIVE" means the indenture trustee or other trustee,
agent or representative for an issue of Senior Indebtedness.

                  "SECURITIES" has the meaning stated in the first recital of
this Indenture and more particularly means any Securities authenticated and
delivered under this Indenture.

                  "SECURITIES PAYMENT" has the meaning specified in Section
14.02.

                  "SECURITY REGISTER" and "SECURITY REGISTRAR" have the
respective meanings specified in Section 3.05.

                  "SENIOR INDEBTEDNESS" means, with respect to the Issuer, (i)
the principal (including redemption payments), premium, if any, interest and
other payment obligations in respect of (A) indebtedness of the Issuer for money
borrowed and (B) indebtedness evidenced by debentures, bonds, notes or other
similar instruments issued by the Issuer, including any such securities issued
under any indenture or other instrument to which the Issuer is a party
(including, for the avoidance of doubt but subject to clauses (1) and (2) of
this sentence, indentures pursuant to which subordinated debentures have been or
may be issued), (ii) all capital, operating or other lease obligations of the
Issuer, (iii) all obligations of the Issuer issued or assumed as the


                                       7
<PAGE>

deferred purchase price of property, all conditional sale obligations of the
Issuer, all hedging agreements and agreements of a similar nature thereto
(including interest rate, currency or commodity swap agreements and commodity
purchase and sale agreements) and all agreements relating to any such
agreements, and all obligations of the Issuer under any title retention
agreement (but excluding trade accounts payable arising in the ordinary course
of business), (iv) all obligations of the Issuer for the reimbursement of
amounts paid pursuant to any letter of credit, banker's acceptance, security
purchase facility or similar credit transaction, (v) all obligations of the type
referred to in clauses (i) through (iv) above of other persons for the payment
of which the Issuer is responsible or liable as obligor, guarantor or otherwise,
and (vi) all obligations of the type referred to in clauses (i) through (v)
above of other persons secured by any lien on any property or asset of the
Issuer (whether or not such obligation is assumed by the Issuer); in each case
in (i) to (vi) above, whether outstanding at the date of this Indenture or
thereafter incurred, except for (1) any such indebtedness that contains express
terms, or is issued under an indenture or other instrument which contains
express terms, providing that it is subordinate to or ranks PARI PASSU with the
Securities or any series thereof and (2) any indebtedness between the Issuer and
its Affiliates. Such Senior Indebtedness shall continue to be Senior
Indebtedness and be entitled to the benefits of the subordination provisions of
this Indenture irrespective of any amendment, modification or waiver of any term
of such Senior Indebtedness and notwithstanding that no express written
subordination agreement may have been entered into between the holders of such
Senior Indebtedness and the Trustee or any of the Holders.

This definition may be modified or superseded in a manner as contemplated by
Section 3.01. For purposes of Sections 1.11 and 9.07 and Article 14, "SENIOR
INDEBTEDNESS" shall mean the Senior Indebtedness of the Issuer of the Securities
in question.

                  "SERIES SUPPLEMENT" has the meaning specified in Section 3.01.

                  "SPECIAL RECORD DATE" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 3.07.

                  "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 as the fixed date on which the principal of such
Security or such installment of principal or interest is due and payable.

                  "SUBSIDIARY" means, with respect to any Person:

                  (1)   any corporation, association or other business entity of
which more than 50% of the total voting power of shares of Capital Stock
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by such Person or one or more of the other
Subsidiaries of that Person (or a combination thereof); and

                  (2)   any partnership (a) the sole general partner or the
managing general partner of which is such Person or a Subsidiary of such Person
or (b) the only


                                       8
<PAGE>

general partners of which are such Person or one or more Subsidiaries of such
Person (or any combination thereof).

                  "SUCCESSOR CORPORATION" has the meaning specified in Section
8.01.

                  "TAXES" has the meaning specified in Section 8.01.

                  "TRUSTEE" means the Person named as the "Trustee" in the first
paragraph of this instrument 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, and
if at any time there is more than one such Person, "Trustee" shall mean each
such Trustee. The term "Trustee" as used with respect to the Securities of any
series shall mean the Trustee with respect to Securities of that series.

                  "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939,
as amended, as in force at the date as of which this Indenture was executed;
PROVIDED, HOWEVER, that in the event that such Act is amended after such date,
"TRUST INDENTURE ACT" means, to the extent required by any such amendment, the
Trust Indenture Act of 1939 as so amended.

                  "U.S. GOVERNMENT OBLIGATIONS" means securities which are (i)
direct obligations of the United States of America for the payment of which its
full faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the timely payment of which is unconditionally guaranteed by the full
faith and credit of the United States of America which, in either case, are not
callable or redeemable at the option of the issuer thereof or otherwise subject
to prepayment, and shall also include a depository receipt issued by a New York
Clearing House bank or trust company as custodian with respect to any such U.S.
Government Obligation, or a specific payment of interest on or principal of any
such U.S. Government Obligation held by such custodian for the account of the
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 held by the custodian in
respect of the U.S. Government Obligation or the specific payment of interest on
or principal of the U.S. Government Obligation evidenced by such depository
receipt.

                  "VICE PRESIDENT," when used with respect to the Issuer 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".

                  "VOTING STOCK" of any Person as of any date means the Capital
Stock of such Person that is at the time entitled to vote in the election of the
Board of Directors of such Person.

                  Section 1.02   COMPLIANCE CERTIFICATES AND OPINIONS. Upon any
application or request by the Issuer to the Trustee to take any action under any
provision


                                       9
<PAGE>

of this Indenture, the Issuer shall furnish to the Trustee an Officer's
Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or 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
condition or covenant provided for in this Indenture shall include:

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

                  (b)   a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based;

                  (c)   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

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

                  Section 1.03   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 may be based, insofar
as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such Officer actually knows that the
certificate or opinion or representations with respect to the matters upon which
his certificate or opinion is based are erroneous. Any such certificate or
Opinion of Counsel may be based, insofar as it relates to factual matters, upon
a certificate or opinion of, or representations by, an Officer or Officers of
the Issuer stating that the information with respect to such factual matters is
in the possession of the Issuer, unless such counsel actually knows that the
certificate or opinion or representations with respect to such matters are
erroneous.

                  Any certificate, statement or opinion of an Officer of the
Issuer or of counsel may be based, insofar as it relates to accounting matters,
upon a certificate or

                                       10
<PAGE>

opinion of or representations by an accountant or firm of accountants in the
employ of the Issuer, unless such Officer or counsel, as the case may be,
actually knows that the certificate or opinion or representations with respect
to the accounting matters upon which his or her certificate, statement or
opinion is based are erroneous.

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

                  Section 1.04   ACTS OF HOLDERS.

                  (a)   Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders 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; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Issuer. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "ACT" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and
the Issuer, if made in the manner provided in this Section.

                  (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 his 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 ownership of Registered Securities shall be proved
by the Security Register.

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

                  (e)   If the Issuer shall solicit from the Holders any
request, demand, authorization, direction, notice, consent, waiver or other Act,
the Issuer may, at its option, by or pursuant to a Board Resolution, fix in
advance a record date for the determination


                                       11
<PAGE>

of Holders entitled to give such request, demand, authorization, direction,
notice, consent, waiver or other Act, but the Issuer shall have no obligation to
do so, PROVIDED that the Issuer may not set a record date for, and the
provisions of this paragraph shall not apply with respect to, the giving or
making of any notice, declaration, request or direction referred to in the
immediately following paragraph. 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 six months after the
record date.

                  (f)   The Trustee shall set a record date, which shall not be
more than 15 days prior to the date of commencement of solicitation of such
action contemplated by this section 1.04(f), for the purpose of determining the
Holders of Securities of any series entitled to join in the giving or making of
(i) any notice of default, (ii) any declaration of acceleration referred to in
Section 5.02, (iii) any direction referred to in Section 5.12, (iv) any request
to institute proceedings referred to in Section 5.07(2) or (v) any waiver of
past defaults pursuant to Section 5.13, in each case with respect to Securities
of such series. If such a record date is fixed pursuant to this paragraph, the
relevant action may be taken or 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 of Securities of a series for the purpose of determining
whether Holders of the requisite proportion of Outstanding Securities of such
series have authorized or agreed or consented to such action, and for that
purpose the Outstanding Securities of such series shall be computed as of such
record date; PROVIDED that no such action by Holders on such record date shall
be deemed effective unless it shall become effective pursuant to the provisions
of this Indenture not later than six months after the record date. Nothing in
this paragraph shall be construed to prevent the Trustee from setting a new
record date for any action for which a record date has been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be canceled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Issuer's reasonable expense,
shall cause notice of such record date and the proposed action by Holders to be
given to the Issuer in writing and to each Holder of Securities of the relevant
series in the manner set forth in Section 1.06.

                  Section 1.05   NOTICES, ETC., TO TRUSTEE AND THE ISSUER. 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,


                                       12
<PAGE>

                  (a)   the Trustee or a Responsible Officer of the Trustee by
any Holder or by the Issuer shall be sufficient for every purpose hereunder if
made, given, furnished or filed in writing and mailed first-class postage
prepaid, to or with the Trustee at 60 Wall Street, 27th Floor, Mailstop
NYC60-2710, New York, New York 10005-2858 or if sent by facsimile transmission,
to a facsimile number provided by the Trustee, with a copy mailed, first-class
postage prepaid to the Trustee addressed to it as provided above; or

                  (b)   the Issuer 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, addressed to
the Issuer's agent for service of process at Nexen Petroleum U.S.A. Inc., 12790
Merit Drive, Suite 800, LB 94, Dallas, Texas 75251, or at any other address
previously furnished in writing to the Trustee by the Issuer, or if sent by
facsimile transmission, to a facsimile number provided to the Trustee by the
Issuer, with a copy mailed, first-class postage prepaid, to the Issuer addressed
to it as provided above.

                  Section 1.06   NOTICE TO HOLDERS; WAIVER. Where this Indenture
or any Security provides for notice to Holders of any event, such notice shall
be deemed sufficiently given (unless otherwise herein or in such Security
expressly provided) if in writing and mailed, first- class postage prepaid, to
each 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 is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders or the validity of the
proceedings to which such notice relates.

                  In case by reason of the suspension of regular mail service or
by reason of any other cause it shall be impracticable to give such notice by
mail, then such notification as shall be made with the approval of the Trustee
shall constitute a sufficient notification for every purpose hereunder.

                  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 or any Security 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 1.07   CONFLICT WITH TRUST INDENTURE ACT. If any
provision hereof limits, qualifies or conflicts with another provision hereof
which is required to be included or deemed included in this Indenture by any of
the provisions of the Trust Indenture Act, such required provision shall
control. If any provision of this Indenture modifies or excludes any provision
of the Trust Indenture Act that may be so modified or


                                       13
<PAGE>

excluded, such provision of the Trust Indenture Act shall be deemed to apply to
this Indenture as so modified or shall be excluded, as the case may be.

                  Section 1.08   EFFECT OF HEADINGS AND TABLE OF CONTENTS. The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

                  Section 1.09   SUCCESSORS AND ASSIGNS. All covenants and
agreements in this Indenture by the Issuer shall bind its successors and
assigns, whether so expressed or not.

                  Section 1.10   SEPARABILITY CLAUSE. In case any provision in
this Indenture or in the Securities shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.

                  Section 1.11   BENEFITS OF INDENTURE. Nothing in this
Indenture or in the Securities, express or implied, shall give to any Person,
other than the parties hereto and their successors hereunder, the Holders and,
to the extent specifically set forth herein, the holders of Senior Indebtedness,
any benefit or any legal or equitable right, remedy or claim under this
Indenture.

                  Section 1.12   GOVERNING LAW. This Indenture and the
Securities shall be governed by and construed in accordance with the laws of the
State of New York without regard to conflicts of laws principles thereunder that
would indicate the applicability of the laws of any jurisdiction other than such
State.

                  Section 1.13   LEGAL HOLIDAYS. In any case where any Interest
Payment Date, Redemption Date, sinking fund payment date, 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 the Securities
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 interest or
principal (and premium and any other amounts, if any) need not be made at such
Place of Payment on such date, but may be made on the next succeeding Business
Day or on such other day as may be set out with respect to the Securities of a
series in the Series Supplement applicable to such series at such Place of
Payment with the same force and effect as if made on the Interest Payment Date,
Redemption Date, sinking fund payment date, Stated Maturity or Maturity, as the
case may be, PROVIDED that no interest shall accrue on the amount so payable for
the period from and after such Interest Payment Date, Redemption Date, sinking
fund payment date, Stated Maturity or Maturity, as the case may be, if payment
is made on such next succeeding Business Day or other day set out in such
Officer's Certificate or in any Series Supplement with respect to a series of
the Securities.

                  Section 1.14   NO RECOURSE AGAINST OTHERS. A director,
officer, employee or stockholder, as such, of the Issuer shall not have any
liability for any obligations of the Issuer under the Securities or this
Indenture or for any claim based on, in respect of or by


                                       14
<PAGE>

reason of such obligations or their creation. Each Securityholder, by accepting
a Security, waives and releases all such liability. Such waivers and releases
are part of the consideration for the issuance of the Securities.

                  Section 1.15   AGENT FOR SERVICE; SUBMISSION TO JURISDICTION;
WAIVER OF IMMUNITIES. By the execution and delivery of this Indenture, the
Issuer (i) acknowledges that it will, by separate written instrument, designate
and appoint Nexen Petroleum U.S.A. Inc., 12790 Merit Drive, Suite 800, LB 94,
Dallas, Texas 75251 (and any successor entity) as its authorized agent upon
which process may be served in any suit or proceeding arising out of or relating
to this Indenture or the Securities that may be instituted in any Federal or
state court in the State of New York, the City of New York, the Borough of
Manhattan, or brought under federal or state securities laws, and acknowledges
that Nexen Petroleum U.S.A. Inc. will accept such designation, (ii) submits to
the jurisdiction of any such court in any such suit or proceeding, and (iii)
agrees that service of process upon Nexen Petroleum U.S.A. Inc. and written
notice of said service to the Issuer in accordance with Section 1.05 shall be
deemed in every respect effective service of process upon the Issuer in any such
suit or proceeding.

                  To the extent that the Issuer 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, it
hereby irrevocably waives such immunity in respect of its obligations under the
above-referenced documents, to the extent permitted by law.

                  By the execution and delivery of this Indenture, the Trustee
(i) acknowledges that it will, by separate written instrument, designate and
appoint Deutsche Bank AG, Toronto Branch, 22 Bay Street, Suite 1100, Toronto,
Ontario, Canada M5K 1E7 (and any successor entity) as its authorized agent upon
which process may be served in any suit or proceeding arising out of or relating
to this Indenture or the Securities that may be instituted in any provincial
court in the Province of Ontario, or brought under Canadian federal or Canadian
provincial securities laws, and acknowledges that Deutsche Bank AG will accept
such designation, (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 Deutsche Bank AG and written notice of said service to the Trustee in
accordance with Section 1.05 shall be deemed in every respect effective service
of process upon the Trustee in any such suit or proceeding.

                  Section 1.16   JUDGMENT CURRENCY. The Issuer agrees, to the
fullest extent that it may effectively do so under applicable law, that (a) if
for the purpose of obtaining judgment in any court it is necessary to convert
the sum due in respect of the principal of, or premium, other amounts or
interest, if any, on the Securities of any series (the "REQUIRED CURRENCY") into
a currency in which a judgment will be rendered (the "JUDGMENT Currency"), the
rate of exchange used shall be the rate at which in accordance with normal
banking procedures the Trustee could purchase in The City of New York the
Required Currency with the Judgment Currency on the New York Banking Day
preceding that on which a final unappealable judgment is given and (b) its


                                       15
<PAGE>

obligations under this Indenture to make payments in the Required Currency (i)
shall not be discharged or satisfied by any tender, or any recovery pursuant to
any judgment (whether or not entered in accordance with subsection (a)), in any
currency other than the Required Currency, except to the extent that such tender
or recovery shall result in the actual receipt, by the payee, of the full amount
of the Required Currency expressed to be payable in respect of such payments,
(ii) shall be enforceable as an alternative or additional cause of action for
the purpose of recovering in the Required Currency the amount, if any, by which
such actual receipt shall fall short of the full amount of the Required Currency
so expressed to be payable and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture. For purposes of the
foregoing, "NEW YORK BANKING DAY" means any day except a Saturday, Sunday or a
legal holiday in The City of New York or a day on which banking institutions in
The City of New York are authorized or required by law or executive order to
close.

                  Section 1.17   COUNTERPARTS. This instrument 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 instrument.


                                   ARTICLE 2

                                 SECURITY FORMS

                  Section 2.01  FORMS GENERALLY. The Securities of each series
shall be in substantially the form as shall be established by or pursuant to a
Series Supplement, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or as may, consistently herewith, be
determined by the Officers executing such Securities, as evidenced by their
execution of the Securities. If the form of Securities of any series is
established by action taken pursuant to clause (i) or (ii) of the second
sentence of Section 3.01, a copy of such Board Resolution or an appropriate
record of such action shall be certified by the Secretary or an Assistant
Secretary of the Issuer and delivered to the Trustee at or prior to the delivery
of the Issuer Order contemplated by Section 3.03 or Section 3.04 for the
authentication and delivery of such Securities.

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


                                       16
<PAGE>

                  Section 2.02  FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.
The Trustee's certificate of authentication shall be in substantially 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 __________________________________
                                                            Authorized Signatory


                  Section 2.03   SECURITIES IN GLOBAL FORM. If Securities of or
within a series are issuable in whole or in part in global form, then any such
Security of such series may provide that it shall represent the aggregate or a
specified amount of the Outstanding Securities of such series from time to time
endorsed thereon and may also provide that the aggregate amount of Outstanding
Securities of such series represented thereby may from time to time be reduced
or increased to reflect exchanges. Any endorsement of a Security in global form
to reflect the amount, or any increase or decrease in the amount, or changes in
the rights of Holders, of Outstanding Securities represented thereby shall be
made in such manner and upon instructions given by such Person or Persons as
shall be specified therein or in the Issuer Order to be delivered to the Trustee
pursuant to Section 3.03 or Section 3.04. Subject to the provisions of Section
3.03 and, if applicable, Section 3.04, 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 Issuer Order. If
an Issuer Order pursuant to Section 3.03 or 3.04 has been, or simultaneously is,
delivered, any instructions by the Issuer with respect to endorsement or
delivery or redelivery of a Security in global form shall be in writing but need
not comply with Section 1.02 and need not be accompanied by an Opinion of
Counsel.

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

                  Notwithstanding the provisions of Sections 2.01 and 3.07,
unless otherwise specified as contemplated by Section 3.01, payment of principal
of and premium and other amounts, if any, and interest on any Security in
permanent global form shall be made to the Person or Persons specified therein.


                                       17
<PAGE>

                  Section 2.04   FORM OF LEGEND FOR THE SECURITIES IN GLOBAL
FORM. Any Security in global form authenticated and delivered hereunder shall
bear a legend in substantially the following form, or in such other form as may
be necessary or appropriate to reflect the arrangements with or to comply with
the requirements of any Depositary:

                  "THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING
                  OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
                  REGISTERED IN THE NAME OF THE DEPOSITARY OR A
                  NOMINEE OF THE DEPOSITARY. UNLESS AND UNTIL IT IS
                  EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
                  CERTIFICATED FORM IN THE LIMITED CIRCUMSTANCES
                  DESCRIBED IN THE INDENTURE, THIS SECURITY MAY NOT BE
                  TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
                  NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
                  DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF
                  THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH
                  NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF
                  SUCH SUCCESSOR DEPOSITARY."


                                   ARTICLE 3

                                 THE SECURITIES

                  Section 3.01   AMOUNT UNLIMITED; ISSUABLE IN SERIES. The
aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.

                  The Securities may be issued from time to time in one or more
series. Prior to the issuance of Securities of any series, there shall be
established in or pursuant to (i) a Board Resolution of the Issuer, (ii) actions
taken pursuant to a Board Resolution of the Issuer and (subject to Section 3.03)
set forth, or determined in the manner provided, in an Officer's Certificate
with respect to the Issuer, or (iii) one or more indentures supplemental hereto
(each of (i), (ii) and (iii), a "SERIES SUPPLEMENT"):

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

                            (2)   the purchase price, denomination and any limit
upon the aggregate principal amount of the Securities of the series which 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 Sections 3.04,
3.05, 3.06, 9.06 or 11.07);


                                       18
<PAGE>

                            (3)   the date or dates on which the principal of
and premium and other amounts, if any, on the Securities of the series is
payable or the method of determination thereof;

                            (4)   the rate or rates at which the Securities of
the series shall bear interest, if any, or the method of calculating such rate
or rates of interest, the method of payment of interest (in particular, whether
the interest will be paid in kind or otherwise), 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 any such interest shall be
payable and the Regular Record Date, if any, for the interest payable on any
Interest Payment Date;

                            (5)   the place or places where, subject to the
provisions of Section 10.02, the principal of, premium and other amounts, if
any, and interest, if any, on Securities of the series shall be payable;

                            (6)   the place or places where the Securities may
be exchanged or transferred and notices and demands to or upon the Issuer in
respect of the Securities and this Indenture may be served;

                            (7)   the period or periods within which, the price
or prices at which, the currency or currencies (including currency unit or
units) in which, and the other terms and conditions upon which Securities of the
series may be redeemed, in whole or in part, at the option of the Issuer, and,
if other than as provided in Section 11.03, the manner in which the particular
Securities of such series (if less than all Securities of such series are to be
redeemed) are to be selected for redemption;

                            (8)   the obligation, if any, of the Issuer to
redeem, repay or purchase Securities of the series in whole or in part pursuant
to any sinking fund or analogous provisions or upon the happening of a specified
event, passage of time, or at the option of a Holder thereof and the period or
periods within which, the price or prices at which, and the other terms and
conditions upon which Securities of the series shall be redeemed or purchased,
in whole or in part, pursuant to such obligation;

                            (9)   if other than denominations of $1,000 and any
integral multiple thereof, the denominations in which Securities of the series
shall be issuable;

                            (10)  if other than U.S. dollars, the currency or
currencies (including currency unit or units) in which payments of principal of,
premium and other amounts, if any, and interest on the Securities of the series
shall or may by payable, or in which the Securities of the series shall be
denominated, and the particular provisions applicable thereto;

                            (11)  if the payments of principal of, premium and
other amounts, if any, or interest on the Securities of the series are to be
made, at the election of the Issuer or a Holder, in a currency or currencies
(including currency unit or units) other than that in which such Securities are
denominated or designated to be


                                       19
<PAGE>

payable, the currency or currencies (including currency unit or units) in which
such payments are to be made, the terms and conditions of such payments and the
manner in which the exchange rate with respect to such payments shall be
determined, and the particular provisions applicable thereto;

                            (12)  if the amount of payments of principal of,
premium and other amounts, if any, and interest on the Securities of the series
shall be determined with reference to an index, formula or other method (which
index, formula or method may be based, without limitation, on a currency or
currencies (including currency unit or units) other than that in which the
Securities of the series are denominated or designated to be payable), the
index, formula or other method by which such amounts shall be determined;

                            (13)  if other than the full principal amount
thereof, the portion of the principal amount of Securities of the series which
shall be payable upon declaration of acceleration of the Maturity thereof
pursuant to Section 5.02 or the method by which such portion shall be
determined;

                            (14)  any modifications of or additions to the
Events of Default or the covenants of the Issuer set forth herein with respect
to Securities of the series; and whether and the conditions under which the
Holders of the Securities of the series may waive any such Event of Default or
compliance with any such covenant relating to the Securities of such series;

                            (15)  if either or both of Section 13.02 and Section
13.03 shall be inapplicable, in whole or in part, to the Securities of the
series (PROVIDED that if no such inapplicability shall be specified, then both
Section 13.02 and Section 13.03 shall be applicable to the Securities of the
series); and any modification to either such section as it relates to such
series of Securities;

                            (16)  if other than the Trustee, the identity of the
Registrar and any Paying Agent;

                            (17)  if the Securities of the series shall be
issued in whole or in part in global form, (i) the Depositary for such global
Securities, (ii) the form of any legend in addition to or in lieu of that in
Section 2.04 which shall be borne by such global Security, (iii) whether
beneficial owners of interests in any Securities of the series in global form
may exchange such interests for certificated Securities of such series and of
like tenor of any authorized form and denomination, and (iv) if other than as
provided in Section 3.05, the circumstances under which any such exchange may
occur;

                            (18)  if the Holders of the Securities of the series
may convert or exchange the Securities of the series into or for securities of
the Issuer or of other entities or other property (or the cash value thereof),
the specific terms of and period during which such conversion or exchange may be
made;

                                       20
<PAGE>

                            (19)  any provisions for the satisfaction and
discharge of the Securities of the series, including provisions in addition to
or modifying the provisions of Article 4 as they pertain to Securities of the
series;

                            (20)  if the Securities of that series do not bear
interest, the applicable dates for purposes of Section 7.01;

                            (21)  any agents for the series, including trustees,
depositories, authenticating, conversion, calculation or paying agents, transfer
agents or registrars;

                            (22)  the subordination of the Securities of such
series to other indebtedness of the Issuer, including without limitation, the
Securities of any other series; and

                            (23)  any other terms of the series, including any
terms which may be required by or advisable under the laws of the United States
of America or regulations thereunder or advisable (as determined by the Issuer)
in connection with the marketing of Securities of the series.

                  All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided by
(i) a Board Resolution of the Issuer, (ii) actions taken pursuant to a Board
Resolution of the Issuer and (subject to Section 3.03) set forth, or determined
in the manner provided, in an Officer's Certificate or (iii) any such indenture
supplemental hereto. 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.

                  If any of the terms of the Securities of any series are
established by action taken pursuant to clause (i) or (ii) of the first sentence
of the preceding paragraph, a copy of such Board Resolution or an appropriate
record of such action shall be certified by the Secretary or an Assistant
Secretary of the Issuer and delivered to the Trustee at or prior to the delivery
of the corresponding Officer's Certificate setting forth, or providing the
manner for determining, the terms of the Securities of such series, and an
appropriate record of any action taken pursuant thereto in connection with the
issuance of any Securities of such series shall be delivered to the Trustee
prior to the authentication and delivery thereof. Prior to the delivery of a
Security of any series in any such form to the Trustee for the Securities of
such series for authentication, the Issuer shall deliver to such Trustee an
Officer's Certificate of the Issuer dated the date such Certificate is delivered
to such Trustee stating that all conditions precedent provided for in this
Indenture relating to the authentication and delivery of Securities in such
forms have been complied with.

                  Section 3.02   DENOMINATIONS. The Securities of each series
shall be issuable in registered form without coupons in such denominations as
shall be specified as contemplated by Section 3.01. In the absence of any such
provisions with respect to the Securities of any series, the Securities of such
series shall be issuable in denominations of $1,000 and any integral multiple
thereof.


                                       21
<PAGE>

                  Section 3.03   EXECUTION, AUTHENTICATION, DELIVERY AND DATING.
The Securities shall be executed on behalf of the Issuer by its Designated
Officer. The signature of the Designated Officer on the Securities may be manual
or facsimile. Typographical and other minor errors or defects in any such
reproduction of the seal or any such signature shall not affect the validity or
enforceability of any Security that has been duly authenticated and delivered by
the Trustee.

                  Securities bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Issuer shall bind
the Issuer, 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.

                  At any time and from time to time after the execution and
delivery of this Indenture, the Issuer may deliver Securities of any series
executed by the Issuer to the Trustee for authentication, together with an
Issuer Order for the authentication and delivery of such Securities, and the
Trustee in accordance with the Issuer Order shall authenticate and make such
Securities available for delivery. If the form or terms of the Securities of the
series have been established in or pursuant to one or more Board Resolutions as
permitted by Sections 2.01 and 3.01, 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
Sections 315(a) through (d) of the Trust Indenture Act) shall be fully protected
in relying upon, an Opinion of Counsel stating (subject to customary
assumptions, conditions and exceptions):

                  (a)   if the terms of such Securities have been established by
or pursuant to a Board Resolution as permitted by Section 3.01, that such terms
have been established in conformity with the provisions of this Indenture; and

                  (b)   that such Securities, when authenticated and delivered
by the Trustee and issued by the Issuer in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid and
legally binding obligations of the Issuer, enforceable in accordance with their
terms, except to the extent enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and
other similar laws affecting the enforcement of creditors' rights generally and
by the effect of general principles of equity (regardless of whether
enforceability is considered in a proceeding in equity or at law).

                  If such terms have been so established, the Trustee shall not
be required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will 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, or in the written opinion of
counsel to the Trustee (which counsel may be an employee of the Trustee) such
authentication may not lawfully be made or would involve the Trustee in personal
liability.


                                       22
<PAGE>

                  Notwithstanding the provisions of Section 3.01 and of the
immediately preceding paragraph, if all Securities of a series are not to be
originally issued at one time, it shall not be necessary to deliver the Board
Resolution and the Officer's Certificate otherwise required pursuant to Section
3.01 or the Issuer Order and Opinion of Counsel otherwise required pursuant to
the second preceding paragraph at or prior to the time of authentication of each
Security of such series if such documents are delivered at or prior to the
authentication upon original issuance of the first Security of such series to be
issued.

                  If the Issuer shall establish pursuant to Section 3.01 that
the Securities of a series are to be issued in whole or in part in the form of
one or more global Securities, then the Issuer shall execute and the Trustee
shall, in accordance with this Section and the Issuer Order with respect to the
authentication and delivery of such series, authenticate and deliver one or more
Securities of such series in global form that (i) shall be in an aggregate
amount equal to the aggregate principal amount of the Outstanding Securities of
such series to be represented by such Security or Securities in global form,
(ii) shall be registered in the name of the Depositary for such Security or
Securities in global form or its nominee, and (iii) shall be made available for
delivery by the Trustee to such Depositary or pursuant to such Depositary's
instruction.

                  If all the Securities of any one series are not to be issued
at one time and if a Board Resolution relating to such Securities shall so
permit, such Issuer Order may set forth procedures acceptable to the Trustee for
the issuance of such Securities, including, without limitation, procedures with
respect to interest rate, Stated Maturity, date of issuance and date from which
interest, if any, shall accrue.

                  Unless otherwise provided for in the form of Security, each
Security shall be dated the date of its authentication.

                  No Security shall be entitled to any benefits under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Security a certificate of authentication substantially in the form provided for
herein executed by the Trustee or an Authenticating Agent by manual signature,
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 Issuer,
and the Issuer shall deliver such Security to the Trustee for cancellation as
provided in Section 3.09 together with a written statement (which need not
comply with Section 1.02 and need not be accompanied by an Opinion of Counsel)
stating that such Security has never been issued and sold by the Issuer, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall not be entitled to the benefits
of this Indenture.

                  In case any Securities shall have been authenticated, but not
delivered, by the Trustee or the Authenticating Agent for such series then in
office, any successor


                                       23
<PAGE>

by merger, conversion or consolidation to such Trustee, or any successor
Authenticating Agent, as the case may be, may adopt such authentication and
deliver the Securities so authenticated with the same effect as if such
successor Trustee or successor Authenticating Agent had itself authenticated
such Securities.

                  Each Depositary designated pursuant to Section 3.01 for a
Security in global form must, at the time of its designation and at all times
while it serves as Depositary, be a clearing agency registered under the
Exchange Act and any other applicable statute or regulation.

                  Section 3.04   TEMPORARY SECURITIES. Pending the preparation
of definitive Securities of any series, the Issuer may execute, and upon an
Issuer Order the Trustee shall authenticate and make available for delivery,
temporary Securities of such series which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
with like terms and conditions as the definitive Securities in lieu of which
they are issued and with such appropriate insertions, omissions, substitutions
and other variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities.

                  In the case of Securities of any series, such temporary
Securities may be in global form, representing all or a portion of the
Outstanding Securities of such series.

                  Except in the case of temporary Securities in global form
(which shall be exchanged in accordance with the provisions thereof), if
temporary Securities of any series are issued, the Issuer will cause definitive
Securities of that series to be prepared without unreasonable delay. After the
preparation of definitive Securities of such series, the temporary Securities of
such series shall be exchangeable for definitive Securities of such series upon
surrender of the temporary Securities of such series at the office or agency of
the Issuer 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, the Issuer shall execute and the Trustee shall authenticate and make
available for delivery in exchange therefor a like principal amount of
definitive Securities of the same series of authorized denominations and of like
terms and conditions. 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.

                  Section 3.05    REGISTRATION, REGISTRATION OF TRANSFER AND
EXCHANGE. The Issuer shall cause to be kept at the Corporate Trust Office of the
Trustee or in any office or agency to be maintained by the Issuer in accordance
with Section 10.02 in a Place of Payment a register (the register maintained in
such office and in any other office or agency of the Issuer 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 prescribe,
the Issuer shall provide for the registration of Securities and of registration
of transfers of Securities. The Trustee is hereby appointed "SECURITY REGISTRAR"
for the purpose of registering Securities and transfers of Securities as herein
provided.


                                       24
<PAGE>

                  Upon surrender for registration of transfer of any Security of
any series at the office or agency of the Issuer in a Place of Payment for that
series, the Issuer shall execute, and the Trustee shall authenticate and make
available for delivery, in the name of the designated transferee or transferees,
one or more new Securities of the same series, of any authorized denominations
and of a like aggregate principal amount and Stated Maturity and with like terms
and conditions.

                  At the option of the Holder, Securities of any series (except
a Security in global form) may be exchanged for other Securities of the same
series, of any authorized denominations and of a like aggregate principal amount
and Stated Maturity and with like terms and conditions, upon surrender of the
Securities to be exchanged at such office or agency. Whenever any Securities are
so surrendered for exchange, the Issuer shall execute, and the Trustee shall
authenticate and make available for delivery, the Securities which the Holder
making the exchange is entitled to receive.

                  Each Security issued in global form authenticated under this
Indenture shall be registered in the name of the Depositary designated for such
series or a nominee thereof and delivered to such Depositary or a nominee
thereof or custodian therefor, and each such Security issued in global form
shall constitute a single Security for all purposes of this Indenture.

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

                  If at any time the Depositary for the Securities of a series
notifies the Issuer that it is unwilling or unable to continue as Depositary for
the Securities of such series or if at any time the Depositary for the
Securities of such series shall no longer be eligible to perform such duties,
the Issuer shall appoint a successor Depositary with respect to the Securities
of such series. If (i) a successor Depositary for the Securities of such series
is not appointed by the Issuer within 90 days after the Issuer receives such
notice or becomes aware of such ineligibility, (ii) the Issuer delivers to the
Trustee for the Securities of such series in registered form an Issuer Order
stating that the Securities of such series shall be exchangeable, or (iii) an
Event of Default under Section 5.01 hereof has occurred and is continuing with
respect to the Securities of such series, then the Issuer's selection pursuant
to Section 3.01(17) shall no longer be effective with respect to the Securities
of such series, and the Issuer shall execute, and the Trustee, upon receipt of
an Issuer Order for the authentication and delivery of certificated Securities
of such series of like tenor and like terms and conditions, shall authenticate
and deliver Securities of such series of like tenor and with like terms and
conditions in certificated form, in authorized denominations and in an aggregate
principal amount equal to the principal


                                       25
<PAGE>

amount of the Security or Securities of such series of like tenor and like terms
and conditions in global form in exchange for such Security or Securities in
global form.

                  The Issuer may at any time in its sole discretion determine
that Securities issued in global form shall no longer be represented by such a
Security or Securities in global form. In such event the Issuer shall execute,
and the Trustee, upon receipt of an Issuer Order for the authentication and
delivery of certificated Securities of such series of like tenor and like terms
and conditions, shall authenticate and deliver, Securities of such series of
like tenor and like terms and conditions in certificated form, in authorized
denominations and in an aggregate principal amount equal to the principal amount
of the Security or Securities of such series of like tenor and like terms and
conditions in global form in exchange for such Security or Securities in global
form.
                  If specified by the Issuer pursuant to Section 3.01 with
respect to a series of Securities, the Depositary for such series may surrender
a Security in global form of such series in exchange in whole or in part for
Securities of such series in certificated form on such terms as are acceptable
to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the
Trustee shall authenticate and deliver, without service charge, but subject to
Section 6.07,

                            (i)   to each Person specified by such Depositary a
new certified Security or Securities of the same series of like tenor and like
terms and conditions, of any authorized denomination as requested by such Person
in aggregate principal amount equal to and in exchange for such Person's
beneficial interest in the Security in global form; and

                            (ii)  to such Depositary a new Security in global
form of like tenor and like terms and conditions in a denomination equal to the
difference, if any, between the principal amount of the surrendered Security in
global form and the aggregate principal amount of certificated Securities
delivered to Holders thereof.

                  Upon the exchange of a Security in global form for Securities
in certificated form, such Security in global form shall be canceled by the
Trustee. Securities issued in exchange for a Security in global form pursuant to
this Section shall be registered in such names and in such authorized
denominations as the Depositary for such Security in global form, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Securities to the Persons
in whose names such Securities are so registered.

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

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


                                       26
<PAGE>

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

                  Unless otherwise provided in the Securities to be transferred
or exchanged, no service charge shall be made for any registration of transfer
or exchange of Securities, but the Issuer or the Trustee may require payment of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not
involving any transfer.

                  In the event of any redemption of any series, the Issuer shall
not be required to (i) issue, register the transfer of or exchange the
Securities of any series during a period beginning 15 days before the mailing of
a notice of redemption of Securities of that series to be redeemed or, with
respect to which a Holder has exercised an option to require repurchase of the
Security prior to the Stated Maturity thereof, and ending on the date of the
mailing; or (ii) register the transfer of or exchange any Security, or portion
thereof, called for redemption or, with respect to which a Holder has exercised
an option to require repurchase of the Security, prior to the Stated Maturity
thereof, except the unredeemed portion or portion not being repurchased of any
Security being redeemed or repurchased in part.

                  The foregoing provisions relating to registration, transfer
and exchange may be modified, supplemented or superseded with respect to any
series of Securities by the Series Supplement for such series.

                  Section 3.06   MUTILATED, DESTROYED, LOST AND STOLEN
SECURITIES. If (i) any mutilated Security is surrendered to the Trustee for such
Security or the Issuer and the Trustee for a Security receive evidence to their
satisfaction of the destruction, loss or theft of any Security and (ii) there is
delivered to the Issuer, the Paying Agent and such Trustee such security or
indemnity as may be required by them to hold each of them and any agent of
either of them harmless, then, in the absence of notice to the Issuer or any
Responsible Officer of such Trustee that such Security has been acquired by a
BONA FIDE purchaser, the Issuer shall execute and upon its request such Trustee
shall authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security or in exchange for such mutilated Security, a new Security of the same
series and in a like principal amount and of a like Stated Maturity and with
like terms and conditions, and bearing a number not contemporaneously
outstanding.

                  In case any such mutilated, destroyed, lost or stolen Security
has become or is about to become due and payable, the Issuer in its discretion
may, instead of issuing a new Security, pay such Security.

                  Upon the issuance of any new Security under this Section, the
Issuer may require the payment of a sum sufficient to cover any tax or other
governmental charge


                                       27
<PAGE>

that may be imposed in relation thereto and any other expenses (including the
fees and expenses of the Trustee) connected therewith.

                  Every new Security of any series issued pursuant to this
Section in lieu of any destroyed, lost or stolen Security shall constitute an
original additional contractual obligation of the Issuer, whether or not the
destroyed, lost or stolen Security shall be at any time enforceable by anyone,
and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of that series duly issued
hereunder.

                  The provisions of this Section 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.

                  Section 3.07   PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.
Interest on any 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 that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest.

                  Any interest on any Security of any series which is payable,
but is not punctually paid or duly provided for, on any Interest Payment Date
(herein called "DEFAULTED INTEREST") 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 may be paid by the Issuer, at its election in each
case, as provided in Clause (1) or (2) below:

                  (1)   The Issuer may elect to make payment of any Defaulted
Interest to the Persons in whose names the 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 Issuer shall notify the Trustee in writing of
the amount of Defaulted Interest proposed to be paid on each Security of such
series and the date of the proposed payment (which shall be not less than 25
days after the receipt by the Trustee of such notice, unless such Trustee shall
consent to an earlier date), and at the same time the Issuer shall deposit with
the Trustee an amount of money in Applicable Currency equal to the aggregate
amount proposed to be paid in respect of such Defaulted Interest or shall make
arrangements reasonably satisfactory to the Trustee for such deposit prior to
the date of the proposed payment, such money when deposited to be held in trust
for the benefit of the Persons entitled to such Defaulted Interest as in this
Clause provided. Thereupon the 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 Issuer of such Special Record Date and, in the
name and at the reasonable expense of the Issuer, shall cause notice of the
proposed payment of such Defaulted Interest and the Special Record Date therefor
to be mailed, first-class postage prepaid, to each Holder of Securities of such
series at his


                                       28
<PAGE>

address as it appears in the Security Register, not less than 10 days prior to
such Special Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been so mailed, such
Defaulted Interest shall be paid to the Persons in whose names the Securities of
such series (or their respective Predecessor Securities) are registered at the
close of business on such Special Record Date and shall no longer be payable
pursuant to the following Clause (2).

                  (2)   The Issuer may make payment of any Defaulted Interest on
the 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 Issuer to the Trustee of the proposed payment pursuant to
this Clause (2), such manner of payment shall be deemed practicable by the
Trustee.

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

                  Section 3.08   PERSONS DEEMED OWNERS. Prior to due presentment
of a Security for registration of transfer, the Issuer, the Trustee and any
agent of the Issuer or the Trustee may treat the Person in whose name such
Security is registered as the owner of such Security for the purpose of
receiving payment of principal of, premium and other amounts, if any, and
(subject to Sections 3.05 and 3.07) interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Issuer, the Trustee nor any agent of the Issuer or the Trustee shall be affected
by notice to the contrary.

                  None of the Issuer, the Trustee or any agent of the Issuer or
the Trustee shall have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership interest
of a Security in global form, or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interest. Notwithstanding anything
to the contrary in this Indenture, the Depositary or its nominee, as Holder of a
Security in global form, may grant proxies and otherwise authorize any Person
(including owners of beneficial interests in the Securities) to take any action
that the Depositary or its nominee, as Holder of a Security in global form, is
entitled to take under this Indenture or the Securities, provided further that
with respect to any Security in global form, nothing herein shall prevent the
Issuer or the Trustee or any agent of the Issuer or the Trustee, from giving
effect to any written certification, proxy or other authorization furnished by
any Depositary (or its nominee), as a Holder, with respect to such Security in
global form or impair, as between such Depositary and owners of beneficial
interests in such Security in global form, the operation of customary practices
governing the exercise of the right of such Depositary (or its nominee) as
holder of such Security in global form.

                  Section 3.09   CANCELLATION. All Securities surrendered for
payment, redemption, registration of transfer or exchange or for credit against
any sinking fund


                                       29
<PAGE>

payment shall, if surrendered to any Person other than the Trustee, be delivered
to the Trustee and shall be promptly canceled by it. The Issuer may at any time
deliver to the Trustee for cancellation any Securities previously authenticated
and delivered hereunder which the Issuer may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly canceled by the
Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities canceled as provided in this Section, except as expressly permitted
by this Indenture. All canceled Securities shall be held by the Trustee and may
be destroyed (and, if so destroyed, certification of their destruction shall be
delivered to the Issuer, unless, by an Issuer Order, the Issuer shall direct
that canceled Securities be returned to them).

                  Section 3.10   COMPUTATION OF INTEREST. Except as otherwise
specified as contemplated by Section 3.01 for Securities of any series, interest
on the Securities of each series shall be computed on the basis of a 360-day
year of twelve 30-day months. For the purpose of disclosure under the INTEREST
ACT (Canada) only, each rate of interest which is calculated with reference to a
period (the "deemed interest period") that is less than the actual number of
days in the calendar year of calculation is equivalent to a rate based on a
calendar year calculated by multiplying such rate of interest by the actual
number of days in the calendar year of calculation and dividing by the number of
days in the deemed interest period.

                  Section 3.11   CUSIP NUMBER. The Issuer in issuing Securities
of any series may use a "CUSIP" number, and if so, the Trustee may use the CUSIP
number in notices of redemption or exchange or other correspondence with holders
as a convenience to Holders of such series; PROVIDED, that any such notice may
state that no representation is made as to the correctness or accuracy of the
CUSIP number printed on the notice or on the Securities of such series, and that
reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Issuer will promptly notify the Trustee of any
change in the CUSIP number of any series of Securities.

                  Section 3.12   WIRE TRANSFERS. Notwithstanding any other
provision to the contrary in this Indenture, the Issuer may make any payment of
moneys required to be deposited with the Trustee on account of principal of, or
premium and other amounts, if any, or interest on the Securities (whether
pursuant to optional or mandatory redemption payments, interest payments or
otherwise) by wire transfer of immediately available funds to an account
designated by the Trustee on or before the date and time such moneys are to be
paid to the Holders of the Securities in accordance with the terms hereof.


                                   ARTICLE 4

                           SATISFACTION AND DISCHARGE

                  Section 4.01   SATISFACTION AND DISCHARGE OF INDENTURE.

                  (a)   This Indenture shall cease to be of further effect with
respect to a series of Securities when the Trustee, upon Issuer Request and at
the expense of the Issuer, shall


                                       30
<PAGE>

execute proper instruments acknowledging satisfaction and discharge of this
Indenture, when

                        (1)   either (a) all Securities of such series
theretofore authenticated and delivered (other than (i) Securities which have
been destroyed, lost or stolen and which have been replaced or paid as provided
in Section 3.06 and (ii) Securities for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Issuer and thereafter
repaid to the Issuer or discharged from such trust, as provided in Section
10.04) have been delivered to the Trustee for cancellation; or (b) all such
Securities not theretofore delivered to the Trustee for cancellation (i) have
become due and payable, or (ii) will become due and payable at their Stated
Maturity within one year, or (iii) have been called for redemption within one
year under arrangements reasonably satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the reasonable expense,
of the Issuer, and the Issuer, in the case of (b)(i), (ii) or (iii) above, has
irrevocably deposited with the Trustee as trust funds in trust for the purpose
cash in the Applicable Currency or, in the case of a series of Securities
payable in dollars, U.S. Government Obligations in an amount certified to be
sufficient to pay and discharge the entire indebtedness on such Securities not
theretofore delivered to the Trustee for cancellation, for principal, premium
and other amounts, if any, and interest to the date of such deposit (in the case
of Securities which have become due and payable) or the Stated Maturity or
Redemption Date, as the case may be;

                        (2)   the Issuer has paid or caused to be paid all other
sums payable hereunder by the Issuer and has delivered irrevocable instructions
to the Trustee to apply the deposited amounts to the payment of such Securities
at Stated Maturity or redemption, as applicable;

                        (3)   no Default or Event of Default with respect to
this Indenture or the Securities shall have occurred on the date of deposit and
such deposit will not result in a breach or violation of, or constitute a
default under, any other instruments to which any Issuer is a party or to which
it is bound;

                        (4)   the Issuer has delivered to the Trustee an
Officer's Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for herein relating to the satisfaction and
discharge of this Indenture with respect to such Securities have been complied
with; and

                        (5)   no event or condition shall exist on the date of
such deposit that, pursuant to the provisions of Section 14.02 or 14.03, would
prevent the Issuer from making payments of the principal of or interest on the
Securities of such series on the date of such deposit.

                  (b)   Notwithstanding the satisfaction and discharge of this
Indenture with respect to a series of Securities:


                                       31
<PAGE>

                        (i)   Until no notes of such series of Securities are
outstanding, (1) the obligations of the Issuer to any Authenticating Agent under
Section 6.14, (2) if money shall have been deposited with the Trustee pursuant
to clause (a)(1)(b) of this Section, the obligations of the Trustee and any
Paying Agent under Section 4.02 and the last paragraph of Section 10.04 and (3)
the obligations of the Issuer under this Article 4, Sections 3.03, 3.05, 3.06,
3.07, 7.01, 7.02, 10.01, 10.02 and the last paragraph of Section 10.04 shall
survive, in each case, with respect to such series of Securities.

                        (ii)  After no notes of such series of Securities are
outstanding, (1) the obligations of the Issuer to the Trustee under Section 6.07
and (2) the obligations of the Issuer under this Article 4 shall survive.

                  Section 4.02   APPLICATION OF TRUST MONEY. Subject to the
provisions of the last paragraph of Section 10.04, all money deposited with the
Trustee pursuant to Section 4.01 shall be held in trust and applied by it, in
accordance with the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Issuer
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium and other amounts, if any) and
interest for whose payment such money has been deposited with or received by the
Trustee, but such money need not be segregated from other funds except to the
extent required by law.

                  Section 4.03   REINSTATEMENT. If the Trustee or Paying Agent
is unable to apply any cash in accordance with this Article 4 by reason of any
legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Issuer's obligations under this Indenture and the Securities
shall be revived and reinstated as though no deposit had occurred pursuant to
Article 4 until such time as the Trustee or Paying Agent is permitted to apply
all such cash in accordance with Article 4; PROVIDED, HOWEVER, that if the
Issuer has made any payment of interest on, premium and other amounts, if any,
principal or other amounts, if any, of any Securities because of the
reinstatement of its obligations, the Issuer shall be subrogated to the rights
of the Holders of such Securities to receive such payment from the money held by
the trustee or Paying Agent.

                  Section 4.04   APPLICATION TO A SPECIFIC SERIES OF SECURITIES.
The Issuer may elect to satisfy and discharge its obligations with respect to a
specific series of Securities under the Indenture by complying with the terms of
Article 4. If the Issuer makes such election, (a) the terms of Section 4.01,
4.02 and 4.03 shall apply only to the specific series of Securities and the
terms of the Indenture as it relates to such series of Securities and (b) the
other Securities issued hereunder and the Indenture as it relates to such other
Securities shall remain in full force and effect.


                                       32
<PAGE>

                                   ARTICLE 5

                                    REMEDIES

                  Section 5.01   EVENTS OF DEFAULT. Except as otherwise
specified as contemplated by Section 3.01 for Securities of a series, "EVENT OF
DEFAULT," wherever used herein with respect to Securities of any series, means
any one of the following events (whatever the reason for such Event of Default
and whether it shall be voluntary or involuntary or to be effected by reason of
Article 14 hereof or 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):

                  (1)    the Issuer defaults in the payment of interest on any
Security of that series when such interest becomes due and payable and the
default continues for a period of 30 days; PROVIDED, HOWEVER, that a valid
extension by the Issuer of an interest payment period for the Securities of such
series in accordance with the terms of the Series Supplement of such Series
shall not constitute a default in the payment of interest for this purpose;

                  (2)   the Issuer defaults in the payment of the principal of,
or premium or other amounts, if any, on any Security of that series when the
same becomes due and payable at Maturity or on redemption or otherwise;

                  (3)   the Issuer fails to deposit any sinking fund payment
after it becomes due by the terms of a Security of that series;

                  (4)   the Issuer fails to observe or perform any of its other
covenants, agreements or warranties in the Securities of that series or this
Indenture (other than a covenant, agreement or warranty a default in whose
performance or whose breach is elsewhere in this Section specifically dealt with
or which has expressly been included in this Indenture solely for the benefit of
a series of Securities other than that series), and the failure to observe or
perform continues for the period and after the notice specified in the last
paragraph of this Section;

                  (5)   the Issuer pursuant to or within the meaning of any
Bankruptcy Law (a) commences a voluntary case or proceeding under any Bankruptcy
Law with respect to itself, (b) consents to the entry of a judgment, decree or
order for relief against it in an involuntary case or proceeding under any
Bankruptcy Law, (c) consents to or acquiesces in the institution of bankruptcy
or insolvency proceedings against it, (d) applies for, consents to or acquiesces
in the appointment of or taking possession by a Custodian of it or for all or
substantially all of the property of the Issuer, (e) makes a general assignment
for the benefit of its creditors, (f) admits in writing to an inability to pay
its debts as they become due or (g) takes any corporate action in furtherance of
or to facilitate, conditionally or otherwise, any of the foregoing;

                  (6)   (i) a court of competent jurisdiction enters a
judgment, decree or order for relief in an involuntary case or proceeding under
any Bankruptcy Law which


                                       33
<PAGE>

shall (a) approve as properly filed a petition seeking reorganization,
arrangement, adjustment or composition in respect of the Issuer, (b) appoint a
Custodian of the Issuer for all or substantially all of the property of the
Issuer, or (c) order the winding-up or liquidation of affairs of the Issuer, and
such judgment, decree or order shall remain unstayed and in effect for a period
of 60 consecutive days; or (ii) any bankruptcy or insolvency petition or
application is filed, or any bankruptcy or insolvency proceeding is commenced,
against the Issuer and such petition, application or proceeding is not dismissed
within 60 days; or (iii) a warrant of attachment is issued against any material
portion of the property of the Issuer which is not released within 60 days of
service; or (iv) a court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that is for relief in an involuntary case against the
Issuer; or

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

                  A Default under clause (4) above is not an Event of Default
until the Trustee or the Holders of at least 25% in aggregate principal amount
of the Outstanding Securities of that series notify the Issuer of the Default
and the Issuer does not cure the Default within 60 days after receipt of the
notice. The notice must specify the Default, demand that it be remedied and
state that the notice is a "Notice of Default". When a Default under clause (4)
above is cured within such 60-day period, it ceases to be a Default. The Trustee
shall not be charged with knowledge of any default or Event of Default unless a
Responsible Officer of the Trustee shall have actual knowledge or the Trustee
receives written notice of the same.

                  Section 5.02   ACCELERATION OF MATURITY; RESCISSION AND
ANNULMENT. If an Event of Default with respect to Securities of any series
(other than an Event of Default specified in clause (5) or (6) of Section 5.01)
occurs and is continuing, the Trustee by notice in writing to the Issuer, or the
Holders of at least 25% in aggregate principal amount of the Securities of that
series then Outstanding by notice in writing to the Issuer and the Trustee, may
declare the unpaid principal of and interest accrued thereon to the date of
acceleration and premium and other amounts, if any, thereon (or, if the
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of that series) on all
the Securities of that series then Outstanding to be due and payable immediately
and, upon any such declaration, all the Securities of that series then
Outstanding (or specified principal amount) shall become and be immediately due
and payable.

                  If an Event of Default specified in clause (5) or (6) of
Section 5.01 occurs, all unpaid principal of, interest, premium and other
amounts, if any, accrued on all the Securities of that series then Outstanding
shall ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder of any
Security of that series.

                  Upon payment of all such principal of, interest, premium, if
any, and other amounts, all of the Issuer's obligations under the Securities of
that series and (upon


                                       34
<PAGE>

payment of the Securities of all series) this Indenture shall terminate, except
the obligations of the Issuer under Section 6.07.

                  At any time after a declaration of acceleration of Maturity
with respect to Securities of any series has been made and before a judgment or
decree for payment of the money due has been obtained by the Trustee as
hereinafter in this Article provided, the Holders of a majority in principal
amount of the Outstanding Securities of that series by notice to the Trustee may
rescind an acceleration and its consequences (except with respect to non-payment
of principal, premium, interest or other amounts, if any) if (i) all existing
Events of Default, other than the nonpayment of the principal of the Securities
of that series that has become due solely by such declaration of acceleration,
have been cured or waived as PROVIDED herein; PROVIDED that no such rescission
shall affect any subsequent Default or Event of Default or impair any right
consequent thereon, (ii) the Issuer has paid or deposited with the Trustee a sum
sufficient to pay in Applicable Currency: (A) all overdue interest on all
Securities of that series, (B) to the extent payment thereof is lawful, the
principal of (and premium and other amounts, if any, on) any Securities of that
series which have become due otherwise than by such declaration of acceleration
and interest thereon from the date such principal became due at a rate per annum
equal to the rate borne by the Securities of such series (or, in the case of
Original Issue Discount Securities, the Securities' yield to maturity) and (C)
to the extent the payment of such interest is lawful, interest at a rate per
annum equal to the rate borne by the Securities of such series (or, in the case
of an Original Issue Discount Security, the Securities' annual bond-equivalent
yield to maturity) on overdue installments of interest and overdue principal
that has become due otherwise than by such declaration of acceleration have been
paid, (iii) the rescission would not conflict with any judgment or decree of a
court of competent jurisdiction and (iv) all payments due to the Trustee and any
predecessor Trustee under Section 6.07 have been made.

                  Section 5.03   COLLECTION OF INDEBTEDNESS AND SUITS FOR
ENFORCEMENT BY TRUSTEE.  The Issuer covenants that if:

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

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

                  (3)   default is made in the payment of any sinking or
analogous obligation when the same becomes due by the terms of the Securities of
any series, and any such default continues for any period of grace provided with
respect to the Securities of such series,

the Issuer will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal (and premium


                                       35
<PAGE>

and other amounts, if any) and interest and, to the extent that payment of such
interest shall be legally enforceable, interest on any overdue principal (and
premium and other amounts, if any) and on any overdue interest, at the rate or
rates prescribed therefor in such Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

                  If the Issuer fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and 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 Issuer 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 Issuer or any other obligor upon such
Securities, wherever situated.

                  If an Event of Default with respect to Securities of any
series 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 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 secure any other proper remedy.

                  Section 5.04   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 Issuer or any other obligor upon the Securities or
the property of the Issuer or of such other obligor or its 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 Issuer for
the payment of overdue principal or interest) shall be entitled and empowered,
by intervention in such proceeding or otherwise,

                  (i)   to file and prove a claim for the whole amount of
principal (and premium and other amounts, if any) and interest 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 agent and counsel) and of the Holders allowed in such
judicial proceedings,

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

                  (iii) unless prohibited by law of applicable regulations, to
vote on behalf of the Holders of the Securities of such series in any election
of a trustee in bankruptcy or other person performing similar functions; 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


                                       36
<PAGE>

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, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section
6.07.

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

                  Section 5.05   TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION
OF SECURITIES. All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities 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 in respect of which such
judgment has been recovered.

                  Section 5.06   APPLICATION OF MONEY COLLECTED. Any money
collected by the Trustee pursuant to this Article in respect of the Securities
of any series 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, premium or other amounts, if any, or interest, upon presentation
of the Securities in respect of which moneys have been collected 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 6.07 applicable to such series;

                  SECOND: To the payment of the amounts then due and unpaid for
principal of, and premium and other amounts, if any, and interest on the
Securities of such series 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 of such series for
principal, and premium and other amounts, if any, and interest, respectively;
and

                  THIRD: To the Person or Persons entitled thereto.

                  The Trustee may fix a record date and payment date for any
payment to Holders pursuant to this Section 5.06. At least ten (10) days before
such record date, the Trustee shall mail to each Holder and the Issuer a notice
that states the record date, the payment date and the amount to be paid.


                                       37
<PAGE>

                  Section 5.07   LIMITATION ON SUITS. No Holder of any Security
of any series shall have any right to institute any proceeding, judicial or
otherwise, with respect to this Indenture, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless:

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

                  (2)   the Holders of at least 25% in principal amount of the
Outstanding Securities of that series 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 shall have offered to the Trustee
reasonable indemnity 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
in principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of Holders of Securities of
any series 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 of such Holders, 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 affected series.

                  Section 5.08   UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE
PRINCIPAL, PREMIUM, OTHER AMOUNTS AND INTEREST. Notwithstanding any other
provision in this Indenture but subject to Article 14, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of, premium, other amounts, if any, and (subject to
Section 3.07) interest on such Security on the Stated Maturity or Maturities
expressed in such Security (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 5.09   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 case, subject to any determination in such
proceeding, the Issuer, the Trustee and the Holders shall be restored severally
and respectively to their former positions hereunder and


                                       38
<PAGE>

thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding has been instituted.

                  Section 5.10   RIGHTS AND REMEDIES CUMULATIVE. Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 3.06, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders 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 5.11   DELAY OR OMISSION NOT WAIVER. No delay or
omission of the Trustee or of any Holder of any Securities 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 5.12   CONTROL BY HOLDERS. The Holders of a majority
in principal amount of the Outstanding Securities of any 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, with respect to the Securities of such series, PROVIDED that:

                  (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)   subject to Section 6.01, the Trustee need not take any
action which might involve the Trustee in personal liability or be unduly
prejudicial to the Holders not joining therein.

                  Section 5.13   WAIVER OF PAST DEFAULTS. The Holders of not
less than a majority in principal amount of the Outstanding Securities of any
series may by written notice to the Trustee on behalf of the Holders of all the
Securities of such series waive any Default or Event of Default with respect to
such series and its consequences, except a Default or Event of Default:

                  (1)   in respect of the payment of the principal of or
premium, other amounts, if any, or interest on any Security of such series, or


                                       39
<PAGE>

                  (2)   in respect of a covenant or other provision hereof which
under Article 9 cannot be modified or amended without the consent of the Holder
of each Outstanding Security of such series affected.

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

                  Section 5.14   UNDERTAKING FOR COSTS. All parties to this
Indenture agree, and each Holder of any Security by his acceptance thereof shall
be deemed to have agreed, that any court may in its discretion require, 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, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this
Section shall not apply to any suit instituted by the Trustee, to any suit
instituted by any Holder, or group of Holders, holding in the aggregate more
than ten percent in principal amount of the Outstanding Securities of any
series, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of or premium or other amounts, if any, or interest on
any Security on or after the Stated Maturity or Maturities expressed in such
Security (or, in the case of redemption, on or after the Redemption Date).


                                    ARTICLE 6

                                   THE TRUSTEE

                  Section 6.01   CERTAIN DUTIES AND RESPONSIBILITIES OF THE
TRUSTEE.

                  (a)   Except during the continuance of an Event of Default, of
which a Responsible Officer has actual knowledge or the Trustee receives written
notice of, the Trustee's duties, responsibilities, covenants and obligations
under this Indenture shall (i) be governed by Section 315(a) of the Trust
Indenture Act and (ii) not include any further duties, responsibilities,
covenants or obligations except those expressly set forth therein and herein.

                  (b)   In case an Event of Default has occurred and is
continuing, and is known to the Trustee, the Trustee shall exercise the rights
and powers vested in it by this Indenture, and shall use the same degree of care
and skill in their exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.

                  (c)   None of the provisions of Section 315(d) of the Trust
Indenture Act shall be excluded from this Indenture.


                                       40
<PAGE>

                  (d)   Every provision of this Indenture which pertains to the
Trustee shall be subject to this Section 6.01.

                  (e)   The Trustee shall not be a trustee for, or have any
fiduciary obligation to, the Issuer.

                  Section 6.02   NOTICE OF DEFAULTS. Within 90 days after the
occurrence of any Default or Event of Default with respect to the Securities of
any series, the Trustee shall give to all Holders of Securities of such series,
as their names and addresses appear in the Security Register, notice of such
Default or Event of Default known to the Trustee, unless such Default or Event
of Default shall have been cured or waived; PROVIDED, HOWEVER, that, except in
the case of a Default or Event of Default in the payment of the principal of or
premium, other amounts, if any, or interest on any Security of such series, or
in the deposit of any sinking fund payment with respect to Securities of that
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.

                  Section 6.03   CERTAIN RIGHTS OF TRUSTEE.  Subject to the
provisions of the Trust Indenture Act:

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

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

                  (c)   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, conclusively rely upon an Officer's Certificate and such certificate,
in the absence of bad faith on the part of the Trustee, shall be full warrant to
the Trustee for any action taken, suffered or omitted by it under the provisions
of this Indenture upon the faith thereof;

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

                  (e)   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


                                       41
<PAGE>

Holders pursuant to this Indenture, unless such Holders shall have offered to
the Trustee satisfactory security or indemnity satisfactory to it against the
costs, expenses and liabilities which might be incurred by it in compliance with
such request or direction;

                  (f)   prior to the occurrence of an Event of Default with
respect to the Securities of any series and after the curing or waiving of all
such Events of Default which may have occurred, 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, approval or other paper or document, or the books and records of
the Issuer, unless requested in writing to do so by the Holders of a majority in
principal amount of the Outstanding Securities of any series; PROVIDED, HOWEVER,
that if the payment within a reasonable time to the Trustee of the costs,
expenses or liabilities likely to be incurred by it in the making of such
investigation is not, in the opinion of the Trustee, reasonably assured to the
Trustee by the security afforded to it by the terms of this Indenture, the
Trustee may require indemnity satisfactory to it against such costs, expenses or
liabilities as a condition to so proceeding; the reasonable expense of every
such investigation shall be paid by the Issuer or, if paid by the Trustee, shall
be repaid by the Issuer upon demand;

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

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

                  (i)   the Trustee shall not be liable for any error of
judgment made in good faith by an officer or officers of the Trustee, unless it
shall be conclusively determined by a court of competent jurisdiction that the
Trustee was negligent in ascertaining the pertinent facts;

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

                  (k)   the Trustee shall have no obligation to invest and
reinvest any cash held by it in the absence of timely and specific written
investment direction from the Issuer. In no event shall the Trustee be liable
for the selection of investments or for investment losses incurred thereon. The
Trustee shall have no liability in respect of a


                                       42
<PAGE>

losses incurred as a result of the liquidation of any investment prior to its
stated maturity or the failure of the Issuer to provide timely written
investment direction;

                  (1)   neither the Trustee nor any of its officers, directors,
employees or agents shall be liable for any action taken or omitted under this
Indenture or in connection therewith except to the extent caused by the
Trustee's negligence or willful misconduct, as determined by the final judgment
of a court of competent jurisdiction;

                  (m)   for so long as the Trustee shall serve as Security
Registrar and Paying Agent, it shall be afforded in such capacities, the same
rights, protections, immunities and indemnities provided the Trustee herein; and

                  Section 6.04   NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
SECURITIES. The recitals herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Issuer,
and neither the Trustee nor any Authenticating Agent or Paying 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, 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 or to be made by it in a Statement of
Eligibility and Qualification on Form T-1 supplied to the Issuer are true and
accurate. Neither the Trustee nor any Authenticating Agent shall be accountable
for the use or application by the Issuer of Securities or the proceeds thereof.

                  Section 6.05   MAY HOLD SECURITIES. The Trustee, any
Authenticating Agent, any Paying Agent, any Security Registrar or any other
agent of the Issuer, in its individual or any other capacity, may become the
owner or pledgee of Securities and, subject to Sections 6.08 and 6.13, may
otherwise deal with the Issuer with the same rights it would have if it were not
Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other
agent.

                  Section 6.06   MONEY HELD IN TRUST. Money held by the Trustee
in trust hereunder (including amounts held by the Trustee as Paying Agent) 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 upon in writing with the Issuer.

                  Section 6.07   COMPENSATION AND REIMBURSEMENT.  The Issuer
agrees:

                  (1)   to pay to the Trustee from time to time reasonable
compensation as agreed in writing between the Issuer and the Trustee for all
services rendered by it hereunder (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
the provisions of this Indenture and


                                       43
<PAGE>

any other document executed in connection herewith (including the reasonable
compensation and the expenses and disbursements of its agents, counsel and all
other persons not regularly in its employ), except any such expense,
disbursement or advance as may be attributable to its negligence or bad faith;
and

                  (3)   to indemnify the Trustee and its officers, directors,
employees, representatives and agents for, and to hold it and them harmless
against, and reimburse it and them for any obligation, injuries (to person,
property, or natural resources), penalty, action, suit, judgment, reasonable
cost and expense (including reasonable attorney's and agent's fees and
expenses), loss, liability, damage, claim or expense, including taxes (other
than taxes based upon or determined or measured by the income of the Trustee),
of whatever kind or nature, regardless of their merit 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
reasonable 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.

                  When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 5.01(5) or Section
5.01(6), the expenses (including the reasonable charges and expenses of its
counsel) and the compensation for the services are intended to constitute
expenses of administration under any applicable Bankruptcy Law.

                  The provisions of this Section 6.07 shall survive the
satisfaction and discharge of this Indenture and the resignation or removal of
the Trustee.

                  Section 6.08   DISQUALIFICATION; CONFLICTING INTERESTS. The
Trustee shall be disqualified only where such disqualification is required by
Section 310(b) of the Trust Indenture Act. Nothing shall prevent the Trustee
from filing with the Commission the application referred to in the second to
last paragraph of Section 310(b) of the Trust Indenture Act.

                  Section 6.09   CORPORATE TRUSTEE REQUIRED; ELIGIBILITY. There
shall at all times be a Trustee hereunder which shall be eligible to act as
Trustee under Section 310(a)(1) of the Trust Indenture Act having a combined
capital and surplus (together with its parent) of at least $100,000,000 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. Neither of the Issuer nor any Person
directly or indirectly controlling, controlled by, or under common control with
the Issuer may serve as Trustee. 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.

                  Section 6.10   RESIGNATION AND REMOVAL; APPOINTMENT OF
SUCCESSOR.


                                       44
<PAGE>

                  (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 6.11.

                  (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 Issuer.
If the instrument of acceptance by a successor Trustee required by Section 6.11
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 a majority in principal
amount of the Outstanding Securities of such series, delivered to the Trustee
and to the Issuer.

                  (d)   If at any time:

                        (i)   the Trustee shall fail to comply with Section
310(b) of the Trust Indenture Act after written request therefor by the Issuer
or by any Holder who has been a bona fide Holder of a Security of such series of
Securities for at least six months unless the Trustee's duty to resign is stayed
in accordance with the provisions of Section 310(b) of the TIA;

                        (ii)  the Trustee shall cease to be eligible under
Section 6.09 and shall fail to resign after written request therefor by the
Issuer or by any such Holder of a Security who has been a bona fide Holder of a
Security of such series of Securities for at least six months; or

                        (iii) 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 Issuer by Board Resolutions may remove the
Trustee with respect to all Securities, or (ii) subject to Section 315(e) of the
Trust Indenture Act, any Holder who has been a bona fide Holder of a Security of
such series of Securities 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 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 Issuer, by
Board Resolutions, 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) and shall comply


                                       45
<PAGE>

with the applicable requirements of Section 6.11. 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 Issuer and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
6.11, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Issuer with
respect to such Securities. If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the Issuer or the
Holders and accepted appointment in the manner required by Section 6.11, 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 Issuer 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 by mailing written notice of such event by first-class mail, postage
prepaid, to all Holders of Securities of such series as their names and
addresses appear in the Security Register. 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 6.11   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 Issuer 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 Issuer or the successor Trustee, such retiring
Trustee shall, upon payment of fees, expenses and indemnification amounts, if
any, then due and payable, execute and deliver an instrument transferring to
such successor Trustee all the rights, powers and trusts of the retiring Trustee
and shall duly assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee hereunder.

                  (b)   In case of the appointment hereunder of a successor
Trustee with respect to the Securities of some (but not all) series, the Issuer,
the retiring Trustee and each successor Trustee with respect to the Securities
of such 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


                                       46
<PAGE>

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 Issuer 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.

                  (c)   Upon request of any such successor Trustee, the Issuer
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Trustee all such 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 the Trust Indenture Act and this Article 6.

                  Section 6.12   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 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
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
(by merger, conversion, consolidation or otherwise as permitted hereunder) to
such authenticating Trustee may adopt such authentication and deliver the
Securities so authenticated with the same effect as if such successor Trustee
had itself authenticated such Securities.

                  Section 6.13   PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE
ISSUER. The Trustee shall comply with Section 311(a) of the Trust Indenture Act,
excluding any creditor relationship listed in Section 311(b) of the Trust
Indenture Act. A Trustee who has resigned or been removed shall be subject to
Section 311(a) of the Trust Indenture Act to the extent indicated therein.


                                       47
<PAGE>

                  Section 6.14   APPOINTMENT OF AUTHENTICATING AGENT. At any
time when any of the Securities remain Outstanding the Trustee, at the expense
of the Issuer, may appoint an Authenticating Agent or Agents with respect to one
or more series of Securities which shall be authorized to act on behalf of, and
subject to the direction of, the Trustee to authenticate Securities of such
series issued upon exchange, registration of transfer or partial redemption
thereof or pursuant to Section 3.06, and 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. 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 Issuer and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus (together with its parent) of not
less than $100,000,000 and subject to supervision or examination by federal or
State authority. If such Authenticating Agent 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 Authenticating Agent 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, such Authenticating Agent 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 under this Section, without the execution or filing of any
paper or any further act on the part of the parties hereto or the Authenticating
Agent.

                  An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and to the Issuer. 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 Issuer. 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 Issuer and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of


                                       48
<PAGE>

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 Issuer agrees to pay to each Authenticating Agent from
time to time reasonable compensation as negotiated between the Issuer and such
Authenticating Agent for its services under this Section.

                  If an appointment with respect to one or more series of
Securities 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 in the following
form:

                         Form of Authenticating Agent'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 _________________________________________
                                       As Authenticating Agent



                                    By _________________________________________
                                       As Authorized Signatory


                  Section 6.15   COMPLIANCE WITH TAX LAWS. The Trustee hereby
agrees to comply with all U.S. Federal income tax information reporting and
withholding requirements applicable to it with respect to payments of premium,
other amounts (if any) and interest on the Securities of any series, whether
acting as Trustee, Security Registrar, Paying Agent or otherwise with respect to
the Securities of any series.


                                   ARTICLE 7

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND ISSUER

                  Section 7.01   ISSUER TO FURNISH TRUSTEE NAMES AND ADDRESSES
OF HOLDERS. With respect to each series of Securities, the Issuer will furnish
or cause to be furnished to the Trustee therefor:


                                       49
<PAGE>

                  (a)   semi-annually, not later than 15 days after the Regular
Record Date for each series of Securities, a list, in such form as the Trustee
may reasonably require, of the names and addresses of the Holders of Securities
as of such Regular Record Date (unless the Trustee has such information), or if
there is no Regular Record Date for interest for such series of Securities,
semi-annually, upon such dates as are set forth in the Series Supplement for
such series, and

                  (b)   at such other times as the Trustee may request in
writing, within 30 days after the receipt by the Issuer of any such request, a
list of similar form and content as of a date not more than 15 days prior to the
time such list is furnished;

PROVIDED, HOWEVER, that so long as the Trustee is the Security Registrar, no
such list shall be required to be furnished.

                  Section 7.02   PRESERVATION OF INFORMATION; COMMUNICATIONS TO
HOLDERS.

                  (a)   The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained in the most
recent list furnished to the Trustee as provided in Section 7.01 and the names
and addresses of Holders received by the Trustee in its capacity as Security
Registrar, if so acting for the relevant series of Securities. The Trustee may
destroy any list furnished to it as provided in Section 7.01 upon receipt of a
new list so furnished.

                  (b)   If three or more Holders of Securities of any particular
series (herein referred to as "APPLICANTS") apply in writing to the Trustee, and
furnish to the Trustee reasonable proof that each such applicant has owned a
Security of that series for a period of at least six months preceding the date
of such application, and such application states that the applicants desire to
communicate with other Holders of Securities of that series with respect to
their rights under this Indenture or under such Securities and is accompanied by
a copy of the form of proxy or other communication which such applicants propose
to transmit, then the Trustee shall, within five Business Days after the receipt
of such application, at its election, either:

                        (i)   afford such applicants access to the information
preserved at the time by the Trustee in accordance with Section 7.02(a); or

                        (ii)  inform such applicants as to the approximate
number of Holders of Securities of that series whose names and addresses appear
in the information preserved at the time by the Trustee in accordance with
Section 7.02(a), and as to the approximate cost of mailing to such Holders the
form of proxy or other communication, if any, specified in such application.

                  If the Trustee shall elect not to afford such applicants
access to such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder of Securities of that series whose name and
address appears in the information preserved at the time by the Trustee in
accordance with Section 7.02(a) a copy of the form of proxy or other
communication which is specified in such request, with reasonable


                                       50
<PAGE>

promptness after a tender to the Trustee of the material to be mailed and of
payment, or provision for the payment, of the reasonable expenses of mailing,
unless within five days after such tender the Trustee shall mail to such
applicants and file with the Commission, together with a copy of the material to
be mailed, a written statement to the effect that, in the opinion of the
Trustee, such mailing would be contrary to the best interests of the Holders of
Securities of that series or would be in violation of applicable law. Such
written statement shall specify the basis of such opinion. If the Commission,
after opportunity for a hearing upon the objections specified in the written
statement so filed, shall enter an order refusing to sustain any of such
objections or if, after the entry of an order sustaining one or more of such
objections, the Commission shall find, after notice and opportunity for hearing,
that all objections so sustained have been met and shall enter an order so
declaring, the Trustee shall mail copies of such material to all such Holders
with reasonable promptness after the entry of such order and the renewal of such
tender; otherwise the Trustee shall be relieved of any obligation or duty to
such applicants respecting their application.

                  (c)   Every Holder of Securities of such series, by receiving
and holding the same, agrees with the Issuer and the Trustee that neither the
Issuer nor the Trustee nor any agent of either of them shall be held accountable
by reason of the disclosure of any such information as to the names and
addresses of the Holders of the Securities of such series in accordance with
Section 7.02(b), 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 Section 7.02(b).

                  Section 7.03   REPORTS BY TRUSTEE.

                  (a)   Within 60 days after May 15 of each year commencing with
the year 2004, the Trustee shall transmit by mail to all Holders of Securities
of each series as provided in Section 313(c) of the Trust Indenture Act, a brief
report dated as of such reporting date, if required by and in compliance with
Section 313(a) of the Trust Indenture Act. The Trustee shall also comply with
Section 313(b) of the Trust Indenture Act.

                  (b)   A copy of each such report shall, at the time of such
transmission to Holders of Securities of a series, be filed by the Trustee with
each stock exchange or inter-dealer quotation system upon which any Securities
are listed, with the Commission and with the Issuer. The Issuer will notify the
Trustee when any Securities are listed on any stock exchange or any inter-dealer
quotation system.

                  Section 7.04   REPORTS BY THE ISSUER.  The Issuer shall:

                  (1)   file with the Trustee, within 15 days after the Issuer
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 Issuer may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if
the Issuer is not required to file information, documents or


                                       51
<PAGE>

reports pursuant to either of said 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; and

                  (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
Issuer with the conditions and covenants of this Indenture as may be required
from time to time by such rules and regulations.


                                   ARTICLE 8

                 CONSOLIDATION, MERGER, LEASE, SALE OR TRANSFER

                  Section 8.01   CERTAIN REQUIREMENTS IN RESPECT TO MERGERS,
ETC. The Issuer will not merge, amalgamate or consolidate with or into any other
Person, or sell, assign, lease, convey or otherwise transfer all or
substantially all of its property and assets to any other Person, or change the
jurisdiction under whose laws the Issuer is organized and existing (a
"REINCORPORATION"), unless, in any such case:

                  (a)   either (i) the Issuer shall be the surviving corporation
in the case of a merger (which term, as used in this Section 8.01, shall not
include an amalgamation or consolidation) and, immediately after such merger,
shall remain a corporation organized and validly existing under the laws of the
same jurisdiction in which it was organized and existing immediately prior to
such merger or (ii) the Person formed by such amalgamation or consolidation, or
into which the Issuer is merged, or to which the Issuer has sold, assigned,
leased, conveyed or otherwise transferred all or substantially all of its
property and assets, or resulting from such Reincorporation is a corporation
(the "SUCCESSOR CORPORATION") organized and validly existing under the laws of
its applicable jurisdiction and shall expressly assume, by supplemental
indenture executed by such successor corporation and delivered by it to the
Trustee, the due and punctual payment of the principal of and premium, if any,)
and interest on, and all other amounts (including, without limitation,
Additional Amounts and Reorganization Additional Amounts (as hereinafter
defined), if any, and sinking fund payments, if any, payable in respect of, the
Securities and the due and punctual performance and observance of all other
covenants and conditions contained in this Indenture and the Securities to be
performed or observed by the Issuer (including, without limitation, the
appointment of an agent for service of process in the United States of America);
PROVIDED that no such supplemental indenture shall be required pursuant to the
provisions of this clause (a) if (1) the transaction in question is an
amalgamation of the Issuer with any one or more other corporations, which
amalgamation is governed by the statutes of Canada or any province thereof, as
applicable, (2) the successor corporation is and, immediately prior to such
amalgamation, the Issuer was organized and existing under the laws of Canada or
any province thereof, (3) upon the effectiveness of such amalgamation, the
successor corporation shall have


                                       52
<PAGE>

become or shall continue to be (as the case may be), by operation of law and as
expressly provided by the statutes of Canada or any province thereof (as the
case may be) applicable to such amalgamation, liable for the due and punctual
payment of the principal of and premium, if any, and interest on, and all other
amounts (including, without limitation, Additional Amounts, if any, and
Reorganization Additional Amounts, if any, and sinking fund payments, if any,)
payable in respect of, the Securities and the due and punctual performance and
observance of all other covenants and conditions contained in this Indenture and
the Securities to be performed or observed by the Issuer (including, without
limitation, the appointment of an agent for service of process in the United
States of America), and (4) the Issuer shall have delivered to the Trustee an
Opinion of Counsel to the effect set forth in clauses (1) through (3) above;

                  (b)   the Trustee has received an Opinion of Counsel that such
transaction is upon such terms as substantially to preserve and not to prejudice
any of the rights and powers of the Trustee or of the Holders of Securities;

                  (c)   there shall exist no condition or event either at the
time of or immediately following such transaction, as to either the Issuer or
the successor corporation, which constitutes or would with the passage of time
or giving of notice or both constitute an Event of Default under this Indenture;

                  (d)   the Issuer shall have delivered to the Trustee an
opinion of outside counsel of nationally recognized standing with respect to
matters of Canadian federal income taxation to the effect that (i) the holders
of the Securities will not recognize income, gain or loss for Canadian federal
income tax purposes as a result of such merger, amalgamation, consolidation,
sale, assignment, lease, conveyance, transfer or Reincorporation, (ii) after
such transaction, any payment or credit by the Issuer or the successor
corporation, as applicable, of the principal of, or premium, if any, or interest
on, or any other amount payable under or in respect of, the Securities to any
Holder thereof will be exempt from Canadian withholding tax if the Holder, for
purposes of the INCOME TAX ACT (Canada) (or any successor law) is or is deemed
to be a non-resident of Canada and deals at arms-length with the Issuer at the
time of such payment or credit, as applicable, and (iii) after such transaction,
Holders of the Securities will be subject to Canadian federal income tax on the
same amounts, in the same manner and at the same times as would have been the
case if such transaction had not occurred; and

                  (e)   the Issuer shall have delivered to the Trustee an
Officer's Certificate of the Issuer and an Opinion of Counsel each stating that
such merger, amalgamation, consolidation, sale, assignment, lease, conveyance,
transfer or Reincorporation and, if a supplemental indenture is required in
connection with such transaction, such supplemental indenture comply with this
Indenture and that all conditions precedent in this Indenture relating to such
transaction have been complied with; provided that, if the successor corporation
is not organized and validly existing under the laws of the United States of
America or any State thereof or the District of Columbia or Canada or any
province of Canada, such successor corporation shall expressly agree, in a
supplemental indenture executed by such successor corporation, (i)


                                       53
<PAGE>

to indemnify and hold harmless each Holder of any Securities from and against
(x) any and all present and future taxes, duties, levies, imposts, fees,
assessments or other governmental charges (including penalties, interest and
other liabilities related thereto) (collectively "TAXES") of whatever nature
which may be imposed on such Holder or required to be withheld or deducted from
any payment to such Holder as a consequence of such merger, amalgamation,
consolidation, sale, assignment, lease, conveyance, transfer or Reincorporation
and (y) any and all costs and expenses arising out of or relating to such
merger, amalgamation, consolidation, sale, assignment, lease, conveyance,
transfer or Reincorporation, and (ii) that the principal of, and premium, if
any, and interest on, and any and all other amounts payable under or in respect
of, the Securities will be paid without withholding or deduction for or on
account of any present or future Taxes of whatever nature imposed, levied,
withheld, assessed or collected by or on behalf of the jurisdiction or
jurisdictions in which such successor corporation is organized, is resident or
is deemed for tax purposes to be resident (each such jurisdiction being
hereinafter called an "APPLICABLE JURISDICTION") or any political subdivision or
taxing authority of or in any Applicable Jurisdiction unless such Taxes are
required by any Applicable Jurisdiction or any political subdivision or taxing
authority thereof or therein to be withheld or deducted, in which case such
successor corporation will pay such additional amounts ("REORGANIZATION
ADDITIONAL AMOUNTS") as may be necessary in order that the net amount paid to
each Holder of any Securities, after such deduction or withholding, will not be
less than the amount which such Holder would have received in accordance with
the terms of the Securities and this Indenture if no such deduction or
withholding had been required. Whenever there is mentioned herein or in any
Securities, in any context, the payment of the principal of, or premium, if any,
or interest on, or in respect of, any Security, such mention shall be deemed to
include mention of the payment of Reorganization Additional Amounts to the
extent that, in such context, Reorganization Additional Amounts are, were or
would be payable in respect thereof pursuant to this Indenture, and express
mention of the payment of Reorganization Additional Amounts in any instance
shall not be construed as excluding Reorganization Additional Amounts in those
instances where such express mention is not made.

                  Section 8.02   VESTING OF POWERS IN SUCCESSOR. Upon any
consolidation by the Issuer with or merger by the Issuer into any other
corporation or other entity or any conveyance, transfer or lease of all or
substantially all of the property and assets of the Issuer as an entirety or
substantially as an entirety in accordance with Section 8.01, the successor
corporation or other entity formed by such consolidation or into which the
Issuer is merged or the successor corporation or entity or affiliated group of
corporations or entities 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 Issuer under this Indenture with the same effect as if such successor
corporation or corporations or entity or entities had been named as the Issuer
herein, and thereafter, except in the case of a lease, the predecessor
corporation or corporations or entity or entities shall be relieved of all
obligations and covenants under this Indenture and the Securities and in the
event of such consolidation, merger, conveyance or transfer, except in the case
of a lease, any such predecessor corporation may be dissolved and liquidated.


                                       54
<PAGE>

                  Section 8.03   REORGANIZATION ADDITIONAL AMOUNTS.

                  (a)   The Issuer covenants and agrees that, if the Issuer
becomes obligated to pay Reorganization Additional Amounts with respect to the
Securities, the Issuer will (i) at least 10 days prior to each date on which any
payment under or with respect to the Securities is due and payable, deliver to
the Trustee an Officer's Certificate specifying the amount required to be
withheld or deducted in respect of the relevant Taxes, specifying the amount of
Reorganization Additional Amounts that will be so payable, and setting forth
such other information as is necessary to enable the Trustee to pay such
Reorganization Additional Amounts to the Holders of the Securities on the
relevant payment date; (ii) pay such Taxes on or prior to the date for payment
thereof, and (iii) within 15 days after paying the amount referred to in clause
(ii) of this sentence, deliver to the Trustee evidence of such payment and
remittance thereof to the relevant Applicable Jurisdiction or political
subdivision or taxing authority thereof or therein. The Issuer also covenants
and agrees to furnish to each Holder of any Securities and, in the case of
Securities in global form, each beneficial owner of any interest therein (by
mail sent to its registered address or, in the case of any such beneficial
owner, to the address provided by such beneficial owner to the Trustee or the
Issuer for such purpose) a receipt for any Taxes deducted within 30 days after
the date the same are due pursuant to applicable law or regulation; PROVIDED,
HOWEVER, that if no such time is prescribed by applicable law or regulation, the
Issuer has agreed to furnish such information as soon as practicable but in any
event prior to the last day of February in the calendar year subsequent to the
calendar year of payment.

                  (b)   No Reorganization Additional Amounts will be payable
with respect to a payment made to a Holder (such Holder, a "REORGANIZATION
EXCLUDED HOLDER") in respect of the beneficial owner thereof:

                        (1)   which is subject to the relevant Taxes by reason
of the Holder being a resident, domiciliary or national of, or engaged in
business or maintaining a permanent establishment or other physical presence in
or otherwise having some connection with the Applicable Jurisdiction or any
political subdivision thereof otherwise than by the mere holding of Securities
or the receipt of payments thereunder; or

                        (2)   which is subject to the relevant Taxes by reason
of its failure to comply with any certification, identification, information,
documentation or other reporting requirement if compliance is required by law,
regulation, administrative practice or an applicable treaty as a precondition to
exemption from, or a reduction in, the rate of deduction or withholding of, such
Taxes (provided, that in the case of any change in such certification,
identification, information, documentation or other reporting requirement which
applies generally to Holders of Securities who are not resident in the
Applicable Jurisdiction, at least 60 days prior to any such change, the Issuer
shall have notified the Trustee, in writing, of such change and provided the
Trustee with such forms or documentation, if any, as the Holders of the
Securities may require to comply with


                                       55
<PAGE>

such certification, identification, information, documentation, or other
reporting requirement).

                  (c)   The Issuer will indemnify and hold harmless each Holder
(other than a Reorganization Excluded Holder) and, upon written request,
reimburse each such Holder for the amount, excluding any Reorganization
Additional Amounts that have previously been paid by the Issuer with respect
thereto, of:

                        (1)   any Taxes levied or imposed by the Applicable
Jurisdiction, as described in Section 8.01(e)(ii) and paid by such Holder as a
result of payments made under or with respect to the Securities;

                        (2)   any liability (including penalties, interest and
expenses) arising therefrom or with respect thereto; and

                        (3)   any Taxes imposed by the Applicable Jurisdiction
with respect to any reimbursement under clause (1) or (2) in this paragraph.

                  (d)   The Issuer covenants and agrees to indemnify the Trustee
and each Paying Agent for, and to hold each of them harmless from and against,
any and all loss, liability, claim, damage and expense incurred without
negligence or willful misconduct on such Person's part and arising out of or in
connection with actions taken or omitted by any of them in reliance on any
Officer's Certificate furnished pursuant to the foregoing paragraph Section
8.03(a) or the failure of the Trustee or any Paying Agent for any reason (other
than its own negligence or willful misconduct) to receive on a timely basis such
Officer's Certificate or any information or documentation requested by it or
otherwise required by applicable law or regulation to be obtained, furnished or
filed in respect of any Taxes.

                  (e)   The obligations of the Issuer under this Section 8.03
shall survive the payment of the Securities, the resignation or removal of the
Trustee or any Paying Agent and the defeasance, discharge, satisfaction or other
termination of this Indenture.


                                   ARTICLE 9

                             SUPPLEMENTAL INDENTURES

                  Section 9.01   SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
HOLDERS. Without notice to or the consent of any Holders, the Issuer, when
authorized by 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
reasonably satisfactory to the Trustee, for any of the following purposes:

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


                                       56
<PAGE>

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

                  (3)   to add any additional Events of Default with respect to
all or any series of Securities (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 expressly being included solely for the benefit of such series);

                  (4)   to add or change any of the provisions of this Indenture
to such extent as shall be necessary to permit or facilitate the issuance of
Securities in bearer form, registrable or not registrable as to principal, and
with or without interest coupons; provided, however, that any such action shall
not adversely affect the interests of the Holders of Securities of any series in
any material respect;

                  (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;

                  (6)   to secure any or all of the Securities;

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

                  (8)   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 6.11(b);

                  (9)   to cure any ambiguity, defect or inconsistency or to
correct or supplement any provision herein which may be inconsistent with any
other provision herein or to qualify or maintain the qualification of the
Indenture under the Trust Indenture Act;

                  (10)  to make any change that does not materially adversely
affect the interests of the Holders of Securities of any series then
Outstanding; or

                  (11)  to provide for uncertificated Securities in addition to
or in place of certificated Securities (PROVIDED that the uncertificated
Securities are issued in registered form for purposes of Section 163(f) of the
Internal Revenue Code or in a manner such that the uncertificated Securities are
described in Section 163(f)(2)(B) of such Code).

                  Upon request of the Issuer, accompanied by Board Resolutions
authorizing the execution of any such supplemental indenture, and upon receipt
by the


                                       57
<PAGE>

Trustee of the documents described in (and subject to the last sentence of)
Section 9.03, the Trustee shall join with the Issuer in the execution of any
supplemental indenture authorized or permitted by the terms of this Indenture.

                  Section 9.02   SUPPLEMENTAL INDENTURES WITH CONSENT OF
HOLDERS. With the written consent of the Holders of a majority in aggregate
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture (with the Securities of each series voting as a class),
by Act of said Holders delivered to the Issuer and the Trustee, the Issuer, when
authorized by Board Resolutions, and the Trustee shall, subject to Section 9.03,
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 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 affected thereby,

                  (1)   change the Stated Maturity of the principal of, or
premium, other amounts, if any, or any installment of principal of or premium,
other amounts, if any, or interest on, any Security, or reduce the principal
amount (or accreted value, as the case may be) thereof or the rate of interest
thereon or accretions or any premium or other amounts payable upon the
redemption, repurchase or repayment thereof, or change the manner in which the
amount of any of the foregoing is determined, or reduce the amount of the
principal (or accreted value, as the case may be) that would be due and payable
upon a declaration of acceleration of the Maturity thereof pursuant to Section
5.02, or change any Place of Payment where, or the Applicable Currency for, or
impair the right to receive payment of principal of a premium, interest or other
amounts, if any, on any Holder's Securities on or after their respective due
dates or to institute suit for the enforcement of any such payment;

                  (2)   reduce the percentage in principal amount of the
Outstanding Securities of any series, the consent of whose Holders is 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 or
Defaults or Events of Default hereunder and their consequences provided for in
this Indenture;

                  (3)   modify any of the provisions of this Section or Sections
5.07, 5.13 or 10.06, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived without
the consent of the Holder of each Outstanding Security affected thereby;
PROVIDED, HOWEVER, that this clause shall not be deemed to require the consent
of any Holder with respect to changes in the references to "the Trustee" and
concomitant changes in this Section and Section 10.06, or the deletion of this
proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8);

                  (4)   modify any conversion ratio or otherwise impair
conversion rights with respect to such Outstanding Securities, except as
expressly permitted by the terms of such Outstanding Securities;


                                       58
<PAGE>

                  (5)   modify any redemption provisions applicable to such
Outstanding Securities;

                  (6)   directly or indirectly release any of the collateral or
security interest in respect of such Outstanding Securities, except as expressly
permitted by the terms of such Outstanding Securities;

                  (7)   modify the subordination provisions applicable to the
Outstanding Securities or the definition of "Senior Indebtedness" in a manner
adverse to the Holders of the Outstanding Securities; or

                  (8)   change any obligations to pay additional amounts
provided in the terms of such Outstanding Securities.

                  A supplemental indenture which changes or eliminates any
covenant or other provisions 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.

                  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 9.03   EXECUTION OF SUPPLEMENTAL INDENTURES. The
Trustee shall sign any supplemental indenture authorized pursuant to this
Article, subject to the last sentence of this Section 9.03. 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 entitled to receive, and (subject to Section
6.01) shall be fully protected in relying upon, an Officer's Certificate and 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 9.04   EFFECT OF SUPPLEMENTAL INDENTURES. Upon the
execution of any supplemental indenture under this Article, this Indenture shall
be modified in accordance therewith, and such supplemental indenture shall form
a part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.

                  Section 9.05   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.


                                       59
<PAGE>

                  Section 9.06   REFERENCE IN SECURITIES TO SUPPLEMENTAL
INDENTURES. Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Issuer shall
so determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Issuer, to any such supplemental indenture may be
prepared and executed by the Issuer and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.

                  Section 9.07   SUBORDINATION UNIMPAIRED. This Indenture may
not be amended to alter the subordination of any of the Outstanding Securities
without the written consent of each holder of Senior Indebtedness then
outstanding that would be adversely affected thereby.


                                   ARTICLE 10

                                    COVENANTS

                  Section 10.01  PAYMENT OF SECURITIES. With respect to each
series of Securities, the Issuer will duly and punctually pay the principal of
(and premium, if any) and interest on such Securities in accordance with their
terms and this Indenture, and will duly comply with all the other terms,
agreements and conditions contained in, or made in the Indenture for the benefit
of, the Securities of such series.

                  Section 10.02  MAINTENANCE OF OFFICE OR AGENCY. The Issuer
will maintain an office or agency in each Place of Payment where Securities may
be surrendered for registration of transfer or exchange or for presentation for
payment, where notices and demands to or upon the Issuer in respect of the
Securities and this Indenture may be served. The Issuer will give prompt written
notice to the Trustee of the location, and any change in location, of such
office or agency. If at any time the Issuer 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 address of the Trustee as set forth in Section 1.05 hereof.

                  The Issuer may also from time to time designate one or more
other offices or agencies where the Securities may be presented or surrendered
for any or all such purposes and may from time to time rescind such
designations. The Issuer will give prompt written notice to the Trustee of any
such designation or rescission and of any change in the location of any such
other office or agency.

                  If Securities of any series are issued in definitive
certificated form, or if the Depositary for such Securities shall so require,
the Issuer will maintain a paying agent and transfer agent for such Securities
in New York.

                  Section 10.03  COMPLIANCE CERTIFICATES.


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<PAGE>

                  (a)   The Issuer shall deliver to the Trustee within 120 days
after the end of each fiscal year of the Issuer (which fiscal year currently
ends on December 31), an Officer's Certificate stating (i) that a review of the
activities of the Issuer during the preceding fiscal year has been made under
the supervision of the signing Officers with a view to determining whether the
Issuer and its Subsidiaries has kept, observed, performed and fulfilled its
obligations under this Indenture, (ii) that, as to each such Officer signing
such Officer's Certificate, to the best of his or her knowledge, the Issuer and
its Subsidiaries has kept, observed, performed and fulfilled each and every
covenant contained in this Indenture and (ii) whether or not the signer knows of
any Default or Event of Default by the Issuer that occurred prior to the end of
the fiscal year and is then continuing. If the signer does know of such a
Default or Event of Default, the certificate shall describe each such Default or
Event of Default and its status and the specific section or sections of this
Indenture in connection with which such Default or Event of Default has
occurred. The Issuer shall also promptly notify the Trustee in writing should
the Issuer's fiscal year be changed so that the end thereof is on any date other
than the date on which the Issuer's fiscal year currently ends. The certificate
need not comply with Section 1.02 hereof, but shall comply with Section
314(a)(4) of the Trust Indenture Act.

                  (b)   The Issuer shall deliver to the Trustee forthwith upon
becoming aware of a Default or Event of Default (but in no event later than 10
days after the occurrence of each Default or Event of Default that is
continuing), an Officer's Certificate setting forth the details of such Default
or Event of Default and the action that the Issuer proposes to take with respect
thereto and the specific section or sections of this Indenture in connection
with which such Default or Event of Default has occurred.

                  Section 10.04  MONEY FOR SECURITIES PAYMENTS TO BE HELD IN
TRUST. If the Issuer shall at any time act as its own Paying Agent with respect
to any series of Securities, it will, on or before each due date of the
principal of (and premium and other amounts, if any) or interest 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 Applicable Currency, sufficient to pay
the principal (and premium and other amounts, if any) or interest so becoming
due until such sums shall be paid to such Persons or otherwise disposed of as
herein provided and will promptly notify the Trustee of its action or failure so
to act.

                  Whenever the Issuer shall have one or more Paying Agents for
any series of Securities, it will, on or prior to each due date of the principal
of (and premium and other amounts, if any) or interest on any Securities of that
series, deposit with a Paying Agent a sum, in the Applicable Currency,
sufficient to pay the principal (and premium and other amounts, if any) or
interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium, other amounts, if any, or interest,
and (unless such Paying Agent is the Trustee) the Issuer will promptly notify
the Trustee of their action or failure to so act.

                  The Issuer will cause each Paying Agent for any series of
Securities (other than the Trustee) 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 will:


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<PAGE>

                  (1)   hold all sums held by it for the payment of the
principal of (and premium and other amounts, if any) or interest on Securities
of that 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 Issuer (or
any other obligor upon the Securities of that series) in the making of any
payment of principal (and premium and other amounts, if any) or interest on the
Securities of that series; and

                  (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 Issuer may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Issuer or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Issuer 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 money.

                  Any money deposited with the Trustee or any Paying Agent, or
then held by the Issuer, in trust for the payment of the principal of (and
premium and other amounts, if any) or interest on any Security of any series and
remaining unclaimed for one year after such principal (and premium and other
amounts, if any) or interest has become due and payable shall, subject to any
applicable escheat laws, be paid to the Issuer on Issuer Request, or (if then
held by the Issuer) shall be discharged from such trust; and the Holder of such
Security shall thereafter, as an unsecured general creditor, look only to the
Issuer for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Issuer as
trustees 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 Issuer cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in New York, New York, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Issuer.

                  Section 10.05  ADDITIONAL AMOUNTS.

                  (a)   Unless otherwise provided pursuant to Section 3.01, all
payments made by or on behalf of the Issuer under or with respect to the
Securities of any series will be made free and clear of and without withholding
or deduction for or on account of any present or future tax, duty, levy, impost,
assessment or other governmental charge (including penalties, interest and other
liabilities related thereto) imposed or levied by or on behalf of the Government
of Canada or of any province or territory thereof or by any authority or agency
therein or thereof having power to tax (hereinafter "CANADIAN


                                       62
<PAGE>

TAXES"), unless the Issuer is required to withhold or deduct Canadian Taxes by
law or by the interpretation or administration thereof by the relevant
governmental authority or agency. If the Issuer is so required to withhold or
deduct any amount for or on account of Canadian Taxes from any payment made
under or with respect to the Securities, the Issuer will pay to each Holder as
additional interest such additional amounts ("ADDITIONAL AMOUNTS") as may be
necessary so that the net amount received by each Holder after such withholding
or deduction (and after deducting any Canadian Taxes on such Additional Amounts)
will not be less than the amount the Holder would have received if such Canadian
Taxes had not been withheld or deducted. However, no Additional Amounts will be
payable with respect to a payment made to a Holder (such Holder, an "EXCLUDED
HOLDER") in respect of the beneficial owner thereof:

                        (1)   with which the Issuer does not deal at arm's
length for the purposes of the INCOME TAX ACT (Canada) at the time of the making
of such payment;

                        (2)   which is subject to such Canadian Taxes by reason
of the Holder being a resident, domicile or national of, or engaged in business
or maintaining a permanent establishment or other physical presence in or
otherwise having some connection with Canada or any province thereof otherwise
than by the mere holding of Securities or the receipt of payments thereunder; or

                        (3)   which is subject to such Canadian Taxes by reason
of its failure to comply with any certification, identification, information,
documentation or other reporting requirement if compliance is required by law,
regulation, administrative practice or an applicable treaty as a precondition to
exemption from, or a reduction in, the rate of deduction or withholding of, such
Canadian Taxes (PROVIDED, that in the case of any change in such certification,
identification, information, documentation or other reporting requirement which
applies generally to Holders of Securities who are not resident in Canada, at
least 60 days prior to any such change, the Issuer shall have notified the
Trustee, in writing, of such change and provided the Trustee with such forms or
documentation, if any, as the Holders of the Securities may require to comply
with such certification, identification, information, documentation, or other
reporting requirement).

                  The Issuer will also:

                  (i)   make such withholding or deduction; and

                  (ii)   remit the full amount deducted or withheld to the
relevant authority as and when required in accordance with applicable law.

                  The Issuer will furnish to the Holders of the Securities,
within 30 days after the date the payment of any Canadian Taxes is due pursuant
to applicable law, certified copies of tax receipts or other documents
evidencing such payment by the Issuer.


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<PAGE>

                  (b)   The Issuer will indemnify and hold harmless each Holder
(other than an Excluded Holder) and, upon written request, reimburse each such
Holder for the amount, excluding any Additional Amounts that have previously
been paid by the Issuer with respect thereto, of:

                        (1)   any Canadian Taxes so levied or imposed and paid
by such Holder as a result of payments made under or with respect to the
Securities;

                        (2)   any liability (including penalties, interest and
expenses) arising therefrom or with respect thereto; and

                        (3)   any Canadian Taxes imposed with respect to any
reimbursement under clause (1) or (2) in this paragraph.

                  At least ten (10) days prior to each date on which any payment
under or with respect to the Securities is due and payable, if the Issuer will
be obligated to pay Additional Amounts with respect to such payment, the Issuer
will deliver to the Trustee an Officer's Certificate stating the fact that such
Additional Amounts will be payable and specifying the amounts so payable and
will set forth such other information necessary to enable the Trustee to pay
such Additional Amounts to Holders on the payment date.

                  Wherever in this Indenture there is mentioned, in any context,
the payment of principal (and premium, if any), interest or any other amount
payable under or with respect to a Security, such mention shall be deemed to
include mention of the payment of Additional Amounts to the extent that, in such
context, Additional Amounts are, were or would be payable in respect thereof.

                  The obligations of the Issuer under this Section 10.05 shall
survive the payment of the Securities, the resignation or removal of the Trustee
or any Paying Agent and the defeasance, discharge, satisfaction or other
termination of this Indenture.

                  Section 10.06  WAIVER OF CERTAIN COVENANTS. The Issuer may
omit in any particular instance to comply with any term, provision or condition
set forth in Article 8, Article 10 (other than as required under the Trust
Indenture Act) or any covenant specified as contemplated under Section 3.01 with
respect to the Securities of any series if before the time for such compliance
the Holders of not less than a majority in principal amount of the Outstanding
Securities of such series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance 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 Issuer and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.


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<PAGE>

                                   ARTICLE 11

                            REDEMPTION OF SECURITIES

                  Section 11.01  APPLICABILITY OF ARTICLE. Securities of any
series which are redeemable before their Stated Maturity shall be redeemable in
accordance with their terms and (except as otherwise specified as contemplated
by Section 3.01 for Securities of any series) in accordance with this Article;
PROVIDED, HOWEVER, that if any provision of any such form of Security shall
conflict with any provision of this Article, the provision of such form of
Security shall govern.

                  Section 11.02  ELECTION TO REDEEM; NOTICE TO TRUSTEE. The
election of the Issuer to redeem any Securities shall be evidenced by Board
Resolutions. In case of any redemption at the election of the Issuer of less
than all the Securities of any series, the Issuer shall, at least 30 and not
more than 60 days prior to the Redemption Date fixed by the Issuer (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. 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 Issuer shall furnish the Trustee with Officer's
Certificates evidencing compliance with such restriction.

                  Section 11.03  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 prior to the giving of
the applicable notice of redemption to Holders by the Trustee, from the
Outstanding Securities of such series not previously called for redemption,
substantially pro rata, by lot or by any other method as the Trustee considers
fair and appropriate and that complies with the requirements of the principal
national securities exchange, if any, on which such Securities are listed, and
which may provide for the selection for redemption of portions (equal to the
minimum authorized denomination for Securities of that series or any integral
multiple thereof) of the principal amount of Securities of such series of a
denomination larger than the minimum authorized denomination for Securities of
that series; PROVIDED that in case the Securities of such series have different
terms and maturities, the Securities to be redeemed shall be selected by the
Issuer, and the Issuer shall give notice thereof to the Trustee.

                  The Trustee shall promptly notify the Issuer 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 the Securities
shall relate, in the case of any Securities redeemed or to be redeemed only in
part, to the portion of the principal amount of such Securities which has been
or is to be redeemed.

                  Section 11.04  NOTICE OF REDEMPTION. Notice of redemption
shall be given by first-class mail, postage prepaid, mailed not less than 30 nor
more than 60 days prior


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<PAGE>

to the Redemption Date, to each Holder of Securities to be redeemed, at his
address appearing in the Security Register.

                  All notices of redemption shall state:

                  (1)   the Redemption Date;

                  (2)   the Redemption Price;

                  (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)   that on the Redemption Date the Redemption Price will
become due and payable upon each such Security to be redeemed and, if
applicable, that interest or original issue discount thereon will cease to
accrue or accrete on and after said date;

                  (5)   the place or places where such Securities are to be
surrendered for payment of the Redemption Price;

                  (6)    that the redemption is for a sinking fund, if such is
the case; and

                  (7)    the CUSIP number, if any, of the Securities to be
redeemed.

                  Notice of redemption of Securities to be redeemed at the
election of the Issuer shall be given by the Issuer or, at the Issuer's request,
by the Trustee in the name and at the expense of the Issuer.

                  Section 11.05  DEPOSIT OF REDEMPTION PRICE. Prior to any
Redemption Date, the Issuer shall deposit with the Trustee or with a Paying
Agent (or, if the Issuer is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 10.04) an amount of money in the Applicable
Currency sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on, all the
Securities which are to be redeemed on that date.

                  Unless any Security by its terms prohibits any sinking fund
payment obligation from being satisfied by delivering and crediting Securities
(including Securities redeemed otherwise than through a sinking fund), the
Issuer may deliver such Securities to the Trustee for crediting against such
payment obligation in accordance with the terms of such Securities and this
Indenture.

                  Section 11.06  SECURITIES PAYABLE ON REDEMPTION DATE. Notice
of redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified in the Applicable Currency, and from and after such date
(unless the Issuer shall default in the payment of the Redemption Price or
accrued interest) such Securities shall cease to bear interest. Upon surrender
of any such Security for redemption in accordance with said notice, such
Security shall be paid by the Issuer at the Redemption Price, together with


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<PAGE>

accrued interest to the Redemption Date; PROVIDED, HOWEVER, that installments of
interest 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 Regular
Record Date or Special Record Date according to their terms and the provisions
of Section 3.07.

                  If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal (and premium and other
amounts, if any) shall, until paid, bear interest from the Redemption Date at
the rate prescribed therefor in the Security.

                  Section 11.07  SECURITIES REDEEMED IN PART. Any Security which
is to be redeemed only in part shall be surrendered at an office or agency of
the Issuer at a Place of Payment therefor (with, if the Issuer or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Issuer and the Security Registrar therefor duly executed by,
the Holder thereof or his attorney duly authorized in writing), and the Issuer
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 and Stated Maturity, of any authorized denomination as requested by such
Holder, and having the same terms and conditions and in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

                  Section 11.08  TAX REDEMPTION. Unless otherwise specified
pursuant to Section 3.01, the Issuer shall have the right to redeem, at any
time, the Securities of a series, in whole but not in part, at a redemption
price equal to the principal amount thereof together with accrued and unpaid
interest to the date fixed for redemption, upon the giving of a notice as
described below, if (1) the Issuer determines that (a) as a result of any change
in or amendment to the laws (or any regulations or rulings promulgated
thereunder) of Canada or the Applicable Jurisdiction or of any political
subdivision or taxing authority thereof or therein affecting taxation, or any
change in the official position regarding the application or interpretation of
such laws, regulations or rulings (including a holding by a court of competent
jurisdiction), which change or amendment is announced or becomes effective on or
after a date or dates specified pursuant to Section 3.01, if any date is so
specified, the Issuer has or will become obligated to pay, on the next
succeeding date on which interest is due, Additional Amounts pursuant to Section
10.05 or Reorganization Additional Amounts pursuant to Section 8.01 or there is
more than an insubstantial risk that the Issuer could be denied the deduction of
interest paid or payable in respect of the Securities in computing the Issuer's
income for the purposes of the INCOME TAX ACT (Canada) or a Canadian provincial
or territorial income tax statute, or (b) on or after a date or dates specified
pursuant to Section 3.01, any action has been taken by any taxing authority of,
or any decision has been rendered by a court of competent jurisdiction in,
Canada or the Applicable Jurisdiction or any political subdivision or taxing
authority thereof or therein, including any of those actions specified in (a)
above, whether or not such action was taken or decision was rendered with
respect to the Issuer, or any change, amendment, application or interpretation
shall be officially proposed, which, in any such case, in the Opinion of Counsel
to the Issuer, will result in


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<PAGE>

the Issuer becoming obligated to pay, on the next succeeding date on which
interest is due, Additional Amounts or Reorganization Additional Amounts with
respect to any Security of such series or there is more than an insubstantial
risk that the Issuer could be denied the deduction of interest paid or payable
in respect of the Securities in computing the Issuer's income for the purpose of
the INCOME TAX ACT (Canada) or a Canadian provincial or territorial income tax
statute, and (2) in any such case, the Issuer in its business judgment
determines that any such obligation under paragraph (1) above cannot be avoided
by the use of reasonable measures available to the Issuer; PROVIDED, HOWEVER,
that (i) no such notice of redemption may be given earlier than 60 nor later
than 30 days prior to the earliest date on which the Issuer would be obligated
to pay such Additional Amounts or Reorganization Additional Amounts were a
payment in respect of the Securities then due or on which the Issuer would be
denied the deduction of interest paid or payable in respect of the Securities,
and (ii) at the time such notice of redemption is given, such obligation to pay
such Additional Amounts or Reorganization Additional Amounts or such denial of
the deductibility of interest remains in effect.


                                   ARTICLE 12

                                  SINKING FUNDS

                  Section 12.01  APPLICABILITY OF ARTICLE. The provisions of
this Article shall be applicable to any sinking fund for the retirement of
Securities of a series, except as otherwise specified as contemplated by Section
3.01 for Securities of such series; PROVIDED, HOWEVER, that if any provision of
any such form of Security shall conflict with any provision of this Article, the
provision of such form of Security shall govern.

                  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 sinking fund payment may be subject to
reduction as provided in Section 12.02. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series.

                  Section 12.02  SATISFACTION OF SINKING FUND PAYMENTS WITH
SECURITIES. The Issuer (1) may deliver Outstanding Securities of a series (other
than any Securities previously called for redemption) and (2) may apply as a
credit Securities of a series which have been redeemed either at the election of
the Issuer 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 sinking fund
payment with respect to the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
series; PROVIDED 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


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<PAGE>

specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.

                  Section 12.03  REDEMPTION OF SECURITIES FOR SINKING FUND. Not
less than 45 days (or such shorter period reasonably acceptable to the Trustee)
prior to each sinking fund payment date for any series of Securities, the Issuer
will deliver to the Trustee an Officer's 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 Applicable Currency and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 12.02 and will also deliver to the Trustee any Securities to be so
delivered (which have not been previously delivered). Not less than 30 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 11.03 and cause notice of the redemption thereof to be
given in the name of and at the expense of the Issuer in the manner provided in
Section 11.04. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
11.06 and 11.07.


                                   ARTICLE 13

                       DEFEASANCE AND COVENANT DEFEASANCE

                  Section 13.01  APPLICABILITY OF ARTICLE; ISSUER'S OPTION TO
EFFECT DEFEASANCE OR COVENANT DEFEASANCE. Unless as otherwise specified as
contemplated by Section 3.01 for Securities of such series, provision is made
for the inapplicability of, in whole or in part, or any modification to, either
or both of (a) defeasance of the Securities of a series under Section 13.02 or
(b) covenant defeasance of the Securities of a series under Section 13.03, then
the provisions of such Section or Sections, as the case may be, together with
the other provisions of this Article, shall be applicable to the Securities of
such series and the Issuer may at their option by Board Resolutions of the
Issuer, at any time, with respect to the Securities of such series elect to have
either Section 13.02 (unless inapplicable) or Section 13.03 (unless
inapplicable) be applied to the Outstanding Securities of such series upon
compliance with the applicable conditions set forth below in this Article.

                  Section 13.02  DEFEASANCE AND DISCHARGE. Upon the exercise of
the option provided in Section 13.01 to defease the Outstanding Securities of a
particular series, the Issuer shall be discharged from its obligations with
respect to the Outstanding Securities of such series on the date the applicable
conditions set forth in Section 13.04 are satisfied (hereinafter, "DEFEASANCE").
Defeasance shall mean that the Issuer shall be deemed to have paid and
discharged the entire indebtedness represented by the Outstanding Securities of
such series and to have satisfied all its other obligations under such
Securities and this Indenture insofar as such Securities are concerned (and the
Trustee, at the expense of the Issuer, shall execute proper instruments
acknowledging the same); PROVIDED, HOWEVER, that the following rights,
obligations, powers, trusts, duties,


                                       69
<PAGE>

immunities and indemnities shall survive until otherwise terminated or
discharged hereunder: (A) the rights of Holders of Outstanding Securities of
such series to receive, solely from the trust fund provided for in Section
13.04, payments in respect of the principal of (and premium and other amounts,
if any) and interest on such Securities when such payments are due, (B) the
Issuer's obligations with respect to such Securities under Sections 1.15, 3.04,
3.05, 3.06, 3.07, 7.01, 7.02, 8.03, 10.02, the last paragraph of Sections 10.04,
10.05, Sections 13.05 and 13.06 as well as any obligation under the terms of the
Securities of such series to maintain a registrar or paying agent, (C) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Issuer's obligations with respect therewith, and (D) this Article. Subject to
compliance with this Article, the Issuer may exercise its option with respect to
defeasance under this Section 13.02 notwithstanding the prior exercise of its
option with respect to covenant defeasance under Section 13.03 in regard to the
Securities of such series.

                  Section 13.03  COVENANT DEFEASANCE. Upon the exercise of the
option provided in Section 13.01 to obtain a covenant defeasance with respect to
the Outstanding Securities of a particular series, the Issuer shall be released
from its obligations under the covenants contained in Article 10 (other than the
covenants contained in Sections 10.01, 10.02, 10.03(b), 10.05, 10.06 and the
last paragraph of Section 10.04) of this Indenture and, if specified pursuant to
any applicable Series Supplement, its obligations under any other covenant, with
respect to the Outstanding Securities of such series on and after the date the
applicable conditions set forth in Section 13.04 are satisfied (hereinafter,
"COVENANT DEFEASANCE"). Covenant defeasance shall mean that, with respect to the
Outstanding Securities of such series, the Issuer may omit to comply with and
shall have no liability in respect of any term, condition or limitation set
forth in any such covenants, whether directly or indirectly by reason of any
reference elsewhere herein or by reason of any reference to any other provision
herein or in any other document, and such omission to comply shall not
constitute an Event of Default under Section 5.01(4) or any such Series
Supplement with respect to Outstanding Securities of such series, and the
remainder of this Indenture and of the Securities of such series shall be
unaffected thereby.

                  Section 13.04  CONDITIONS TO DEFEASANCE OR COVENANT
DEFEASANCE. The following shall be the conditions to defeasance under Section
13.02 and covenant defeasance under Section 13.03 with respect to the
Outstanding Securities of a particular series:

                  (1)   The Issuer shall irrevocably have deposited or caused to
be deposited with the Trustee, under the terms of an irrevocable trust agreement
in form and substance reasonably satisfactory to such Trustee, as trust funds in
trust for the purpose of making the following payments, specifically pledged as
security for, and dedicated solely to, the benefit of the Holders of such
Securities, (A) money in the Applicable Currency in an amount, or (B) if the
Applicable Currency of such Securities is U.S. dollars, U.S. Government
Obligations which through the scheduled payment of principal and interest in
respect thereof in accordance with their terms will provide, not later than the
due date of any payment, money in an amount, or (C) a combination thereof, in
each case


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<PAGE>

sufficient, after payment of all applicable federal, provincial, territorial,
state and local taxes or other charges or assessments in respect thereof payable
by the Trustee, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge, and which shall be applied by the Trustee (or
other qualifying trustee) to pay and discharge, (i) the principal of (and
premium and other amounts, if any, on) and each installment of principal of (and
premium and other amounts, if any) and interest on the Outstanding Securities of
such series on the Stated Maturity of such principal or installment of principal
or interest and (ii) any mandatory sinking fund payments or analogous payments
applicable to the Outstanding Securities of such series on the day on which such
payments are due and payable in accordance with the terms of this Indenture and
of such Securities. Notwithstanding anything herein to the contrary, the Issuer
shall be entitled to direct the Trustee to use, and the Trustee shall thereafter
cause, the trust funds deposited in accordance with the first sentence of this
Section 13.04(1) to effect a redemption in accordance with Section 11.08 hereof.

                  (2)   No Default or Event of Default with respect to the
Securities of such series shall have occurred and be continuing on the date of
such deposit or shall occur as a result of such deposit or, in the case of
bankruptcy or insolvency proceedings, at any time during the period ending on
the day which is the later of (i) three months and one day after the date of
such deposit and (ii) 91 days after the date of such deposit (it being
understood that this condition shall not be deemed satisfied until the
expiration of such period).

                  (3)   the Issuer shall have delivered to the Trustee an
Officer's Certificate stating that the deposit was not made by the Issuer with
the intent of preferring the holders of the Securities over the other creditors
of the Issuer, with the intent of defeating, hindering, delaying or defrauding
creditors of the Issuer or others.

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

                  (5)   In the case of an election with respect to Section
13.02, the Issuer shall have delivered to the Trustee (A) an Opinion of Counsel,
such counsel to be a U.S. Person, based on a ruling from the Internal Revenue
Service or on a change in the applicable U.S. federal income tax law since the
date of this Indenture, in either case to the effect that the Holders of the
Outstanding Securities of such series will not recognize income, gain or loss
for U.S. federal income tax purposes as a result of such defeasance and will be
subject to U.S. federal income tax on the same amounts, in the same manner and
at the same times as would have been the case if such defeasance had not
occurred and (B) an Opinion of Counsel, such counsel to be a Canadian Person, to
the effect that the Holders of the Outstanding Securities of such series will
not recognize income, gain or loss for Canadian federal income tax purposes as a
result of such defeasance and will be subject to Canadian 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.


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<PAGE>

                  (6)   In the case of an election with respect to Section
13.03, the Issuer shall have delivered to the Trustee (A) an Opinion of Counsel,
such counsel to be a U.S. Person, to the effect that the Holders of the
Outstanding Securities of such series will not recognize income, gain or loss
for U.S. federal income tax purposes as a result of such defeasance and will be
subject to U.S. federal income tax on the same amounts, in the same manner and
at the same times as would have been the case if such defeasance had not
occurred and (B) an Opinion of Counsel, such counsel to be a Canadian Person, to
the effect that the Holders of the Outstanding Securities of such series will
not recognize income, gain or loss for Canadian federal income tax purposes as a
result of such defeasance and will be subject to Canadian 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.

                  (7)   In the case of an election with respect to Section
13.02, the Issuer shall have delivered to the Trustee an Opinion of Counsel,
such counsel to be a Canadian Person, to the effect that any payment or credit
by the Issuer of the principal of or interest on the Securities to a holder
thereof will be exempt from Canadian withholding tax if the holder thereof, for
the purposes of the INCOME TAX ACT (Canada) (or any successor law) is or is
deemed to be a non-resident of Canada and deals at arm's length with the Issuer
at the time of such payment or credit.

                  (8)   In the case of an election with respect to Section
13.03, the Issuer shall have delivered to the Trustee an Opinion of Counsel,
such counsel to be a Canadian Person, to the effect that any payment or credit
by the Issuer of the principal of or interest on the Securities to a holder
thereof will be exempt from Canadian withholding tax if the holder thereof, for
the purposes of the INCOME TAX ACT (Canada) (or any successor law) is or is
deemed to be a non-resident of Canada and deals at arm's length with the Issuer
at the time of such payment or credit.

                  (9)   Such defeasance or covenant defeasance shall be effected
in compliance with any additional terms, conditions or limitations which may be
imposed on the Issuer in connection therewith pursuant to Section 3.01.

                  (10)  The Issuer shall have delivered to the Trustee an
Officer's Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for relating to either the defeasance under
Section 13.02 or the covenant defeasance under Section 13.03 (as the case may
be) have been complied with.

                  Section 13.05  DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO
BE HELD IN TRUST. Subject to the provisions. of the last paragraph of Section
10.04, all money and Government Obligations (including the proceeds thereof)
deposited with the Trustee (or other qualifying trustee, collectively for
purposes of this Section 13.05, the "TRUSTEE") pursuant to Section 13.04 in
respect of the Outstanding Securities of a particular series shall be held in
trust and applied by the Trustee, in accordance with the provisions of such
Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Issuer acting as its own Paying Agent) as the
Trustee may determine, to the Holders of such Securities of all sums due and to
become due thereon in


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<PAGE>

respect of principal (and premium and other amounts, if any) and interest, but
such money need not be segregated from other funds except to the extent required
by law.

                  The Issuer shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 13.04 or the principal and interest
received in respect thereof, other than any such tax, fee or other charge which
by law is for the account of the Holders of the Outstanding Securities of such
series.

                  Anything in this Article to the contrary notwithstanding, the
Trustee shall deliver or pay to the Issuer from time to time upon Issuer Request
any money or Government Obligations held by it as provided in Section 13.04 with
respect to Securities of any series 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 the amount
thereof which would then be required to be deposited for the purpose for which
such money or Government Obligations were deposited.

                  Section 13.06  REINSTATEMENT. If the Trustee or the Paying
Agent is unable to apply any money or U.S. Government Obligations, as the case
may be, in accordance with this Article with respect to any Securities by reason
of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, including, without
limitation, any prohibition imposed as a result of any applicable bankruptcy,
insolvency, reorganization or similar laws affecting creditors' rights generally
under any applicable United States federal or State laws, then the obligations
under this Indenture and such Securities from which the Issuer has been
discharged or released pursuant to Section 13.02 or 13.03 shall be revived and
reinstated as though no deposit had occurred pursuant to this Article with
respect to such Securities, until such time as the Trustee or Paying Agent is
permitted to apply all money or U.S. Government Obligations, as the case may be,
held in trust pursuant to Section 13.05 with respect to such Securities in
accordance with this Article; PROVIDED, HOWEVER, that if the Issuer makes any
payment of principal of or any premium, other amounts, if any, or interest on
any such Security following such reinstatement of its obligations, the Issuer
shall be subrogated to the rights (if any) of the Holders of such Securities to
receive such payment from the money or U.S. Government Obligations, as the case
may be, so held in trust.


                                   ARTICLE 14

                                  SUBORDINATION

                  Section 14.01  SECURITIES SUBORDINATED TO SENIOR INDEBTEDNESS.
Except as otherwise specified or contemplated by Section 3.01 or the other
provisions of this Indenture, the Issuer covenants and agrees, and each Holder
of a Security, by his acceptance thereof, likewise covenants and agrees, that,
to the extent and in the manner hereinafter set forth in this Article, the
payment of the principal of and premium and other amounts, if any, and interest
on each and all of the Securities is hereby expressly made subordinate and
subject in right of payment to the prior payment in full of all


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<PAGE>

Senior Indebtedness. The terms of this Article 14 may be modified or amended for
any series of Securities as contemplated by Section 3.01.

                  Section 14.02  PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.
In the event of (a) any insolvency or bankruptcy case or proceeding, or any
receivership, liquidation, reorganization or other similar case or proceeding in
connection therewith, relative to the Issuer or to its creditors or to its
assets, or (b) any liquidation, dissolution or other winding up of the Issuer,
whether voluntary or involuntary and whether or not involving insolvency or
bankruptcy, or (c) any assignment for the benefit of creditors or any other
marshalling of assets and liabilities of the Issuer, then and in any such event
specified in (a), (b) or (c) above (each such event, if any, a "PROCEEDING").

                  (1)   the holders of Senior Indebtedness shall be entitled to
receive payment in full of all amounts due or to become due on or in respect of
all Senior Indebtedness, or provision shall be made for such payment in cash or
cash equivalents or otherwise in a manner satisfactory to the holders of Senior
Indebtedness, before the Holders of the Securities are entitled to receive any
payment or distribution of any kind or character, whether in cash, property or
securities, on account of principal of or premium and other amounts, if any, or
interest on the Securities or on account of any purchase or other acquisition of
Securities by the Issuer, or any Subsidiary of the Issuer (all such payments,
distributions, purchases and acquisitions herein referred to, individually and
collectively, as a "SECURITIES PAYMENT"), and to that end the holders of all
Senior Indebtedness shall be entitled to receive, for application to the payment
thereof, any Securities Payment which may be payable or deliverable in respect
of the Securities in any such Proceeding.

                  (2)   In the event that, notwithstanding the foregoing
provisions of this Section, the Trustee or the Holder of any Security shall have
received any Securities Payment before all Senior Indebtedness is paid in full
or payment thereof provided for in cash or cash equivalents or otherwise in a
manner satisfactory to the holders of Senior Indebtedness, and if the occurrence
of the Proceeding shall, at or prior to the time of such Securities Payment,
have been made known to a Responsible Officer of the Trustee or, as the case may
be, such Holder, then and in such event such Securities Payment shall either (i)
be held in trust for the benefit of holders of Senior Indebtedness or their
Representatives to the extent necessary to make payment in full of all Senior
Indebtedness remaining unpaid, after giving effect to any concurrent payment or
distribution, or provision therefor, to or for the holders of Senior
Indebtedness or (ii) be paid over or delivered forthwith to the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other
Person making payment or distribution of assets of the Issuer for application to
the payment of all Senior Indebtedness remaining unpaid, to the extent necessary
to pay all Senior Indebtedness in full, after giving effect to any concurrent
payment or distribution to or for the holders of Senior Indebtedness.

                  For purposes of this Article only, the words "any payment or
distribution of any kind or character, whether in cash, property or securities"
shall not be deemed to include a payment or distribution of stock or securities
of the Issuer provided for by a plan of reorganization or readjustment
authorized by an order or decree of a court of


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<PAGE>

competent jurisdiction in a reorganization proceeding under any applicable
bankruptcy law or of any other corporation provided for by such plan of
reorganization or readjustment which stock or securities are subordinated in
right of payment to all then outstanding Senior Indebtedness to substantially
the same extent as, or to a greater extent than, the Securities are so
subordinated as provided in this Article.

                  The consolidation or amalgamation of the Issuer with, or the
merger of the Issuer into, another Person or the liquidation or dissolution of
the Issuer following the conveyance, transfer, sale or lease of all or
substantially all of its properties and assets to another Person upon the terms
and conditions set forth in Article 8 shall not be deemed a Proceeding for the
purposes of this Section if the Person formed by such consolidation or
amalgamation or into which the Issuer is merged or the Person which acquires by
conveyance, transfer, sale or lease such properties and assets, as the case may
be, shall, as a part of such consolidation, merger, conveyance, transfer, sale
or lease comply with the conditions set forth in Article 8.

                  Section 14.03  PAYMENT OF SENIOR INDEBTEDNESS BEFORE PAYMENT
OF SECURITIES. No payment of principal (including redemption payments) or
interest on any Securities may be made (i) if any Senior Indebtedness of the
Issuer is not paid when due, (ii) if any applicable grace period with respect to
a payment default on Senior Indebtedness of the Issuer has ended and such
default has not been cured or waived or ceased to exist, or (iii) if the
maturity of any Senior Indebtedness of the Issuer has been accelerated because
of a default and such acceleration has not been rescinded and annulled or such
Senior Indebtedness repaid in accordance with its terms.

                  In the event that, notwithstanding the foregoing, the Issuer
shall make any Securities Payment to the Trustee or any Holder prohibited by the
foregoing provisions of this Section, and if such fact shall, at or prior to the
time of such Securities Payment, have been made known to the Trustee or, as the
case may be, such Holder, then and in such event such Securities Payment shall
be paid over and delivered forthwith to the Issuer.

                  The provisions of this Section shall not apply to any
Securities Payment with respect to which Section 14.02 would be applicable.

                  Section 14.04  PAYMENT PERMITTED IF NO DEFAULT. Nothing
contained in this Article or elsewhere in this Indenture or in any of the
Securities shall prevent (a) the Issuer, at any time except during the pendency
of any Proceeding referred to in or under the conditions described in Section
14.02 or under the conditions described below Section 14.03, from making
Securities Payments, or (b) the application by the Trustee of any money
deposited with it hereunder to Securities Payments or the retention of such
Securities Payment by the Holders, if at the time of such application by the
Trustee, it did not have actual knowledge that such Securities Payment would
have been prohibited by the provisions of this Article.

                  Section 14.05  SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR
INDEBTEDNESS. Subject to the payment in full of all amounts due or to become due
on or in respect of Senior Indebtedness, or the provision for such payment in
cash or cash equivalents or otherwise in a manner satisfactory to the holders of
Senior Indebtedness, the Holders of


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<PAGE>

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

                  Section 14.06  PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS.
The provisions of this Article are and are intended solely for the purpose of
defining the relative rights of the Holders on the one hand and the holders of
Senior Indebtedness on the other hand. Nothing contained in this Article or
elsewhere in this Indenture or in the Securities is intended to or shall (a)
impair, as among the Issuer, its creditors other than holders of Senior
Indebtedness and the Holders of the Securities, the obligation of the Issuer,
which is absolute and unconditional (and which, subject to the rights under this
Article of the holders of Senior Indebtedness, is intended to rank equally with
all other general obligations of the Issuer), to pay to the Holders of the
Securities the principal of and premium and other amounts, if any, and interest
on the Securities as and when the same shall become due and payable in
accordance with their terms; or (b) affect the relative rights against the
Issuer of the Holders of the Securities and creditors of the Issuer other than
the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of
any Security from exercising all remedies otherwise permitted by applicable law
upon default under this Indenture, subject to the rights, if any, under this
Article of the holders of Senior Indebtedness to receive cash, property and
securities otherwise payable or deliverable to the Trustee or such holder.

                  Section 14.07  TRUSTEE TO EFFECTUATE SUBORDINATION. Each
Holder of a Security by his acceptance thereof authorizes and directs the
Trustee on his behalf to take such action as may be necessary or appropriate to
effectuate the subordination provided in this Article and appoints the Trustee
his attorney-in-fact for any and all such purposes.

                  Section 14.08  NO WAIVER OF SUBORDINATION PROVISIONS. No right
of any present or future holder of any Senior Indebtedness to enforce
subordination as herein provided shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Issuer or by any act or
failure to act, in good faith, by any such holder, or by any noncompliance by
the Issuer with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof any such holder may have or be otherwise
charged with.

                  Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Indebtedness may, at any time and from time to
time, without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring


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<PAGE>

responsibility to the Holders of the Securities and without impairing or
releasing the subordination provided in this Article or the obligations
hereunder of the Holders of the Securities to the holders of Senior
Indebtedness, do any one or more of the following: (i) change the manner, place
or terms of payment or extend the time of payment of, or renew or alter, Senior
Indebtedness, or otherwise amend or supplement in any manner Senior Indebtedness
or any instrument evidencing the same or any agreement under which Senior
Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with
any property pledged, mortgaged or otherwise securing Senior Indebtedness; (iii)
release any Person liable in any manner for the collection of Senior
Indebtedness; and (iv) exercise or refrain from exercising any rights against
the Issuer and any other Person.

                  Section 14.09  NOTICE TO TRUSTEE. The Issuer shall give prompt
written notice to the Trustee of any fact known to the Issuer which would
prohibit the making of any payment to or by the Trustee in respect of the
Securities. Notwithstanding the provisions of this Article or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts which would prohibit the making of any payment to or
by the Trustee in respect of the Securities, unless and until a Responsible
Officer of the Trustee shall have received written notice thereof from the
Issuer or a holder of Senior Indebtedness or from any trustee therefor or
representative thereof; and, prior to the receipt of any such written notice,
the Trustee shall be entitled in all respects to assume that no such facts
exist; PROVIDED, HOWEVER, that if the Trustee shall not have received the notice
provided for in this Section at least one full Business Day prior to the date
upon which by the terms hereof any money may become payable for any purpose
(including, without limitation, the payment of the principal of and premium and
other amounts, if any, or interest on any Security), then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full power and
authority to receive such money and to apply the same to the purpose for which
such money was received and shall not be affected by any notice to the contrary
which may be received by it within one full Business Day prior to such date.

                  Subject to the provisions of Section 6.01, 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
therefor or representative thereof) to establish that such notice has been given
by a holder of Senior Indebtedness (or a trustee therefor or representative
thereof). 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, 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, and if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the rights of such Person to receive such payment.

                  Section 14.10  RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF
LIQUIDATING AGENT. Upon any payment or distribution of assets of the Issuer
referred to in this


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<PAGE>

Article, the Trustee, subject to the provisions of Section 6.01, 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 Proceeding is pending, or a
certificate of the trustee in bankruptcy, receiver, liquidating trustee,
custodian, 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 the Senior Indebtedness and
other indebtedness of the Issuer, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article.

                  Section 14.11  TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR
INDEBTEDNESS. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and shall not be liable to any such holders if it
shall in good faith mistakenly pay over or distribute to Holders of Securities
or to the Issuer or to any other Person cash, property or securities to which
any holders of Senior Indebtedness shall be entitled by virtue of this Article
or otherwise. The Trustee shall not be charged with knowledge of the existence
of Senior Indebtedness or of any facts that would prohibit any payment hereunder
unless a Responsible Officer of the Trustee shall have received notice to that
effect at the address of the Trustee set forth in Section 1.05. 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 14.12  RIGHTS OF TRUSTEE AS HOLDER OF SENIOR
INDEBTEDNESS; PRESERVATION OF TRUSTEE'S RIGHTS. The Trustee in its individual
capacity shall be entitled to all the rights set forth in this Article with
respect to any Senior Indebtedness which may at any time be held by it, to the
same extent as any other holder of Senior Indebtedness, and nothing in this
Indenture shall deprive the Trustee of any of its rights as such holder.

                  Nothing in this Article shall apply to claims of, or payments
to, the Trustee under or pursuant to Section 6.07.

                  Section 14.13  ARTICLE APPLICABLE TO PAYING AGENTS. In case
at any time any Paying Agent other than the Trustee shall have been appointed by
the Issuer and be then acting hereunder, the term "TRUSTEE" as used in this
Article shall in such case (unless the context otherwise requires) be construed
as extending to and including such Paying Agent within its meaning as fully for
all intents and purposes as if such Paying Agent were named in this Article in
addition to or in place of the Trustee; PROVIDED, HOWEVER, that Sections 14.09
and 14.12 shall not apply to the Issuer or any Affiliate of the Issuer if it or
such Affiliate acts as Paying Agent.


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<PAGE>

                                   ARTICLE 15

                        MEETINGS OF HOLDERS OF SECURITIES

                  Section 15.01  PURPOSES FOR WHICH MEETINGS MAY BE CALLED. A
meeting of Holders of one or more series of Securities 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 15.02  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 15.01, to be held
at such time and at such place in New York, New York, in Calgary, Alberta or in
London, England as the Trustee shall determine. Notice of every meeting of
Holders of one or more series of Securities, setting forth the time and the
place of such meeting and in general terms the action proposed to be taken at
such meeting, shall be given, in the manner provided for in Section 1.06, not
less than 21 nor more than 180 days prior to the date fixed for the meeting.

                  (b)   In case at any time the Issuer, 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 15.01, 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 Issuer 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 New York, New York in Calgary, Alberta or in London, England for such
meeting and may call such meeting for such purposes by giving notice thereof as
provided in paragraph (a) of this Section.

                  Section 15.03  PERSONS ENTITLED TO VOTE AT MEETINGS. To be
entitled to vote at any meeting of Holders of Securities of any series, a Person
shall be (1) a Holder of one or more Outstanding Securities of such series, or
(2) a Person appointed by an instrument in writing as proxy for a Holder or
Holders of one or more Outstanding Securities of such series by such Holder of
Holders. The only Persons who shall be entitled to be present or to speak at any
meeting of Holders of Securities of any series shall be the Person entitled to
vote at such meeting and their counsel, any representatives of the Trustee and
its counsel and any representatives of the Issuer and its counsel.

                  Section 15.04  QUORUM; ACTION. The Persons entitled to vote a
majority in principal amount of the Outstanding Securities of a series shall
constitute a quorum for a meeting of Holders of Securities of such series;
PROVIDED, HOWEVER, that, if any action is to be taken at such meeting with
respect to a consent or waiver which this Indenture


                                       79
<PAGE>

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 15.02(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 9.02, any
resolution presented to a meeting or adjourned meeting duly reconvened at which
a quorum is present as aforesaid may be adopted by the affirmative vote of the
Holders of not less than a majority in principal amount of the Outstanding
Securities of such series who have cast their votes; PROVIDED, HOWEVER, that,
except as limited by the proviso to Section 9.02, any resolution with respect to
any request, demand, authorization, direction, notice, consent, waiver or other
action which this Indenture expressly provides may be made, given or taken by
the Holders of a specified percentage, which is less than a majority, in
principal amount of the Outstanding Securities of a series may be adopted at a
meeting or an adjourned meeting duly reconvened and at which a quorum is present
as aforesaid by the affirmative vote of the Holders of not less than such
specified percentage in principal amount of the Outstanding Securities of such
series.

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

                  Notwithstanding the foregoing provisions of this Section
15.04, 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:


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<PAGE>

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

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

                  Section 15.05  DETERMINATION OF VOTING RIGHTS; CONDUCT AND
ADJOURNMENT OF MEETINGS.

                  (a)   Notwithstanding any provision 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 it shall deem
appropriate. Except as otherwise permitted or required by any such regulations,
the holding of Securities shall be proved in the manner specified in Section
1.04 and the appointment of any proxy shall be proved in the manner specified in
Section 1.04 or by having the signature of the person executing the proxy
witnessed or guaranteed by any trust corporation, bank or banker authorized by
Section 1.04 to certify to the holding of Securities in bearer form. 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 1.04 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 Issuer or by Holders of Securities as provided in Section 15.02(b), in
which case the Issuer or the Holders of Securities of the series calling the
meeting, as the case may be, shall in like manner appoint a temporary chairman.
A permanent chairman and a permanent secretary of the meeting shall be elected
by vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.

                  (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; 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 15.02 at which a quorum is present may be adjourned
from time to time by Persons entitled to vote a majority in principal amount of
the Outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.


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                  Section 15.06  COUNTING VOTES AND RECORDING ACTION OF
MEETINGS. The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers, if
any, of the Outstanding Securities of such series held or represented by them.
The permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 15.02 and, if
applicable, Section 15.04. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Issuer, 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.



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

                                         NEXEN INC.


                                         By: /s/ Marvin F.  Romanow
                                             ----------------------------------
                                             Name:  Marvin F.  Romanow
                                             Title: Executive Vice President
                                                    and Chief Financial Officer



                                         DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                         as Trustee


                                         By: /s/ Yana Kalachikova
                                             ----------------------------------
                                             Name:  Yana Kalachikova
                                             Title: Associate