EXHIBIT 4.2




EXHIBIT 4.2


MOOG INC.


and 

_____________________________, as Trustee 


 

INDENTURE 


Dated as of ____________________  _____ , __________ 


 


        INDENTURE, dated as of __________ ,
_____ , by and between MOOG INC., a Delaware
corporation, as Issuer (the "Company"), and _______________ , a
_______________ organized under the laws
of_______________ , as Trustee (the "Trustee"). 

RECITALS OF THE COMPANY 

        The Company has duly authorized the execution and delivery of this Indenture
to provide for the issuance from time to time of its debentures, notes or other
evidences of indebtedness to be issued in one or more series (the "Securities"),
as herein provided, up to such principal amount as may from time to time be
authorized in or pursuant to one or more resolutions of the Board of Directors
or by supplemental indenture. 

        All things necessary to make this Indenture a valid agreement of the Company
in accordance with its terms have been done, and the execution and delivery
thereof have been in all respects duly authorized by the parties hereto. 

        NOW, THEREFORE, THIS INDENTURE WITNESSETH: 

        Each party agrees as follows for the benefit of the other parties and for the
equal and ratable benefit of the Holders of the Securities issued under this
Indenture: 


ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE 

        1.1        Definitions. 

        "Affiliate" of any specified Person means any other Person which
directly or indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with, such specified Person. For the
purposes of this definition, "control" (including, with correlative meanings,
the terms "controlling," "controlled by," and "under common control with"), as
used with respect to any Person, means 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. 

        "Agent" means any Registrar, Paying Agent, co-registrar or agent for
service of notices and demands. 

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        "Board of Directors" means the Board of Directors of the Company or
any committee authorized to act therefor. 

        "Board Resolution" means a copy of a resolution certified pursuant to
an Officers' Certificate to have been duly adopted by the Board of Directors of
the Company and to be in full force and effect on the date of such
certification, and delivered to the Trustee. 

        "Capital Stock" means, with respect to any Person, any and all shares
or other equivalents (however designated) of capital stock, partnership
interests or any other participation, right or other interest in the nature of
an equity interest in such Person or any option, warrant or other security
convertible into any of the foregoing. 

        "Company" means the party named as such in the first paragraph of this
Indenture until a successor replaces such party pursuant to Article 5 of this
Indenture, and thereafter means the successor and any other primary obligor on
the Securities. 

        "Company Order" means a written order signed in the name of the
Company by two Officers, one of whom must be its Chief Executive Officer or its
Chief Financial Officer. 

        "Company Request" means any written request signed in the name of the
Company by its Chief Executive Officer, its President, any Vice President, its
Chief Financial Officer or its Treasurer. 

        "Corporate Trust Office" means the
office of the Trustee at which at any particular time its corporate trust
business shall be principally administered. 

        "Default" means any event that is, or with the passing of time or
giving of notice or both would be, an Event of Default. 

        "Depositary" means, with respect to the Securities of any Series
issuable or issued in whole or in part in the form of one or more Global
Securities, the Person designated as Depositary for such Series by the Company,
which Depositary shall be a clearing agency registered under the Exchange Act,
until a successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Depositary" shall mean each
Person who is then a Depositary hereunder, and if at any time there is more than
one such Person, such Persons. 

        "Dollars" means the currency of the United States of America. 

        "ECU" means the European Currency Unit as determined by the Commission
of the European Union. 

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


        "Foreign Currency" means any currency or currency unit issued by a
government other than the government of the United States of America. 

        "Foreign Government Obligations" means with respect to Securities of
any Series that are denominated in a Foreign Currency, (i) direct obligations of
the government that issued or caused to be issued such currency for the payment
of which obligations its full faith and credit is pledged or (ii) obligations of
a person controlled or supervised by or acting as an agency or instrumentality
of such government the timely payment of which is unconditionally guaranteed as
a full faith and credit obligation by such government, which, in either case
under clauses (i) or (ii), are not callable or redeemable at the option of the
issuer thereof. 

        "GAAP" means generally accepted accounting principles consistently
applied as in effect in the United States from time to time. 

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        "Global Security" or "Global Securities" means a Security or
Securities, as the case may be, in the form established pursuant to Section 2.2,
evidencing all or part of a Series of Securities issued to the Depositary for
such Series or its nominee, registered in the name of such Depositary or
nominee, and bearing the legend set forth in Section 2.15(c) (or such legend as
may be specified as contemplated by Section 2.2 for such Securities). 

        "Holder" or "Securityholder" means the Person in whose name a
Security is registered on the Registrar's books. 

        "Indebtedness" means (without duplication), with respect to any
Person, any indebtedness at any time outstanding, secured or unsecured,
contingent or otherwise, which is for borrowed money (whether or not the
recourse of the lender is to the whole of the assets of such Person or only to a
portion thereof), or evidenced by bonds, notes, debentures or similar
instruments or representing the balance deferred and unpaid of the purchase
price of any property (excluding any balances that constitute accounts payable
or trade payables, and other accrued liabilities arising in the ordinary course
of business) if and to the extent any of the foregoing indebtedness would appear
as a liability upon a balance sheet of such Person prepared in accordance with
GAAP. 

        "Indenture" means this Indenture as amended, restated or supplemented
from time to time. 

        "Interest Payment Date" means the Stated Maturity of an installment of
interest on Securities of any Series. 

        "Lien" means, with respect to any property or assets of any Person,
any mortgage or deed of trust, pledge, hypothecation, assignment, deposit
arrangement, security interest, lien, charge, easement, encumbrance, preference,
priority, or other security agreement or preferential arrangement of any kind or
nature whatsoever on or with respect to such property or assets (including,
without limitation, any capitalized lease obligation, conditional sales, or
other title retention agreement having substantially the same economic effect as
any of the foregoing). 

        "Maturity Date" when used with respect to any Security or installment
of principal thereof, means the date on which the principal of such Security or
such 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, notice of option to elect payment or otherwise. 

        "Officer" means the Chief Executive Officer, the President, any Vice
President, the Chief Financial Officer, the Treasurer or the Secretary of the
Company or any other officer designated by the Board of Directors, as the case
may be. 

        "Officers' Certificate" means, with respect to any Person, a
certificate signed by the Chief Executive Officer, the President, any Vice
President, the Chief Financial Officer or any Treasurer of such Person that
shall comply with applicable provisions of this Indenture. 

        "Opinion of Counsel" means a written opinion from legal counsel which
counsel is reasonably acceptable to the Trustee. 

        "Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization or
government (including any agency or political subdivision thereof). 

        "Redemption Date" when used with respect to any Security of a Series
to be redeemed, means the date fixed for such redemption pursuant to this
Indenture. 

        "Responsible Officer"
when used with respect to the Trustee, means any officer or officers within the
corporate trust department of the Trustee (or any successor group of the
Trustee) or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and who are
responsible for compliance with the obligations of the Trustee as set forth in
this Indenture and also means, 

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 with respect to a particular corporate trust matter or obligation
required of the Trustee as set forth in this Indenture, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject. 

        "SEC" means the United States Securities and Exchange Commission as
constituted from time to time or any successor performing substantially the same
functions. 

        "Securities" means the securities that are issued under this
Indenture, as amended or supplemented from time to time pursuant to this
Indenture. 

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

        "Series" or "Series of Securities" means each series of
debentures, notes or other debt instruments of the Company created pursuant to
Sections 2.1 or 2.2 hereof. 

        "Significant Subsidiary" means (i) any direct or indirect Subsidiary
of the Company that would be a "significant subsidiary" as defined in Article 1,
Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such
regulation is in effect on the date hereof, or (ii) any group of direct or
indirect Subsidiaries of the Company that, taken together as a group, would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such regulation is in effect on
the date hereof. 

        "Stated Maturity" means, when used with
respect to any Security of any Series 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 and, when used with respect to any other
Indebtedness, means the date specified in the instrument governing such
Indebtedness as the fixed date on which the principal of such Indebtedness, or
any installment of interest thereon, is due and payable. 

        "Subsidiary" of any specified Person means any corporation,
partnership, joint venture, association or other business entity, whether now
existing or hereafter organized or acquired, (i) in the case of a corporation,
of which more than 50% of the total voting power of the Capital Stock entitled
(without regard to the occurrence of any contingency) to vote in the election of
directors thereof is held, directly or indirectly by such Person or any of its
Subsidiaries; or (ii) in the case of a partnership, joint venture, association
or other business entity, with respect to which such Person or any of its
Subsidiaries has the power to direct or cause the direction of the management
and policies of such entity by contract or otherwise or if in accordance with
GAAP such entity is consolidated with such Person for financial statement
purposes. 

        "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code
Section 77aaa-77bbbb) as in effect on the date of this Indenture (except as
provided in Section 8.3 hereof). 

        "Trustee" means the party named as such in this Indenture until a
successor replaces it pursuant to this Indenture and thereafter means the
successor. 

        "U.S. Government Obligations" means direct non-callable obligations
of, or non-callable obligations guaranteed by, the United States of America for
the payment of which obligation or guarantee the full faith and credit of the
United States of America is pledged. 

        1.2 Other Definitions. 

        The definitions of the following terms may be found in the sections indicated
as follows: 

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    Term
	 	
    Defined

    in Section

	 	 	 
	"Bankruptcy Law"	 	
    6.1

	"Business Day"	 	
    10.7

	"Covenant Defeasance"	 	
    9.3

	"Custodian"	 	
    6.1

	"Event of Default"	 	
    6.1

	"Journal"	 	
    10.15

	"Judgment Currency"	 	
    10.16

	"Legal Defeasance"	 	
    9.2

	"Legal Holiday"	 	
    10.7

	"Market Exchange Rate"	 	
    10.15

	"New York Banking Day"	 	
    10.16

	"Paying Agent"	 	
    2.4

	"Registrar"	 	
    2.4

	"Required Currency"	 	
    10.16

	"Service Agent"	 	
    2.4







        1.3         Incorporation by Reference of Trust Indenture Act. 

        Whenever this Indenture refers to a provision of the TIA, the portion of such
provision required to be incorporated herein in order for this Indenture to be
qualified under the TIA is incorporated by 
reference in and made a part of this Indenture. The following TIA terms used in
this Indenture have the following meanings: 

        "Commission" means the SEC. 

        "indenture securities" means the Securities. 

        "indenture securityholder" means a Securityholder. 

        "indenture to be qualified" means this Indenture. 

        "indenture trustee" or "institutional trustee" means the
Trustee. 

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

        All other terms used in this Indenture that are defined by the TIA, defined
in the TIA by reference to another statute or defined by SEC rule have the
meanings therein assigned to them. 

        1.4         Rules of Construction. 

        Unless the context otherwise requires: 

        (1)   a term has the meaning assigned to it herein, whether defined
    expressly or by reference; 

            (2)   an accounting term not otherwise defined has the meaning assigned
    to it in accordance with GAAP; 

            (3)   "or" is not exclusive; 

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

  

        (5)   words used herein implying any gender shall apply to each gender;
    and 

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            (6)   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 sub-division. 

  


ARTICLE 2

THE SECURITIES 

        2.1         Issuable in Series. 

        The aggregate principal amount of Securities that may be authenticated and
delivered under this Indenture is unlimited. The Securities may be issued in one
or more Series. All Securities of a Series shall be identical except as may be
set forth in a Board Resolution, a supplemental indenture or an Officers'
Certificate detailing the adoption of the terms thereof pursuant to the
authority granted under a Board Resolution. In the case of Securities of a
Series to be issued from time to time, the Board Resolution, Officers'
Certificate or supplemental indenture may provide for the method by which
specified terms (such as interest rate, Stated Maturity, record date or date
from which interest shall accrue) are to be determined. Securities may differ
between Series in respect of any matters, provided that all Series of
Securities shall be equally and ratably entitled to the benefits of the
Indenture. 

        2.2         Establishment of Terms of Series of
Securities. 

        At or prior to the issuance of any Securities within a Series, the following
shall be established (as to the Series generally, in the case of Subsection
2.2(1) and either as to such Securities within the Series or as to the Series
generally in the case of Subsections 2.2(2) through 2.2(25) by a Board
Resolution, a supplemental indenture or an Officers' Certificate, in each case,
pursuant to authority granted under a Board Resolution: 

        (1)   the title of the Series (which shall distinguish the Securities of
    that particular Series from the Securities of any other Series); 

            (2)   the price or prices (expressed as a percentage of the principal
    amount thereof) at which the Securities of the Series will be issued; 

            (3)   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 Section 2.7, 2.8, 2.11, 3.6 or 8.5); 

            (4)   the date or dates on which the principal of the Securities of the
    Series is payable; 

            (5)   the rate or rates (which may be fixed or variable) per annum or, if
    applicable, the method used to determine such rate or rates (including, but
    not limited to, any commodity, commodity index, stock exchange index or
    financial index) at which the Securities of the Series shall bear interest,
    if any, the date or dates from which such interest, if any, shall accrue,
    the date or dates on which such interest, if any, shall commence and be
    payable and any regular record date for the interest payable on any Interest
    Payment Date; 

            (6)   the place or places where the principal of and interest and
    premium, if any, on the Securities of the Series shall be payable, or the
    method of such payment, if by wire transfer, mail or other means; 

            (7)   if applicable, the period or periods within which, the price or
    prices at which and the terms and conditions upon which the Securities of
    the Series may be redeemed, in whole or in part, at the option of the
    Company; 

  

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        (8)   the obligation, if any, of the Company to redeem or purchase the
    Securities of the Series pursuant to any sinking fund or analogous
    provisions or at the option of a Holder thereof and the period or periods
    within which, the price or prices at which and the terms and conditions upon
    which Securities of the Series shall be redeemed or purchased, in whole or
    in part, pursuant to such obligation; 

            (9)   the dates, if any, on which and the price or prices at which the
    Securities of the Series will be repurchased by the Company at the option of
    the Holders thereof and other detailed terms and provisions of such
    repurchase obligations; 

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

            (11) the forms of the Securities of the Series in bearer or fully
    registered form (and, if in fully registered form, whether the Securities
    will be issuable as Global Securities); 

            (12) if other than the principal amount thereof, the portion of the
    principal amount of the Securities of the Series that shall be payable upon
    declaration of acceleration of the maturity thereof pursuant to Section 6.2;
    

            (13) the currency of denomination of the Securities of the Series, which
    may be Dollars or any Foreign Currency, including, but not limited to, the
    ECU, and if such currency of denomination is a composite currency other than
    the ECU, the agency or organization, if any, responsible for overseeing such
    composite currency; 

            (14) the designation of the currency, currencies or currency units in
    which payment of the principal of and interest and premium, if any, on the
    Securities of the Series will be made; 

            (15) if payments of principal of, interest or premium, if any, on the
    Securities of the Series are to be made in one or more currencies or
    currency units other than that or those in which such Securities are
    denominated, the manner in which the exchange rate with respect to such
    payments will be determined; 

            (16) the manner in which the amounts of payment of principal of and
    interest and premium, if any, on the Securities of the Series will be
    determined, if such amounts may be determined by reference to an index based
    on a currency or currencies or by reference to a commodity, commodity index,
    stock exchange index or financial index; 

            (17) the provisions, if any, relating to any security provided for the
    Securities of the Series; 

            (18) any addition to or change in the Events of Default which applies to
    any Securities of the Series and any change in the right of the Trustee or
    the requisite Holders of such Securities to declare the principal amount
    thereof due and payable pursuant to Section 6.2; 

            (19) any addition to or change in the covenants set forth in Articles 4
    or 5 which applies to Securities of the Series; 

            (20) any other terms of the Securities of the Series (which terms shall
    not be inconsistent with the provisions of this Indenture, except as
    permitted by Section 8.1, but which may modify or delete any provision of
    this Indenture insofar as it applies to such Series). 

            (21) any depositories, interest rate calculation agents, exchange rate
    calculation agents or other agents with respect to Securities of such Series
    if other than those appointed herein; 

  

    7

        (22) the terms and conditions, if any, upon which the Securities and any
    guarantees thereof shall be subordinated in right of payment to other
    indebtedness of the Company or any guarantor; 

            (23) the form and terms of any guarantee of the Securities; 

            (24) if applicable, that the Securities of the Series, in whole or any
    specified part, shall be defeasible pursuant to Article 9; and 

            (25) if applicable, that the Securities of the Series, in whole or any
    specified part, shall be convertible into equity securities of the Company
    

  

        All Securities of any one Series need not be issued at the same time and may
be issued from time to time, consistent with the terms of this Indenture, if so
provided by or pursuant to the Board Resolution, supplemental indenture or
Officers' Certificate referred to above, and the authorized principal amount of
any Series may not be increased to provide for issuances of additional
Securities of such Series, unless otherwise provided in such Board Resolution,
supplemental indenture or Officers' Certificate. 

        2.3         Execution and Authentication. 

        The Securities shall be executed on behalf of the Company by two Officers of
the Company or an Officer and an Assistant Secretary of the Company. Each such
signature may be either manual or facsimile. The Company's seal may be
impressed, affixed, imprinted or reproduced on the Securities and may be in
facsimile form. 

        If an Officer whose signature is on a Security no longer holds that office at
the time the Security is authenticated, the Security shall nevertheless be
valid. A Security shall not be valid until authenticated
by the manual signature of the Trustee or an
authenticating agent. The signature shall be conclusive evidence that the
Security has been authenticated under this Indenture. 

        The Trustee shall at any time, and from time to time, authenticate Securities
for original issue in the principal amount provided in the Board Resolution,
supplemental indenture hereto or Officers' Certificate, upon receipt by the
Trustee of a Company Order. Such Company Order may authorize authentication and
delivery pursuant to oral or electronic instructions from the Company or its
duly authorized agent or agents, which oral instructions shall be promptly
confirmed in writing. Each Security shall be dated the date of its
authentication unless otherwise provided by a Board Resolution, a supplemental
indenture hereto or an Officers' Certificate. 

        The aggregate principal amount of Securities of any Series outstanding at any
time may not exceed any limit upon the maximum principal amount for such Series
set forth in the Board Resolution, supplemental indenture hereto or Officers'
Certificate delivered pursuant to Section 2.2, except as provided in
Section 2.8. 

        Prior to the issuance of Securities of any Series, the Trustee shall have
received and (subject to Section 7.2) shall be fully protected in relying on:
(a) the Board Resolution, supplemental indenture hereto or Officers' Certificate
establishing the form of the Securities of that Series or of Securities within
that Series and the terms of the Securities of that Series or of Securities
within that Series, (b) an Officers' Certificate complying with Section 10.4,
and (c) an Opinion of Counsel complying with Section 10.4. 

        The Trustee shall have the right to decline to authenticate and deliver any
Securities of such Series: (a) if the Trustee, being advised in writing by
outside counsel, determines that such action may not lawfully be taken; or
(b) if the Trustee in good faith by its board of directors or trustees,
executive committee or a trust committee of directors and/or vice-presidents
shall reasonably determine that such action would expose the Trustee to personal
liability, or cause it to have a conflict of interest with respect to Holders of
any then outstanding Series of Securities. 

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        The Trustee may appoint an authenticating agent reasonably acceptable to the
Company to authenticate Securities. An authenticating agent may authenticate
Securities whenever the Trustee may do so. Any appointment shall be evidenced by
instrument signed by an authorized officer of the Trustee, a copy of which shall
be furnished to the Company. Each reference in this Indenture to authentication
by the Trustee includes authentication by such agent. An authenticating agent
has the same rights as an Agent to deal with the Company or an Affiliate of the
Company. 

        2.4         Registrar and Paying Agent. 

        The Company shall maintain an office or agency where Securities of any Series
may be presented for registration of transfer or for exchange ("Registrar"),
an office or agency located in the Borough of Manhattan, City of New York, State
of New York where Securities may be presented for payment ("Paying Agent"),
and an office or agency where notices and demands to or upon the Company in
respect of the Securities and this Indenture may be served ("Service Agent").
The Registrar shall keep a register of the Securities and of their transfer and
exchange. The Company may have one or more co-registrars and one or more
additional paying agents. The Company shall give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or 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 10.2. Neither the Company nor any Affiliate of
the Company may act as Paying Agent. The Company may change any Paying Agent,
Registrar or co-registrar without notice to any Securityholder. 

        The Company 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 Company shall give prompt written notice to the Trustee
of such designation or rescission and of any change in the location of any such
other office or agency. 

        The Company shall enter into an appropriate agency agreement with any
Registrar or Paying Agent not a party to this Indenture. The agreement shall
implement the provisions of this Indenture that relate to such Agent. The
Company shall notify the Trustee of the name and address of any such Agent. If
the Company fails to maintain a Registrar or Paying Agent, or agent for service
of notices and demands, or fails to give the foregoing notice, the Trustee shall
act as such. The Company hereby appoints the Trustee as the initial Registrar,
Paying Agent and Service Agent for each Series unless another Registrar, Paying
Agent or Service Agent, as the case may be, is appointed prior to the time
Securities of that Series are first issued. The Company hereby initially
designates the Corporate Trust Office of the Trustee as such office of the
Company. 

        2.5         Paying Agent To Hold Assets in Trust. 

        The Trustee as Paying Agent shall, and the Company shall require each Paying
Agent other than the Trustee to agree in writing that each Paying Agent shall
hold in trust for the benefit of the Holders of any Series of Securities or the
Trustee all assets held by the Paying Agent for the payment of principal of, or
interest or premium (if any) on, such Series of Securities (whether such assets
have been distributed to it by the Company or any other obligor on such Series
of Securities), and the Company and the Paying Agent shall notify the Trustee in
writing of any Default by the Company (or any other obligor on such Series of
Securities) in making any such payment. The Company at any time may require a
Paying Agent to distribute all assets held by it to the Trustee and account for
any assets disbursed and the Trustee may at any time during the continuance of
any payment default with respect to any Series of Securities, upon written
request to a Paying Agent, require such Paying Agent to distribute all assets
held by it to the Trustee and to account for any assets distributed. Upon
distribution to the Trustee of all assets that shall have been delivered by the
Company to the Paying Agent, the Paying Agent shall have no further liability
for such assets. 

        2.6         Securityholder Lists. 

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        The Trustee shall preserve in as current a form as is reasonably practicable
the most recent list available to it of the names and addresses of
Securityholders of each Series of Securities. If the Trustee is not the
Registrar, the Company shall furnish to the Trustee as of each regular record
date for the payment of interest on the Securities of a Series and before each
related Interest Payment Date, and at such other times as the Trustee may
request in writing, a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of Securityholders of each Series
of Securities. 

        2.7         Transfer and Exchange. 

        When Securities of a Series are presented to the Registrar with a request to
register the transfer thereof, the Registrar shall register the transfer as
requested, and when such Securities of a Series are presented to the Registrar
with a request to exchange them for an equal principal amount of other
authorized denominations of Securities of the same Series, the Registrar shall
make the exchange as requested. To permit transfers and exchanges, upon
surrender of any Security for registration of transfer at the office or agency
maintained pursuant to Section 2.4 hereof, the Company shall execute and the
Trustee shall authenticate Securities at the Registrar's request. 

        Notwithstanding any other provision of this Section 2.7, unless and until it
is exchanged in whole or in part for definitive Securities, a Global Security
may not be transferred except as a whole by the Depositary 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 or a nominee of such successor Depositary. 

        If (i) the Depositary is at any time
unwilling, unable or ineligible to continue as Depositary and a successor
Depositary is not appointed by the Company within 90 days after the date the
Company is so informed in writing or becomes aware of the same, or (ii) a
Default or an Event of Default has occurred and is continuing, the Company
promptly will execute and deliver to the Trustee definitive Securities, and the
Trustee, upon receipt of a Company Request for the authentication and delivery
of such definitive Securities (which the Company will promptly execute and
deliver to the Trustee), will authenticate and deliver definitive Securities,
without charge, in an aggregate principal amount equal to the principal amount
of the outstanding Global Securities, in exchange for and upon surrender of all
such Global Securities. 

        In any exchange provided for in the preceding paragraph, the Company will
execute and the Trustee will authenticate and deliver definitive Securities in
the authorized denominations provided by Section 2.3. 

        Upon the exchange of a Global Security for definitive Securities, such Global
Security shall be canceled by the Trustee. Definitive Securities issued in
exchange for Global Securities pursuant to this Section 2.7 shall be registered
in such names and in such authorized denominations as the Depositary, pursuant
to instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. 

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

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

        Any exchange or transfer shall be
without charge, except that the Company may require payment by the Holder of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in relation to a transfer or exchange, but this provision shall not apply to any
exchange pursuant to Section 2.11, 3.6 or 8.5 hereof. The Trustee shall not be
required to register transfers of Securities of any Series or to exchange
Securities of any Series for a period of 15 days before selection for redemption
of such Securities. The Trustee shall not be required to

10

exchange or register transfers of Securities of any Series called or
being called for redemption in whole or in part, except the unredeemed portion
of such Security being redeemed in part. 

        2.8         Replacement Securities. 

        If a mutilated Security is surrendered to the Trustee or if the Holder of a
Security presents evidence to the satisfaction of the Company and the Trustee
that the Security has been lost, destroyed or wrongfully taken, the Company
shall issue and the Trustee shall authenticate a replacement Security of the
same Series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding. An indemnity bond may be required by the Company
or the Trustee that is sufficient in the reasonable judgment of the Company or
the Trustee, as the case may be, to protect the Company, the Trustee or any
Agent from any loss which any of them may suffer if a Security is replaced. The
Company may charge such Holder for its reasonable, out-of-pocket expenses in
replacing a Security, including the fees and expenses of counsel. Every
replacement Security shall constitute an additional obligation of the Company,
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 proportionally with any and all other Securities of that
Series duly issued hereunder. 

        2.9         Outstanding Securities. 

        Securities outstanding at any time are all Securities authenticated by the
Trustee except for those canceled by it, those delivered to it for cancellation,
and those described in this Section 2.9 as not outstanding. 

        If a Security is replaced pursuant to Section 2.8 (other than a mutilated
Security surrendered for replacement), it ceases to be outstanding until the
Company and the Trustee receive proof satisfactory to each of them that the
replaced Security is held by a bona fide purchaser. A mutilated Security ceases
to be outstanding upon surrender of such Security and replacement thereof
pursuant to Section 2.8. 

        If a Paying Agent holds on a Redemption Date or Maturity Date of a Series of
Securities money sufficient to pay the principal of, premium, if any, and
accrued interest on Securities payable on that date and is not prohibited from
paying such money to the Holders thereof pursuant to the terms of this
Indenture, then on and after that date such Securities cease to be outstanding
and interest on them ceases to accrue. 

        Subject to Section 2.10, a Security does not cease to be outstanding solely
because the Company or an Affiliate holds the Security. 

        2.10         Treasury Securities. 

        In determining whether the Holders of the required principal amount of
Securities of a Series have concurred in any request, demand, authorization,
direction, notice, consent or waiver, Securities of a Series owned by the
Company or an Affiliate shall be disregarded, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
request, demand, authorization, direction, notice, consent or waiver only
Securities of a Series that the Trustee knows are so owned shall be so
disregarded. 

        2.11         Temporary Securities. 

        Until definitive Securities are ready for delivery, the Company may prepare
and the Trustee shall authenticate temporary Securities. Temporary Securities
shall be substantially in the form, and shall carry all rights, of definitive
Securities but may have variations that the Company considers appropriate for
temporary Securities. Without unreasonable delay, the Company shall prepare and
the Trustee shall authenticate definitive Securities in exchange for temporary
Securities presented to it. 

        2.12         Cancellation. 

11

        The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Securities surrendered to them for transfer, exchange or payment. At the
direction of the Trustee, the Registrar or the Paying Agent, and no one else,
shall cancel and at the written request of the Company, shall dispose of all
Securities surrendered for transfer, exchange, payment or cancellation. If the
Company shall acquire any of the Securities, such acquisition shall not operate
as a redemption or satisfaction of the Indebtedness represented by such
Securities unless and until the same are surrendered to the Trustee for
cancellation pursuant to this Section 2.12. 

        2.13         Payment of Interest; Defaulted Interest; Computation of Interest. 

        Except as otherwise provided as contemplated by Section 2.2 with respect to
any Series of Securities, 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 is registered at the close of business
on the regular record date for such interest, as provided in the Board
Resolution, supplemental indenture hereto or Officers' Certificate establishing
the terms of such Series. 

        With respect to any Holder with an aggregate principal amount of Securities
of any Series in an amount in excess of $2,000,000, upon receipt by the Trustee
of a written request from such Holder, payments of interest with respect to such
Securities shall be made to such Holder by wire transfer of immediately
available funds. Each other Holder shall receive payments of interest by check
or by transfer to an account maintained by such Holder in the United States. 

        If the Company defaults in a payment of interest on the Securities, it shall
pay the defaulted amounts, plus any interest payable on defaulted amounts
pursuant to Section 4.1 hereof, to the persons who are Securityholders on a
subsequent special record date, which date shall be the fifteenth day next
preceding the date fixed by the Company for the payment of defaulted interest or
the next succeeding Business Day if such date is not a Business Day. At least
15 days before the special record date, the Company shall mail or cause to be
mailed to each Securityholder, with a copy to the Trustee, a notice that states
the special record date, the payment date, and the amount of defaulted interest,
and interest payable on such defaulted interest, if any, to be paid. 

        Except as otherwise specified as contemplated by Section 2.2 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. 

        2.14         CUSIP Number. 

        The Company in issuing the Securities may use one or more "CUSIP" numbers,
and if so, the Trustee shall use the CUSIP number(s) in notices of redemption or
exchange as a convenience to Holders, provided that any such notice may state
that no representation is made as to the correctness or accuracy of the CUSIP
number(s) printed in the notice or on the Securities, and that reliance may be
placed only on the other identification numbers printed on the Securities. 

        2.15        Provisions for Global Securities. 

        (a)   A Board Resolution, a supplemental indenture hereto or an Officers'
Certificate shall establish whether the Securities of a Series shall be issued
in whole or in part in the form of one or more Global Securities and the
Depositary for such Global Securities or Securities. 

        (b)   Notwithstanding any provisions to the contrary contained in Section 2.7
of the Indenture and in addition thereto, any Global Security shall be
exchangeable pursuant to Section 2.7 of the Indenture for Securities registered
in the names of Holders other than the Depositary for such Security or its
nominee only if (i) such Depositary notifies the Company that it is unwilling or
unable to continue as Depositary for such Global
Security or if at any time such Depositary ceases to be a clearing agency
registered under the Exchange Act, and, in either case,

12

 the Company fails to appoint a successor Depositary within 90 days
after such event, (ii) the Company executes and delivers to the Trustee an
Officers' Certificate to the effect that such Global Security shall be so
exchangeable or (iii) a Default or an Event of Default with respect to the
Securities represented by such Global Security shall have occurred and be
continuing. Any Global Security that is exchangeable pursuant to the preceding
sentence shall be exchangeable for Securities registered in such names as the
Depositary shall direct in writing in an aggregate principal amount equal to the
principal amount of the Global Security with like tenor and terms. 

        Except as provided in this Section 2.15(b), a Global Security may not be
transferred except as a whole by the Depositary with respect to such Global
Security to a nominee of such Depositary, by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by the Depositary or
any such nominee to a successor Depositary or a nominee of such a successor
Depositary. 

        (c)   Any Global Security issued hereunder shall bear a legend in
substantially the following form: 

        "This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of the Depositary or a
nominee of the Depositary. This Security is exchangeable for Securities
registered in the name of a person other than the Depositary or its nominee only
in the limited circumstances described in the Indenture, and may not be
transferred except as a whole by the Depositary to a nominee of the Depositary,
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 a successor Depositary." 

        (d)   The Depositary, as a Holder, may appoint agents and otherwise authorize
participants to give or take any request, demand, authorization, direction,
notice, consent, waiver or other action which a Holder is entitled to give or
take under the Indenture. 

        (e)   Notwithstanding the other provisions of this Indenture, unless
otherwise specified as contemplated by Section 2.2, payment of the principal of
and interest and premium, if any, on any Global Security shall be made to the
Depositary or its nominee in its capacity as the Holder thereof. 

        (f) Except as provided in Section 2.15(e), the Company, the Trustee and any
Agent shall treat a person as the Holder of such principal amount of outstanding
Securities of any Series represented by a Global Security as shall be specified
in a written statement of the Depositary (which may be in the form of a
participants' list for such Series) with respect to such Global Security, for
purposes of obtaining any consents, declarations, waivers or directions required
to be given by the Holders pursuant to this Indenture. 

        2.16         Persons Deemed Owners. 

        Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee, the Registrar and any agent of the Company, the Registrar
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
and any premium and (subject to Section 2.13) any interest on such Security and
for all other purposes whatsoever, and neither the Company, the Trustee, the
Registrar nor any agent of the Company, the Registrar or the Trustee shall be
affected by notice to the contrary. 


ARTICLE 3

REDEMPTION 

        3.1        Notices of Trustee. 

        The Company may, with respect to
any Series of Securities, reserve the right to redeem and pay the Series of
Securities or may covenant to redeem and pay the Series of Securities or any
part thereof prior to the Stated Maturity thereof at such time and on such terms
as provided for in such Securities or the related Board Resolution, 

13

supplemental indenture or Officers' Certificate. If a Series of Securities is
redeemable and the Company elects to redeem such Securities of a Series, it shall notify
the Trustee of the Redemption Date and the principal amount of Securities to be
redeemed at least 35 days (unless a shorter notice shall be satisfactory to the
Trustee) but not more than 90 days before the Redemption Date. Any such notice
may be canceled at any time prior to notice of such redemption being mailed to
any Holder and shall thereby be void and of no effect. 

        3.2         Selection by Trustee of Securities to Be Redeemed. 

        Unless otherwise indicated for a particular Series of Securities by a Board
Resolution, a supplemental indenture or an Officers' Certificate, if fewer than
all of the Securities of a Series are to be redeemed, the Trustee shall select
the Securities of a Series to be redeemed pro rata, by lot or by any other
method that the Trustee considers fair and appropriate and, if such Securities
are listed on any securities exchange, by a method that complies with the
requirements of such exchange. 

        The Trustee shall make the selection from Securities of a Series outstanding
and not previously called for redemption and shall promptly notify the Company
in writing of the Securities selected for redemption and, in the case of any
Security selected for partial redemption, the principal amount thereof to be
redeemed. Securities of a Series in denominations of $1,000 may be redeemed only
in whole. The Trustee may select for redemption portions of the principal of
Securities of a Series that have denominations larger than $1,000. Securities of
a Series and portions of them it selects shall be in amounts of $1,000 or, with
respect to Securities of any Series issuable in other denominations pursuant to
Section 2.2(10), the minimum principal denomination for each Series and integral
multiples thereof. Provisions of this Indenture that apply to Securities called
for redemption also apply to portions of Securities called for redemption. 

        3.3         Notice of Redemption. 

        Unless otherwise indicated for a particular Series by Board Resolution, a
supplemental indenture hereto or an Officers' Certificate, at least 30 days, and
no more than 90 days, before a Redemption Date, the Company shall mail, or cause
to be mailed, a notice of redemption by first-class mail to each Holder of
Securities to be redeemed at his or her last address as the same appears on the
registry books maintained by the Registrar. 

        The notice shall identify the Securities to be redeemed (including the CUSIP
number(s) thereof, if any) and shall state: 

        (1)   the Redemption Date; 

            (2)   the redemption price; 

            (3)   if any Security of a Series is being redeemed in part, the portion
    of the principal amount of such Security of a Series to be redeemed and
    that, after the Redemption Date and upon surrender of such Security of a
    Series, a new Security or Securities in principal amount equal to the
    unredeemed portion will be issued; 

            (4)   the name and address of the Paying Agent; 

            (5)   that Securities of a Series called
    for redemption must be surrendered to the Paying Agent to collect the
    redemption price, and the place or places where each such Security is to be
    surrendered for such payment; 

            (6)   that, unless the Company
    defaults in making the redemption payment, interest on the Securities of a
    Series called for redemption ceases to accrue on or after the Redemption
    Date, and the only 

    14

    remaining right of the Holders of such Securities is to receive payment of the redemption price upon surrender to the
    Paying Agent of the Securities redeemed; and 

            (7)   if fewer than all the Securities of a Series are to be redeemed,
    the identification of the particular Securities of a Series (or portion
    thereof) to be redeemed, as well as the aggregate principal amount of
    Securities of a Series to be redeemed and the aggregate principal amount of
    Securities of a Series to be outstanding after such partial redemption. 

  

        At the Company's request, the Trustee shall give the notice of redemption in
the Company's name and at the Company's sole expense. 

        3.4         Effect of Notice of Redemption. 

        Once the notice of redemption described in Section 3.3 is mailed, Securities
of a Series called for redemption become due and payable on the Redemption Date
and at the redemption price, plus interest, if any, accrued to (but not
including) the Redemption Date. Upon surrender to the Trustee or Paying Agent,
such Securities of a Series shall be paid at the redemption price, plus accrued
interest, if any, to (but not including) the Redemption Date, provided 
that if the Redemption Date is after a regular interest payment record date and
on or prior to the next Interest Payment Date, the accrued interest shall be
payable to the Holder of the redeemed Securities registered on the relevant
record date, as specified by the Company in the notice to the Trustee pursuant
to Section 3.1 hereof. 

        3.5         Deposit of Redemption Price. 

        On or prior to the Redemption Date, the Company shall deposit with the Paying
Agent money sufficient to pay the redemption price of and accrued interest, if
any, on all Securities to be redeemed on that date other than Securities or
portions thereof called for redemption on that date which have been delivered by
the Company to the Trustee for cancellation. 

        On and after any Redemption Date, if money sufficient to pay the redemption
price of and accrued interest on Securities called for redemption shall have
been made available in accordance with the preceding paragraph and the Company
and the Paying Agent are not prohibited from paying such moneys to Holders, the
Securities called for redemption will cease to accrue interest and the only
right of the Holders of such Securities will be to receive payment of the
redemption price of and, subject to the proviso in Section 3.4, accrued and
unpaid interest on such Securities to the Redemption Date. If any Security
called for redemption shall not be so paid, interest will be paid, from the
Redemption Date until such redemption payment is made, on the unpaid principal
of the Security and any interest or premium (if any) not paid on such unpaid
principal, in each case, at the rate and in the manner provided in the
Securities. 

        3.6         Securities Redeemed in Part. 

        Upon surrender of a Security of a Series that is redeemed in part, the
Trustee shall authenticate for a Holder a new Security of the same Series equal
in principal amount to the unredeemed portion of the Security surrendered. 


ARTICLE 4

COVENANTS 

        4.1         Payment of Securities. 

        The Company shall pay the principal of and interest and premium, if any, on
each Series of Securities on the dates and in the manner provided in such
Securities and this Indenture. 

15

        An installment of principal or interest shall be considered paid on the date
it is due if the Trustee or Paying Agent holds on that date money designated for
and sufficient to pay such installment and is not prohibited from paying such
money to the Holders pursuant to the terms of this Indenture or otherwise. 

        The Company shall pay interest on overdue principal, and overdue interest, to
the extent lawful, at the rate specified in the Series of Securities. 

        4.2         SEC Reports. 

        The Company will deliver to the Trustee and the Holders of Securities within
15 days after the filing of the same with the SEC, copies of the quarterly and
annual report and of the information documents and other reports, if any, which
the Company is required to file with the SEC pursuant to Section 13 or 15(d) of
the Exchange Act. Notwithstanding that the Company may not be subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company
will file with the SEC, to the extent permitted, and provide the Trustee,
Holders of each Series of Securities and prospective holders of each Series of
Securities with such quarterly and annual reports and such information,
documents and other reports specified in Section 13 and 15(d) of the Exchange
Act. The Company will also comply with the other provisions of TIA
Section 314(a). 

        4.3         Waiver of Stay, Extension or Usury Laws. 

        The Company covenants (to the extent that it may lawfully do so) that it will
not at any time insist upon, or plead (as a defense or otherwise) or in any
manner whatsoever claim or take the benefit or advantage of, any stay, extension
law, usury law or other law which would prohibit or forgive the Company from
paying all or any portion of the principal of, premium, if any, and/or interest
on the Securities as contemplated herein, wherever enacted, now or at any time
hereafter in force, or which may affect the covenants or the performance of this
Indenture; and (to the extent that they may lawfully do so) the Company hereby
expressly waives all benefit or advantage of any such law, and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted. 

        4.4         Compliance Certificate. 

        (a)   The Company shall deliver to the Trustee, within 90 days after the end
of each fiscal year of the Company, an Officers' Certificate which complies with
TIA Section 314(a)(4) stating that a review of the activities of the Company and
its Subsidiaries during such fiscal year has been made under the supervision of
the signing Officers with a view to determining whether each has kept, observed,
performed and fulfilled its obligations under this Indenture, and further
stating, as to each such Officer signing such certificate, that to the best of
his or her knowledge each has kept, observed, performed and fulfilled each and
every covenant contained in this Indenture and is not in default in the
performance or observance of any of the terms, provisions and conditions hereof
(or, if a Default or Event of Default shall have occurred, describing all such
Defaults or Events of Default of which he or she may have knowledge and what
action each is taking or proposes to take with respect thereto) and that to the
best of his or her knowledge no event has occurred and remains in existence by
reason of which payments on account of the principal of or interest or premium,
if any, on the Securities is prohibited or if
such event has occurred, a description of the event and what action each is
taking or proposes to take with respect thereto. 

        (b)   (i) If any Default or Event of Default has occurred and is continuing
or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a
claimed Default under this Indenture or the Securities, the Company shall
deliver to the Trustee an Officers' Certificate specifying such event, notice or
other action within five Business Days of its becoming aware of such occurrence
and what action the Company is taking or proposes to take with respect thereto.


        4.5         Payment of Taxes and Other Claims. 

16

        The Company shall pay or discharge or cause to be paid or discharged, before
the same shall become delinquent, (i) all taxes, assessments and governmental
charges (including withholding taxes and any penalties, interest and additions
to taxes) levied or imposed upon it or any of its Significant Subsidiaries or
properties of it or any of its Significant Subsidiaries and (ii) all lawful
claims for labor, materials and supplies that, if unpaid, might by law become a
Lien upon the property of it or any of its Significant Subsidiaries; 
provided, however, that the Company shall not be required to pay or
discharge or cause to be paid or discharged any such tax, assessment, charge or
claim if the amount, applicability or validity thereof is being contested in
good faith by appropriate proceedings and an adequate reserve has been
established therefor to the extent required by GAAP. 

        4.6         Corporate Existence. 

        Subject to Article 5 hereof, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence, and the corporate, partnership or other existence of each Significant
Subsidiary, in accordance with the respective organizational documents (as the
same may be amended from time to time) of the Company and of each Significant
Subsidiary, and the rights (charter and statutory), licenses and franchises of
the Company and its Significant Subsidiaries; provided, however, that the
Company shall not be required to preserve any such right, license or franchise,
or the corporate, partnership or other existence of any of its Significant
Subsidiaries, if the Board of Directors shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company and
its Significant Subsidiaries, taken as a whole, and that the loss thereof is not
adverse in any material respect to the Holders. 

        4.7         Maintenance of Properties. 

        The Company will cause all properties used or useful in the conduct of its
business or the business of any Subsidiary to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Company may
be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided, however,
that nothing in this Section 4.7 shall prevent the Company from discontinuing
the operation or maintenance of any of such properties if such discontinuance
is, in the judgment of the Company, desirable in the conduct of its business or
the business of any Subsidiary and not disadvantageous in any material respect
to the Holders. 



ARTICLE 5

SUCCESSOR CORPORATION 

        5.1         Limitation on Consolidation, Merger and Sale of Assets. 

        (a)   The Company will not, in any transaction or series of transactions,
merge or consolidate with or into, or sell, assign, convey, transfer, lease or
otherwise dispose of all or substantially all of its properties and assets (as
an entirety or substantially as an entirety in one transaction or a series of
related transactions), to any Person or Persons, unless at the time of and after
giving effect thereto (i) either (A) if the transaction or series of
transactions is a merger or consolidation, the Company shall be the surviving
Person of such merger or consolidation, or (B) the Person formed by such
consolidation or into which the Company is merged or to which the properties and
assets of the Company are transferred (any such surviving Person or transferee
Person being the "Surviving Entity") shall be a corporation organized and
existing under the laws of the United States of America, any state thereof or
the District of Columbia and shall expressly assume by a supplemental indenture
executed and delivered to the Trustee, in form reasonably satisfactory to the
Trustee, all the obligations of the Company (including, without limitation, the
obligation to pay the principal of, and premium and interest, if any, on the
Securities and the performance of the other covenants) under the Securities of
each Series and this Indenture, and in each case, this Indenture shall remain in
full force and effect; and (ii) immediately before and immediately after giving
effect to such transaction or series of transactions on a pro forma basis
(including, without limitation, any Indebtedness incurred or anticipated to be
incurred in connection with or in respect of such transaction or series of
transactions), no Default or Event of Default shall have occurred and be
continuing. 

17

        (b)   In connection with any consolidation, merger or transfer of assets
contemplated by this Section 5.1, the Company shall deliver, or cause to be
delivered, to the Trustee, in form and substance reasonably satisfactory to the
Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that
such consolidation, merger or transfer and the supplemental indenture in respect
thereto comply with this Section 5.1 and that all conditions precedent herein
provided for relating to such transaction or transactions have been complied
with. 

        5.2         Successor Person Substituted. 

        Upon any consolidation or merger, or any transfer of all or substantially all
of the assets of the Company in accordance with Section 5.1 above, the successor
corporation formed by such consolidation or into which the Company is merged or
to which such transfer is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor corporation had been named as the Company
herein, and thereafter (except with respect to any such transfer which is a
lease) the predecessor corporation shall be relieved of all obligations and
covenants under this Indenture and the Securities. 


ARTICLE 6

DEFAULTS AND REMEDIES 

        6.1         Events of Default. 

        "Events of Default," wherever used herein with respect to Securities
of any Series, means any one of the following events, unless in the establishing
Board Resolution, supplemental indenture or Officers' Certificate, it is
provided that such Series shall not have the benefit of said Event of Default:


        (1)   there is a default in the payment of any principal of, or premium,
    if any, on the Securities when the same becomes due and payable at maturity,
    upon acceleration, redemption or otherwise; 

            (2)   there is a default in the payment of any interest on any Security
    of a Series when the same becomes due and payable and the Default continues
    for a period of 30 days; 

            (3)   the Company defaults in the observance or performance of any other
    covenant in the Securities of a Series or this Indenture for 90 days after
    written notice from the Trustee or the Holders of not less than 25% in the
    aggregate principal amount of the Securities of such Series then
    outstanding; 

            (4)   the Company or any Significant Subsidiary pursuant to or within the
    meaning of any Bankruptcy Law: 

    (A)  commences a voluntary case, 

        (B)  consents to the entry of an order for relief against it in an
        involuntary case, 

        (C)  consents to the appointment of a Custodian of it or for all or
        substantially all of its property, or

        (D)  makes a general assignment for the benefit of its creditors;

      
    
            (5)   a court of competent jurisdiction enters an order or decree under
    any Bankruptcy Law that: 

            (A)  is for relief against the Company or any Significant Subsidiary
        in an involuntary case; 

      
    
  

        18

        (B)  appoints a Custodian of the Company or any Significant
        Subsidiary or for all or substantially all of the property of the
        Company or any Significant Subsidiary; or 

                (C)  orders the liquidation of the Company or any Significant
        Subsidiary, and the order or decree remains unstayed and in effect for
        90 days; or 

      
    
            (6)   any other Event of Default provided with respect to Securities of
    that Series, which is specified in a Board Resolution, a supplemental
    indenture hereto or an Officers' Certificate, in accordance with
    Section 2.2(18). 

  

        The term "Bankruptcy Law" means Title 11, U.S. Code or any similar
Federal or state law for the relief of debtors. The term "Custodian"
means any receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law. 

        The Trustee may withhold notice of any Default (except in payment of
principal or premium, if any, or interest on the Securities) to the Holders of
the Securities of any Series in accordance with Section 7.5. 

        6.2         Acceleration. 

        If an Event of Default with respect to Securities of any Series at the time
outstanding (other than an Event of Default arising under Section 6.1(4) or (5))
occurs and is continuing, the Trustee by written notice to the Company, or the
Holders of not less than 25% in aggregate principal amount of the Securities of
that Series then outstanding may by written notice to the Company and the
Trustee declare that the entire principal amount of all the Securities of that
Series then outstanding plus accrued and unpaid interest to the date of
acceleration are immediately due and payable, in which case such amounts shall
become immediately due and payable; provided, however, that after
such acceleration but before a judgment or decree based on such acceleration is
obtained by the Trustee, the Holders of a majority in aggregate principal amount
of the outstanding Securities of that Series may rescind and annul such
acceleration and its consequences if (i) all existing Events of Default, other
than the nonpayment of accelerated principal, premium, if any, or interest that
has become due solely because of the acceleration, have been cured or waived,
(ii) to the extent the payment of such interest is lawful, interest on overdue
installments of interest and overdue principal, which has become due otherwise
than by such declaration of acceleration, has been paid and (iii) if the
rescission would not conflict with any judgment or decree. No such rescission
shall affect any subsequent Default or impair any right consequent thereto. In
case an Event of Default specified in Section 6.1(6) or (7) with respect to the
Company occurs, such principal, premium, if any, and interest amount with
respect to all of the Securities of that Series shall be due and payable
immediately without any declaration or other act on the part of the Trustee or
the Holders of the Securities of that Series. 

        6.3         Other Remedies. 

        If an Event of Default with respect to Securities of any Series at the time
outstanding occurs and is continuing, the Trustee may pursue any available
remedy by proceeding at law or in equity to collect the payment of principal of,
or premium, if any, and interest on the Securities of that Series or to enforce
the performance of any provision of the Securities of that Series or this
Indenture. 

        The Trustee may maintain a proceeding even if it does not possess any of the
Securities of that Series or does not produce any of them in the proceeding. A
delay or omission by the Trustee or any Securityholder in exercising any right
or remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative to the
extent permitted by law. 

        6.4 Waiver of Past Defaults and Events of Default. 

19

        Subject to Sections 6.2, 6.7 and 8.2 hereof, the Holders of a majority in
principal amount of the Securities of any Series then outstanding have the right
to waive any existing Default or Event of Default with respect to such Series or
compliance with any provision of this Indenture (with respect to such Series) or
the Securities of such Series. Upon any such waiver, such Default with respect
to such Series shall cease to exist, and any Event of Default with respect to
such Series arising therefrom shall be deemed to have been cured for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or Event of Default or impair any right consequent thereto. 

        6.5         Control by Majority. 

        The Holders of a majority in principal amount of the Securities of any Series
then outstanding may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee by this Indenture with respect to such Series.
The Trustee, however, may refuse to follow any direction that conflicts with law
or this Indenture or that the Trustee determines may be unduly prejudicial to
the rights of another Securityholder or that may involve the Trustee in personal
liability; provided that the Trustee may take any other action deemed proper by
the Trustee which is not inconsistent with such direction. 

        6.6         Limitation on Suits. 

        Subject to Section 6.7 below, a Securityholder may not institute any
proceeding or pursue any remedy with respect to this Indenture or the Securities
of a Series unless: 

        (1)   the Holder gives to the Trustee written notice of a continuing
    Event of Default with respect to the Securities of that Series; 

            (2)   the Holders of at least 25% in aggregate principal amount of the
    Securities of such Series then outstanding make a written request to the
    Trustee to pursue the remedy; 

            (3)   such Holder or Holders offer to the Trustee indemnity reasonably
    satisfactory to the Trustee against any loss, liability or expense to be
    incurred in compliance with such request; 

            (4)   the Trustee does not comply with the request within 60 days after
    receipt of the request and the offer of indemnity; 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
    aggregate principal amount of the Securities of such Series then
    outstanding. 

  

        A Securityholder may not use this Indenture to prejudice the rights of
another Securityholder or to obtain a preference or priority over another
Securityholder. 

        6.7         Rights of Holders To Receive Payment. 

        Notwithstanding any other provision of this Indenture, the right of any
Holder of a Security of a Series to receive payment of principal of, or premium,
if any, and interest of the Security of such Series on or after the respective
due dates expressed in the Security of such Series, or to bring suit for the
enforcement of any such payment on or after such respective dates, is absolute
and unconditional and shall not be impaired or affected without the consent of
the Holder. 

20

        6.8         Collection Suit by Trustee. 

        If an Event of Default in payment of principal, premium or interest specified
in Section 6.1(1) or (2) hereof with respect to Securities of any Series at the
time outstanding occurs and is continuing, the Trustee may recover judgment in
its own name and as trustee of an express trust against the Company (or any
other obligor on the Securities of that Series) for the whole amount of unpaid
principal and accrued interest remaining unpaid, together with interest on
overdue principal and, to the extent that payment of such interest is lawful,
interest on overdue installments of interest, in each case at the rate then
borne by the Securities of that Series, and such further amounts 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. 

        6.9         Trustee May File Proofs of Claim. 

        The Trustee may file such proofs of claim and other papers or documents as
may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and the Securityholders
allowed in any judicial proceedings relative to the Company (or any other
obligor upon the Securities), any of their respective creditors or any of their
respective property and shall be entitled and empowered to collect and receive
any monies or other property payable or deliverable on any such claims and to
distribute the same after deduction of its charges and expenses to the extent
that any such charges and expenses are not paid out of the estate in any such
proceedings and any custodian in any such judicial proceeding is hereby
authorized by each Securityholder to make such payments to the Trustee, and in
the event that the Trustee shall consent to the making of such payments directly
to the Securityholders, to pay to the Trustee any amount due to 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 7.7
hereof. 

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

        6.10        Priorities. 

        If the Trustee collects any money pursuant to this Article 6, it shall pay
out the money in the following order: 

        FIRST: to the Trustee for amounts due under Section 7.7 hereof; 

        SECOND: to Securityholders for amounts then due and unpaid for principal,
premium, if any, and interest on the Securities 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 for principal and any premium and interest, respectively; and 

        THIRD: to the Company. 

        The Trustee may fix a record date and payment date for any payment to
Securityholders pursuant to this Section 6.10. 

        6.11         Undertaking for Costs. 

In any suit for the enforcement of any right or remedy under this Indenture
or in any suit against the Trustee for any action taken or omitted by it as
Trustee, a court in its discretion may require the filing by any party 

21

 litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a
Holder pursuant to Section 6.7 hereof or a suit by Holders of more than 10% in
principal amount of the Securities of a Series then outstanding. 


ARTICLE 7

TRUSTEE 

        7.1         Duties of Trustee. 

        (a)   If an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture and
use the same degree of care and skill in its exercise as a prudent person would
exercise or use under the same circumstances in the conduct of his own affairs.


        (b)   Except during the continuance of an Event of Default: 

        (1)   The Trustee need perform only those duties that are specifically
    set forth in this Indenture and no covenants or obligations shall be implied
    in this Indenture against the Trustee. 

            (2)   In the absence of bad faith on its part, the Trustee may
    conclusively rely, as to the truth of the statements and the correctness of
    the opinions expressed therein, upon certificates or opinions furnished to
    the Trustee and conforming to the requirements of this Indenture but, in the
    case of any such certificates or opinions which by any provision hereof are
    specifically required to be furnished to the Trustee, the Trustee shall be
    under a duty to examine the same to determine whether or not they conform to
    the requirements of this Indenture. 

  

        (c)   The Trustee may not be relieved from liability for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except
that: 

        (1)   This paragraph does not limit the effect of paragraph (b) of this
    Section 7.1. 

            (2)   The Trustee shall not be liable for any error of judgment made in
    good faith by a Responsible Officer, unless it is proved that the Trustee
    was negligent in ascertaining the pertinent facts. 

            (3)   The Trustee shall not be liable with respect to any action it takes
    or omits to take in good faith in accordance with a direction received by it
    pursuant to Sections 6.2 and 6.5 hereof. 

  

        (d)   No provision of this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur any financial liability in the performance
of any of its rights or powers if it shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity satisfactory to it against
such risk or liability is not reasonably assured to it. 

        (e)   Whether or not therein expressly so provided, paragraphs (a), (b),
(c) and (d) of this Section 7.1 shall govern every provision of this Indenture
that in any way relates to the Trustee. 

        (f) The Trustee shall not be liable for interest on any money received by it
except as the Trustee may agree in writing with the Company. Money held in trust
by the Trustee need not be segregated from other funds except to the extent
required by the law. 

22

        (g)   The Paying Agent, the Registrar and any authenticating agent shall be
entitled to the protections, immunities and standard of care set forth in
paragraphs (a), (b), (c), and (d) of this Section 7.1 and in Section 7.2 with
respect to the Trustee. 

        7.2 Rights of Trustee. 

        (a)   Subject to Section 7.1 hereof: 

        (1)   The Trustee may rely on and shall be protected in acting or
    refraining from acting upon any document reasonably believed by it to be
    genuine and to have been signed or presented by the proper person. The
    Trustee need not investigate any fact or matter stated in the document. 

            (2)   Before the Trustee acts or refrains
    from acting, it may require an Officers' Certificate or an Opinion of
    Counsel, or both, which shall conform to the provisions of Section 10.5
    hereof. The Trustee shall be protected and shall not be liable for any
    action it takes or omits to take in good faith in reliance on such
    certificate or opinion. 

            (3)   The Trustee may act through agents and shall not be responsible for
    the misconduct or negligence of any agent appointed by it with due care. 

            (4)   The Trustee shall not be liable for any action it takes or omits to
    take in good faith which it reasonably believes to be authorized or within
    its rights or powers. 

            (5)   The Trustee may consult with counsel of its selection, and the
    advice or opinion of such counsel as to matters of law shall be full and
    complete authorization and protection from liability in respect of any
    action taken, omitted or suffered by it hereunder in good faith and in
    accordance with the advice or opinion of such counsel. 

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

            (7)   The Trustee shall not be deemed to have knowledge of any fact or
    matter unless such fact or matter is known to a Responsible Officer of the
    Trustee. 

  

        7.3         Individual Rights of Trustee. 

        The Trustee in its individual or any other capacity may become the owner or
pledgee of Securities and may make loans to, accept deposits from, perform
services for or otherwise deal with the Company, or any Affiliate thereof, with
the same rights it would have if it were not Trustee. Any Agent may do the same
with like rights. The Trustee, however, shall be subject to Sections 7.10 and
7.11 hereof. 

        7.4         Trustee's Disclaimer. 

        The Trustee makes no representation as to the validity or adequacy of this
Indenture or the Securities (except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture and authenticate the Securities
and perform its obligations hereunder), it shall not be accountable for the
Company's use of the proceeds from the sale of Securities or any money paid to
the Company pursuant to the terms of this Indenture and it shall not be
responsible for any statement in the Securities other than its certificates of
authentication. 

        7.5         Notice of Default. 

23

        If a Default or an Event of Default occurs and is continuing with respect to
the Securities of any Series and if it is known to the Trustee, the Trustee
shall mail to each Securityholder of the Securities of that Series notice of the
Default or the Event of Default, as the case may be, within 30 days after it
occurs. Except in the case of a Default or an Event of Default in payment of the
principal of, or premium, if any, or interest on any Security of any Series, the
Trustee may withhold the notice if and so long as the Board of Directors of the
Trustee, the executive committee or any trust committee of such board and/or its
Responsible Officers in good faith determine(s) that withholding the notice is
in the interests of the Securityholders of that Series. 

        7.6         Reports by Trustee to Holders. 

        If and to the extent required by the TIA, within 60 days after _______ of
each year, commencing the _______ following the date of this Indenture, the
Trustee shall mail to each Securityholder a brief report dated as of such
_______ that complies with TIA Section 313(a). The Trustee also shall comply
with TIA Sections 313(b) and 313(c). 

        A copy of each report at the time of its mailing to Securityholders shall be
filed with the SEC and any stock exchange on which the Securities of that Series
are listed. The Company shall promptly notify the Trustee when the Securities of
any Series are listed on any stock exchange, and the Trustee shall comply with
TIA Section 313(d). 

        7.7         Compensation and Indemnity. 

        The Company shall pay to the Trustee from time to time reasonable
compensation for its services. The Trustee's compensation shall not be limited
by any provision of law on compensation of a trustee of an express trust. The
Company shall reimburse the Trustee upon request for all reasonable
disbursements, expenses and advances incurred or made by it in connection with
its duties under this Indenture, including the reasonable compensation,
disbursements and expenses of the Trustee's agents and counsel. 

        The Company shall indemnify the Trustee for, and hold it harmless against,
any and all loss or liability incurred by it in connection with the acceptance
or performance of its duties under this Indenture 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. The
Trustee shall notify the Company promptly of any claim asserted against the
Trustee for which it may seek indemnity. However, the failure by the Trustee to
so notify the Company shall not relieve the Company of its obligations.
Notwithstanding the foregoing, the Company need not reimburse the Trustee for
any expense or indemnify it against any loss or liability incurred by the
Trustee through its negligence or bad faith. 

        To secure the payment obligations of the Company in this Section 7.7, the
Trustee shall have a Lien prior to the Securities of any Series on all money or
property held or collected by the Trustee, except such money or property held in
trust to pay principal of and interest and premium (if any) on particular
Securities of that Series. 

        When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.1(4) or (5) hereof occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law. 

        For purposes of this Section 7.7, the term "Trustee" shall include any
trustee appointed pursuant to Article 9. 

        7.8         Replacement of Trustee. 

        The Trustee may resign with respect to the Securities of one or more Series
by so notifying the Company in writing at least 90 days in advance of such
resignation. 

24

        The Holders of a majority in principal amount of the outstanding Securities
of any Series may remove the Trustee with respect to that Series by notifying
the removed Trustee in writing and may appoint a successor Trustee with respect
to that Series with the written consent of the Company, which consent shall not
be unreasonably withheld. The Company may remove the Trustee with respect to
that Series at its election if: 

        (1)   the Trustee fails to comply with, or ceases to be eligible under,
    Section 7.10 hereof; 

            (2)   the Trustee is adjudged a bankrupt or an insolvent or an order for
    relief is entered with respect to the Trustee under any Bankruptcy Law; 

            (3)   a Custodian or other public officer takes charge of the Trustee or
    its property; or 

            (4)   the Trustee otherwise becomes incapable of acting. 

  

        If the Trustee resigns or is removed or if a vacancy exists in the office of
Trustee with respect to any Series of Securities for any reason, the Company
shall promptly notify each Holder of such event and shall promptly appoint a
successor Trustee. 

        If a successor Trustee with respect to the Securities of one or more Series
does not take office within 60 days after the retiring Trustee resigns or is
removed, the retiring Trustee, the Company or the Holders of at least 10% in
principal amount of the outstanding Securities of the applicable Series may
petition any court of competent jurisdiction for the appointment of a successor
Trustee. 

        If the Trustee with respect to the Securities of one or more Series fails to
comply with Section 7.10 hereof, any Securityholder of the applicable Series may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee. 

        A successor Trustee shall deliver a written acceptance of its appointment to
the retiring Trustee and to the Company. Immediately following such delivery (i) the
retiring Trustee with respect to one or more Series shall, subject to its rights
under Section 7.7 hereof, transfer all property held by it as Trustee with
respect to such Series to the successor Trustee, (ii) the resignation or removal
of the retiring Trustee shall become effective, and (iii) the successor Trustee
with respect to such Series shall have all the rights, powers and duties of the
Trustee under this Indenture. A successor Trustee with respect to the Securities
of one or more Series shall mail notice of its succession to each Securityholder
of such Series. 

        7.9         Successor Trustee by Consolidation, Merger or Conversion. 

        If the Trustee consolidates with, merges or converts into, or transfers all
or substantially all of its corporate trust assets to, another corporation,
subject to Section 7.10 hereof, the successor corporation without any further
act shall be the successor Trustee. 

        7.10         Eligibility; Disqualification. 

        This Indenture shall always have a Trustee who satisfies the requirements of
TIA Sections 310(a)(1), (2) and (5) in every respect. The Trustee shall have a
combined capital and surplus of at least $100,000,000 as set forth in its most
recent published annual report of condition. The Trustee shall comply with TIA
Section 310(b), including the provision in Section 310(b)(1). If at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section 7.10, it shall resign immediately in the manner and with the effect
specified in this Article 7. 

        7.11         Preferential Collection of Claims Against Company. 

25

        The Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.


        7.12         Paying Agents. 

        The Company shall cause each Paying Agent other than the Trustee to execute
and deliver to it and the Trustee an instrument in which such agent shall agree
with the Trustee, subject to the provisions of this Section 7.12: 

        (1)   that it will hold all sums held by it as agent for the payment of
    principal of, or premium, if any, or interest on, the Securities (whether
    such sums have been paid to it by the Company or by any obligor on the
    Securities) in trust for the benefit of Holders of the Securities or the
    Trustee; 

            (2)   that it will at any time during the continuance of any Event of
    Default, upon written request from the Trustee, deliver to the Trustee all
    sums so held in trust by it together with a full accounting thereof; and 

            (3)   that it will give the Trustee
    written notice within three (3) Business Days of any failure of the Company
    (or by any obligor on the Securities) in the payment of any installment of
    the principal of, premium, if any, or interest on, the Securities when the
    same shall be due and payable. 

  


ARTICLE 8

AMENDMENTS, SUPPLEMENTS AND WAIVERS 

        8.1         Without Consent of Holders. 

        The Company, when authorized by a Board Resolution, and the Trustee may amend
or supplement this Indenture or the Securities of one or more Series without
notice to or consent of any Securityholder: 

        (1)   to comply with Section 5.1 hereof; 

            (2)   to provide for uncertificated Securities in addition to
    certificated Securities; 

            (3)   to comply with any requirements of the SEC under the TIA; 

            (4)   to cure any ambiguity, defect or inconsistency, or to make any
    other change that does not adversely affect the rights of any Securityholder;
    

            (5)   to provide for the issuance of and establish the form and terms and
    conditions of Securities of any Series as permitted by this Indenture; or
    

            (6)   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. 

  

        The Trustee is hereby authorized to join with the Company in the execution of
any supplemental indenture authorized or permitted by the terms of this
Indenture and to make any further appropriate agreements and stipulations which
may be therein contained, but the Trustee shall not be obligated to enter into
any such supplemental indenture which adversely affects its own rights, duties
or immunities under this Indenture. 

26

        8.2         With Consent of Holders. 

        (a)   The Company, when authorized by a Board Resolution, and the Trustee may
amend or supplement this Indenture or the Securities of one or more Series with
the written consent of the Holders of not less than a majority in aggregate
principal amount of the outstanding Securities of such Series affected by such
amendment or supplement without notice to any Securityholder. The Holders of not
less than a majority in aggregate principal amount of the outstanding Securities
of each such Series affected by such amendment or supplement may waive
compliance in a particular instance by the Company with any provision of this
Indenture or the Securities of such Series without notice to any Securityholder.
Subject to Section 8.4, without the consent of each Securityholder affected,
however, an amendment, supplement or waiver, including a waiver pursuant to
Section 6.4, may not: 

        (1)   reduce the amount of Securities whose Holders must consent to an
    amendment, supplement or waiver to this Indenture or the Securities; 

            (2)   reduce the rate of or change the time for payment of interest on
    any Security; 

            (3)   reduce the principal or change the Stated Maturity of any Security
    or reduce the amount of, or postpone the date fixed for, the payment of any
    sinking fund or analogous obligation; 

            (4)   make any Security payable in money other than that stated in the
    Security; 

            (5)   change the amount or time of any payment required by the Securities
    or reduce the premium payable upon any redemption of the Securities, or
    change the time before which no such redemption may be made; 

            (6)   waive a Default or Event of Default in the payment of the principal
    of or interest or premium, if any, on any Security (except a rescission of
    acceleration of the Securities of any Series by the Holders of at least a
    majority in principal amount of the outstanding Securities of such Series
    and a waiver of the payment default that resulted from such acceleration);
    

            (7)   waive a redemption payment with respect to any Security or change
    any of the provisions with respect to the redemption of any Securities; 

            (8)   make any changes in Sections 6.4 or 6.7 hereof or this Section 8.2,
    except to increase any percentage of Securities the Holders of which must
    consent to any matter; or; or 

            (9)   take any other action otherwise prohibited by this Indenture to be
    taken without the consent of each holder affected thereby. 

  

        (b)   Upon the request of the Company, accompanied by a Board Resolution
authorizing the execution of any such supplemental indenture, and upon the
receipt by the Trustee of evidence reasonably satisfactory to the Trustee of the
consent of the Securityholders as aforesaid and upon receipt by the Trustee of
the documents described in Section 8.6 hereof, the Trustee shall join with the
Company in the execution of such supplemental indenture unless such supplemental
indenture affects the Trustee's own rights, duties or immunities under this
Indenture, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such supplemental indenture. 

        (c)   It shall not be necessary for the consent of the Holders under this
section to approve the particular form of any proposed amendment, supplement or
waiver, but it shall be sufficient if such consent approves the substance
thereof. 

        8.3         Compliance with Trust Indenture Act. 

27

        Every amendment to or supplement of this Indenture or the Securities shall
comply with the TIA as then in effect. 

        8.4         Revocation and Effect of Consents. 

        Until an amendment, supplement, waiver or other action becomes effective, a
consent to it by a Holder of a Security is a continuing consent conclusive and
binding upon such Holder and every subsequent Holder of the same Security or
portion thereof, and of any Security issued upon the transfer thereof or in
exchange therefor or in place thereof, even if notation of the consent is not
made on any such Security. Any such Holder or subsequent Holder, however, may
revoke the consent as to his Security or portion of a Security, if the Trustee
receives the notice of revocation before the date the amendment, supplement,
waiver or other action becomes effective. 

        The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Holders entitled to consent to any amendment,
supplement, or waiver which record date shall be at least 30 days prior to the
first solicitation of such consent. If a record date is fixed, then,
notwithstanding the preceding paragraph, those Persons who were Holders at such
record date (or their duly designated proxies), and only such Persons, shall be
entitled to consent to such amendment, supplement, or waiver or to revoke any
consent previously given, whether or not such Persons continue to be Holders
after such record date. No such consent shall be valid or effective for more
than 90 days after such record date without the applicable amendment, supplement
or waiver becoming effective. 

        After an amendment, supplement, waiver or other action becomes effective, it
shall bind every Securityholder, unless it makes a change described in any of
clauses (1) through (9) of Section 8.2 hereof. In that case the amendment,
supplement, waiver or other action shall bind each Holder of a Security who has
consented to it and every subsequent Holder of a Security or portion of a
Security that evidences the same debt as the consenting Holder's Security; 
provided that any such waiver shall not impair or affect the right of any
Holder to receive payment of principal of and interest and premium (if any) on a
Security, on or after the respective due dates expressed in such Security, or to
bring suit for the enforcement of any such payment on or after such respective
dates without the consent of such Holder. 

        8.5         Notation on or Exchange of Securities. 

        If an amendment, supplement, or waiver changes the terms of a Security of any
Series, the Trustee may request the Holder of such Security to deliver it to the
Trustee. In such case, the Trustee shall place an appropriate notation on such
Security about the changed terms and return it to the Holder. Alternatively, if
the Company or the Trustee so determines, the Company in exchange for such
Security shall issue and the Trustee shall authenticate a new security that
reflects the changed terms. Failure to make the appropriate notation or issue a
new Security shall not affect the validity and effect of such amendment,
supplement or waiver. 

        8.6         Trustee to Sign Amendments, Etc. 

        The Trustee shall sign any amendment, supplement or waiver authorized
pursuant to this Article 8 if the amendment, supplement or waiver does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may, but need not, sign it. In signing or refusing to
sign such amendment, supplement or waiver the Trustee shall be entitled to
receive and, subject to Section 7.1 hereof, shall be fully protected in relying
upon an Officers' Certificate and an Opinion of Counsel stating that such
amendment, supplement or waiver is authorized or permitted by this Indenture.
The Company may not sign an amendment or supplement until the Board of Directors
of the Company approves it. 

ARTICLE 9

DISCHARGE OF INDENTURE; DEFEASANCE 

28

        9.1         Discharge of Indenture. 

        The Company may terminate its obligations under the Securities of any Series
and this Indenture with respect to such Series, except the obligations referred
to in the last paragraph of this Section 9.1, if there shall have been canceled
by the Trustee or delivered to the Trustee for cancellation all Securities of
such Series theretofore authenticated and delivered (other than any Securities
of such Series that are asserted to have been destroyed, lost or stolen and that
shall have been replaced as provided in Section 2.8 hereof) and the Company has
paid all sums payable by it hereunder or deposited all required sums with the
Trustee. 

        After such delivery the Trustee upon request shall acknowledge in writing the
discharge of the Company's obligations under the Securities of such Series and
this Indenture except for those surviving obligations specified below. 

        Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company in Sections 7.7, 9.5 and 9.6 hereof shall survive.


        9.2         Legal Defeasance. 

        The Company may at its option, by Board Resolution, be discharged from its
obligations with respect to the Securities of any Series on the date the
conditions set forth in Section 9.4 below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, such Legal Defeasance means that the Company
shall be deemed to have paid and discharged the entire indebtedness represented
by the 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 Company, shall, subject to
Section 9.6 hereof, execute proper instruments acknowledging the same), except
for the following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of outstanding Securities of such Series to
receive solely from the trust funds described in Section 9.4 hereof and as more
fully set forth in such section, payments in respect of the principal of,
premium, if any, and interest on the Securities of such Series when such
payments are due, (B) the Company's obligations with respect to the Securities
of such Series under Sections 2.4, 2.5, 2.6, 2.7, 2.8 and 2.9 hereof, (C) the
rights, powers, trusts, duties, and immunities of the Trustee hereunder
(including claims of, or payments to, the Trustee under or pursuant to
Section 7.7 hereof) and (D) this Article 9. Subject to compliance with this
Article 9, the Company may exercise its option under this Section 9.2 with
respect to the Securities of any Series notwithstanding the prior exercise of
its option under Section 9.3 below with respect to the Securities of such
Series. 

        9.3         Covenant Defeasance. 

        At the option of the Company, pursuant to a Board Resolution, the Company
shall be released from its obligations under Sections 4.2 through 4.7 hereof,
inclusive, and Section 5.1 hereof, with respect to the outstanding Securities of
any Series, on and after the date the conditions set forth in Section 9.4 hereof
are satisfied (hereinafter, "Covenant Defeasance"). For this purpose,
such Covenant Defeasance means that the Company may omit to comply with and
shall have no liability in respect of any term, condition or limitation set
forth in any such specified section or portion thereof, whether directly or
indirectly by reason of any reference elsewhere herein to any such specified
Section or portion thereof or by reason of any reference in any such specified
section or portion thereof to any other provision herein or in any other
document, but the remainder of this Indenture and the Securities of any Series
shall be unaffected thereby. 

        9.4         Conditions to Legal Defeasance or Covenant Defeasance. 

        The following shall be the conditions to application of Section 9.2 or
Section 9.3 hereof to the outstanding Securities of a Series: 

29

        (1)   the Company shall irrevocably have deposited or caused to be
    deposited with the Trustee (or another trustee satisfying the requirements
    of Section 7.10 hereof who shall agree to comply with the provisions of this
    Article 9 applicable to it) as 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 the Securities, (A) money in an
    amount, or (B) U.S. Government Obligations or Foreign 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,
    sufficient, 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, the principal of,
    premium, if any, and accrued interest on the outstanding Securities of such
    Series at the Stated Maturity of such principal, premium, if any, or
    interest, or on dates for payment and redemption of such principal, premium,
    if any, and interest selected in accordance with the terms of this Indenture
    and of the Securities of such Series; 

            (2)   no Event of Default or Default with respect to the Securities of
    such Series shall have occurred and be continuing on the date of such
    deposit, or shall have occurred and be continuing at any time during the
    period ending on the 91st day after the date of such deposit or, if longer,
    ending on the day following the expiration of the longest preference period
    under any Bankruptcy Law applicable to the Company in respect of such
    deposit (it being understood that this condition shall not be deemed
    satisfied until the expiration of such period); 

            (3)   such Legal Defeasance or Covenant Defeasance shall not cause the
    Trustee to have a conflicting interest for purposes of the TIA with respect
    to any securities of the Company; 

            (4)   such Legal Defeasance or Covenant Defeasance shall not result in a
    breach or violation of, or constitute default under any other agreement or
    instrument to which the Company is a party or by which it is bound; 

            (5)   the Company shall have delivered to the Trustee an Opinion of
    Counsel stating that, as a result of such Legal Defeasance or Covenant
    Defeasance, neither the trust nor the Trustee will be required to register
    as an investment company under the Investment Company Act of 1940, as
    amended; 

            (6)   in the case of an election under Section 9.2 above, the Company
    shall have delivered to the Trustee an Opinion of Counsel stating that (i) the
    Company has received from, or there has been published by, the Internal
    Revenue Service a ruling to the effect that or (ii) there has been a change
    in any applicable Federal income tax law with the effect that, and such
    opinion shall confirm that, the Holders of the outstanding Securities of
    such Series or persons in their positions will not recognize income, gain or
    loss for Federal income tax purposes solely as a result of such Legal
    Defeasance and will be subject to Federal income tax on the same amounts, in
    the same manner, including as a result of prepayment, and at the same times
    as would have been the case if such Legal Defeasance had not occurred; 

            (7)   in the case of an election under Section 9.3 hereof, the Company
    shall have delivered to the Trustee an Opinion of Counsel to the effect that
    the Holders of the outstanding Securities of such Series will not recognize
    income, gain or loss for Federal income tax purposes as a result of such
    Covenant Defeasance and will be subject to Federal income tax on the same
    amounts, in the same manner and at the same times as would have been the
    case if such Covenant Defeasance had not occurred; 

            (8)   the Company shall have delivered to the Trustee an Officers'
    Certificate and an Opinion of Counsel, each stating that all conditions
    precedent provided for in this Article 9 relating to either the Legal
    Defeasance under Section 9.2 above or the Covenant Defeasance under
    Section 9.3 hereof (as the case may be) have been complied with; 

  

    30

        (9)   the Company shall have delivered to the Trustee an Officers'
    Certificate stating that the deposit under clause (1) was not made by the
    Company with the intent of defeating, hindering, delaying or defrauding any
    creditors of the Company or others; and 

            (10) the Company shall have paid or duly provided for payment under terms
    mutually satisfactory to the Company and the Trustee all amounts then due to
    the Trustee pursuant to Section 7.7 hereof. 

  

        9.5         Deposited Money and U.S. and Foreign Government Obligations to be Held in
Trust; Other Miscellaneous Provisions. 

        All money, U.S. Government Obligations and Foreign Government Obligations
(including the proceeds thereof) deposited with the Trustee pursuant to
Section 9.4 hereof in respect of the outstanding Securities 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 as the Trustee may determine, to the Holders of such Securities, of
all sums due and to become due thereon in respect of principal, premium, if any,
and accrued interest, but such money need not be segregated from other funds
except to the extent required by law. 

        The Company shall pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the U.S. Government Obligations and
Foreign Government Obligations deposited pursuant to Section 9.4 hereof or the
principal, premium, if any, 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. 

        Anything in this Article 9 to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon Company Request any money,
U.S. Government Obligations or Foreign Government Obligations held by it as
provided in Section 9.4 hereof 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 to effect an equivalent Legal Defeasance
or Covenant Defeasance. 

        9.6         Reinstatement. 

        If the Trustee or Paying Agent is unable to apply any money, U.S. Government
Obligations or Foreign Government Obligations in accordance with Section 9.1,
9.2, 9.3 or 9.4 hereof 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 Company's obligations under this
Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to this Article 9 until such time as the Trustee
or Paying Agent is permitted to apply all such money, U.S. Government
Obligations or Foreign Government Obligations, as the case may be, in accordance
with Section 9.1, 9.2, 9.3 or 9.4 hereof; provided, however, that if the
Company has made any payment of principal of, premium, if any, or accrued
interest on any Securities because of the reinstatement of their obligations,
the Company shall be subrogated to the rights of the Holders of such Securities
to receive such payment from the money, U.S. Government Obligations or Foreign
Government Obligations held by the Trustee or Paying Agent. 

        9.7         Moneys Held by Paying Agent. 

        In connection with the satisfaction and discharge of this Indenture, all
moneys then held by any Paying Agent under the provisions of this Indenture
shall, upon demand of the Company, be paid to the Trustee, or if sufficient
moneys have been deposited pursuant to Section 9.1 hereof, to the Company, and
thereupon such Paying Agent shall be released from all further liability with
respect to such moneys. 

        9.8         Moneys Held by Trustee. 

31

        Any moneys deposited with the Trustee or any Paying Agent or then held by the
Company in trust for the payment of the principal of, or premium, if any, or
interest on any Security that are not applied but remain unclaimed by the Holder
of such Security for two years after the date upon which the principal of, or
premium, if any, or interest on such Security shall have respectively become due
and payable shall be repaid to the Company upon Company Request, or if such
moneys are then held by the Company in trust, such moneys shall be released from
such trust; and the Holder of such Security entitled to receive such payment
shall thereafter, as an unsecured general creditor, look only to the Company for
the payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money shall thereupon cease; provided, however,
that the Trustee or any such Paying Agent, before being required to make any
such repayment, may, at the expense of the Company, either mail to each
Securityholder affected, at the address shown in the register of the Securities
maintained by the Registrar or cause to be published once a week for two
successive weeks, in a newspaper published in the English language, customarily
published each Business Day and of general circulation in the City of New York,
New York, a 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
mailing or publication, any unclaimed balance of such moneys then remaining will
be repaid to the Company. After payment to the Company or the release of any
money held in trust by the Company, Securityholders entitled to the money must
look only to the Company for payment as general creditors unless applicable
abandoned property law designates another person. 


ARTICLE 10

MISCELLANEOUS 

        10.1         Trust Indenture Act Controls. 

        If any provision of this Indenture limits, qualifies or conflicts with
another provision which is required to be included in this Indenture by the TIA,
the required provision shall control. If any provision of this Indenture
modifies or excludes any provision of the TIA which may be so modified or
excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or to be excluded, as the case may be. 

        10.2         Notices. 

        Any notice or communication shall be given in writing and delivered in
person, sent by facsimile, delivered by commercial courier service or mailed by
first-class mail, postage prepaid, addressed as follows: 

If to the Company: 

        Moog Inc.

        East Aurora, New York 14052-0018

        Attention: Chief Financial Officer 

        Copy to: 

        Hodgson Russ LLP

        One M&T Plaza, Suite 2000

        Buffalo, New York 14203-2391

        Attention: John B. Drenning, Esq. and John J. Zak, Esq. 

        If to the Trustee: 

        ______________________________________________

        ______________________________________________

        
      
    
  

        32


        The Company or the Trustee by written notice to the other may designate
additional or different addresses for subsequent notices or communications. Any
notice or communication to the Company or the Trustee shall be deemed to have
been given or made as of the date so delivered if personally delivered; when
answered back, if telexed; when receipt is acknowledged, if telecopied; and five
(5) calendar days after mailing if sent by registered or certified mail, postage
prepaid (except that a notice of change of address shall not be deemed to have
been given until actually received by the addressee). 

        Any notice or communication mailed to a Securityholder shall be mailed to him
by first-class mail, postage prepaid, at his address shown on the register kept
by the Registrar. In addition, notices or communications to Securityholders
shall be given by release made to Reuters Economic Services and Bloomberg
Business News. 

        Failure to mail a notice or communication to a Securityholder or any defect
in it shall not affect its sufficiency with respect to other Securityholders. If
a notice or communication to a Securityholder is mailed in the manner provided
above, it shall be deemed duly given five (5) calendar days after mailing,
whether or not the addressee receives it. 

        In case by reason of the suspension of regular mail service, or by reason of
any other cause, it shall be impossible to mail any notice as required by this
Indenture, then such method of notification as shall be made with the approval
of the Trustee shall constitute a sufficient mailing of such notice. 

        In the case of Global Securities, notices or communications to be given to
Securityholders shall be given to the Depositary, in accordance with its
applicable policies as in effect from time to time. 

        10.3         Communications by Holders with Other Holders. 

        Securityholders of any Series may communicate pursuant to TIA Section 312(b)
with other Securityholders of that Series or any other Series with respect to
their rights under this Indenture or the Securities of that Series or any other
Series. The Company, the Trustee, the Registrar and anyone else shall have the
protection of TIA Section 312(c). 

        10.4         Certificate and Opinion as to Conditions Precedent. 

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

        (1)   an Officers' Certificate (which shall include the statements set
    forth in Section 10.5 below) stating that, in the opinion of the signers,
    all conditions precedent, if any, provided for in this Indenture relating to
    the proposed action have been complied with; and 

            (2)   an Opinion of Counsel (which shall include the statements set forth
    in Section 10.5 below) stating that, in the opinion of such counsel, all
    such conditions precedent have been complied with. 

  

        10.5         Statement Required in Certificate and Opinion. 

        Each certificate and opinion with respect to compliance with a condition or
covenant provided for in this Indenture shall include: 

        (1)   a statement that the Person making such certificate or opinion has
    read such covenant or condition; 

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

  

    33

        (3)   a statement that, in the opinion of such Person, it or he has made
    such examination or investigation as is necessary to enable it or him to
    express an informed opinion as to whether or not such covenant or condition
    has been complied with; and 

            (4)   a statement as to whether or not, in the opinion of such Person,
    such covenant or condition has been complied with. 

  

        10.6         Rules by Trustee and Agents. 

        The Trustee may make reasonable rules for action by or at meetings of
Securityholders. The Registrar and Paying Agent may make reasonable rules for
their functions. 

        10.7         Business Days; Legal Holidays. 

        A "Business Day" is a day that is not a Legal Holiday. A "Legal
Holiday" is a Saturday, a Sunday, a federally recognized holiday or a day on
which banking institutions are not required to be open in the State of New York.


        If a payment date is a Legal Holiday at a place of payment, payment may be
made at that place on the next succeeding day that is not a Legal Holiday, and
no interest shall accrue for the intervening period. 

        10.8         Governing Law. 

        THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE SECURITIES. 

        10.9         No Adverse Interpretation of Other Agreements. 

        This Indenture may not be used to interpret another indenture, loan, security
or debt agreement of the Company or any Subsidiary thereof. No such indenture,
loan, security or debt agreement may be used to interpret this Indenture. 

        10.10         No Recourse Against Others. 

        A director, officer, employee, stockholder or incorporator, as such, of the
Company shall not have any liability for any obligations of the Company under
the Securities or the Indenture or for any claim based on, in respect of or by
reason of such obligations or their creations. Each Securityholder by accepting
a Security waives and releases all such liability. Such waiver and release are
part of the consideration for the issuance of the Securities. 

        10.11         Successors and Assigns. 

        All agreements of the Company in this Indenture and the Securities shall bind
its successors and assigns, whether so expressed or not. All agreements of the
Trustee, any additional trustee and any Paying Agents in this Indenture shall
bind their respective successors and assigns. 

        10.12         Multiple Counterparts. 

34

        The parties may sign multiple counterparts of this Indenture. Each signed
counterpart shall be deemed an original, but all of them together represent one
and the same agreement. 

        10.13         Table of Contents, Headings, Etc. 

        The table of contents, cross-reference sheet and headings of the Articles and
Sections of this Indenture have been inserted for convenience of reference only,
are not to be considered a part hereof, and shall in no way modify or restrict
any of the terms or provisions hereof. 

        10.14         Separabilty. 

        Each provision of this Indenture shall be considered separable and if for any
reason any provision which is not essential to the effectuation of the basic
purpose of this Indenture or 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. 

        10.15         Securities in a Foreign Currency or in ECU. 

        Unless otherwise specified in a Board Resolution, a supplemental indenture
hereto or an Officers' Certificate delivered pursuant to Section 2.2 of this
Indenture with respect to a particular Series of Securities, whenever for
purposes of this Indenture any action may be taken by the Holders of a specified
percentage in aggregate principal amount of Securities of all Series or all
Series affected by a particular action at the time outstanding and, at such
time, there are outstanding Securities of any Series which are denominated in a
coin or currency other than Dollars (including ECU), then the principal amount
of Securities of such Series which shall be deemed to be outstanding for the
purpose of taking such action shall be that amount of Dollars that could be
obtained for such amount at the Market Exchange Rate at such time. For purposes
of this Section 10.16, "Market Exchange Rate" shall mean the noon Dollar
buying rate in New York City for cable transfers of that currency as published
by the Federal Reserve Bank of New York; provided, however, in the case
of ECUs, Market Exchange Rate shall mean the rate of exchange determined by the
Commission of the European Union (or any successor thereto) as published in the
Official Journal of the European Union (such publication or any successor
publication, the "Journal"). If such Market Exchange Rate is not
available for any reason with respect to such currency, the Trustee shall use,
in its sole discretion and without liability on its part, such quotation of the
Federal Reserve Bank of New York or, in the case of ECUs, the rate of exchange
as published in the Journal, as of the most recent available date, or quotations
or, in the case of ECUs, rates of exchange from one or more major banks in The
City of New York or in the country of issue of the currency in question or, in
the case of ECUs, in Luxembourg or such other quotations or, in the case of ECUs,
rates of exchange as the Trustee, upon consultation with the Company, shall deem
appropriate. The provisions of this paragraph shall apply in determining the
equivalent principal amount in respect of Securities of a Series denominated in
currency other than Dollars in connection with any action taken by Holders of
Securities pursuant to the terms of this Indenture. 

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

        10.16         Judgment Currency. 

        The Company 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
interest or premium (if any) or other amount 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 day on which final unappealable judgment is entered, 

35

unless such day is not a New York Banking Day, then, 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 the day on which final unappealable judgment is entered and (b) its obligations under this Indenture to
make payments in the Required Currency (i) shall not be discharged or satisfied
by any tender, any recovery pursuant to any judgment (whether or not entered in
accordance with subsechtion (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 on which banking institutions are authorized or required by
law, regulation or executive order to close. 

        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. 

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


	 	 MOOG INC.

	

 	

    By:	

     
	 	 	 Name:

    Title:
	

 	

 	

    [Name of Trustee]
	

 	

    By:	 
	 	 	 Name:

    Title:



 




TABLE OF CONTENTS 


	 	
     
	 	
     
	
    Page 

    

	
    ARTICLE 1	 	DEFINITIONS
    AND INCORPORATION BY REFERENCE	 	
    1

	 	1.1	 	Definitions	 	
    1

	 	1.2	 	Other
    Definitions	 	
    4

	 	1.3	 	Incorporation
    by Reference of Trust Indenture Act	 	
    5

	 	1.4	 	Rules of
    Construction	 	
    5

	
    ARTICLE 2	 	THE SECURITIES	 	
    6

	 	2.1	 	Issuable in
    Series	 	
    6

	 	2.2	 	Establishment
    of Terms of Series of Securities	 	
    6

	 	2.3	 	Execution and
    Authentication	 	
    8

	 	2.4	 	Registrar and
    Paying Agent	 	
    9

	 	2.5	 	Paying Agent
    To Hold Assets in Trust	 	
    9

	 	2.6	 	Securityholder
    Lists	 	
    9

	 	2.7	 	Transfer and
    Exchange	 	
    10

	 	2.8	 	Replacement
    Securities	 	
    11

	 	2.9	 	Outstanding
    Securities	 	
    11

	 	2.10	 	Treasury
    Securities	 	
    11

	 	2.11	 	Temporary
    Securities	 	
    11

	 	2.12	 	Cancellation	 	
    11

	 	2.13	 	Payment of
    Interest; Defaulted Interest; Computation of Interest	 	
    12

	 	2.14	 	CUSIP Number	 	
    12

	 	2.15	 	Provisions for
    Global Securities	 	
    12

	 	2.16	 	Persons Deemed
    Owners	 	
    13

	
    ARTICLE 3	 	REDEMPTION	 	
    13

	 	3.1	 	Notices of
    Trustee	 	
    13

	 	3.2	 	Selection by
    Trustee of Securities to Be Redeemed	 	
    14

	 	3.3	 	Notice of
    Redemption	 	
    14

	 	3.4	 	Effect of
    Notice of Redemption	 	
    15

	 	3.5	 	Deposit of
    Redemption Price	 	
    15

	 	3.6	 	Securities
    Redeemed in Part	 	
    15

	
    ARTICLE 4	 	COVENANTS	 	
    15

	 	4.1	 	Payment of
    Securities	 	
    15

	 	4.2	 	SEC Reports	 	
    16

	 	4.3	 	Waiver of
    Stay, Extension or Usury Laws	 	
    16

	 	4.4	 	Compliance
    Certificate	 	
    16

	 	4.5	 	Payment of
    Taxes and Other Claims	 	
    16

	 	4.6	 	Corporate
    Existence	 	
    17

	 	4.7	 	Maintenance of
    Properties	 	
    17

	
    ARTICLE 5	 	SUCCESSOR
    CORPORATION	 	
    17

	 	5.1	 	Limitation on
    Consolidation, Merger and Sale of Assets	 	
    17

	 	5.2	 	Successor
    Person Substituted	 	
    18

	
    ARTICLE 6	 	DEFAULTS AND
    REMEDIES	 	
    18

	 	6.1	 	Events of
    Default	 	
    18

	 	 	 	
    i
	 	 


	 	6.2	 	Acceleration	 	
    19

	 	6.3	 	Other Remedies	 	
    19

	 	6.4	 	Waiver of Past
    Defaults and Events of Default	 	
    19

	 	6.5	 	Control by
    Majority	 	
    20

	 	6.6	 	Limitation on
    Suits	 	
    20

	 	6.7	 	Rights of
    Holders To Receive Payment	 	
    20

	
     	6.8	 	Collection
    Suit by Trustee	 	
    21

	 	6.9	 	Trustee May
    File Proofs of Claim	 	
    21

	 	6.10	 	Priorities	 	
    21

	 	6.11	 	Undertaking
    for Costs	 	
    21

	
    ARTICLE 7	 	TRUSTEE	 	
    22

	 	7.1	 	Duties of
    Trustee	 	
    22

	 	7.2	 	Rights of
    Trustee	 	
    23

	 	7.3	 	Individual
    Rights of Trustee	 	
    23

	 	7.4	 	Trustee's
    Disclaimer	 	
    23

	 	7.5	 	Notice of
    Default	 	
    23

	 	7.6	 	Reports by
    Trustee to Holders	 	
    24

	 	7.7	 	Compensation
    and Indemnity	 	
    24

	 	7.8	 	Replacement of
    Trustee	 	
    24

	 	7.9	 	Successor
    Trustee by Consolidation, Merger or Conversion	 	
    25

	 	7.10	 	Eligibility;
    Disqualification	 	
    25

	 	7.11	 	Preferential
    Collection of Claims Against Company	 	
    25

	 	7.12	 	Paying Agents	 	
    26

	
    ARTICLE 8	 	AMENDMENTS,
    SUPPLEMENTS AND WAIVERS	 	
    26

	 	8.1	 	Without
    Consent of Holders	 	
    26

	 	8.2	 	With Consent
    of Holders	 	
    27

	 	8.3	 	Compliance
    with Trust Indenture Act	 	
    27

	 	8.4	 	Revocation and
    Effect of Consents	 	
    28

	 	8.5	 	Notation on or
    Exchange of Securities	 	
    28

	 	8.6	 	Trustee to
    Sign Amendments, Etc	 	
    28

	
    ARTICLE 9	 	DISCHARGE OF
    INDENTURE; DEFEASANCE	 	
    28

	 	9.1	 	Discharge of
    Indenture	 	
    29

	 	9.2	 	Legal
    Defeasance	 	
    29

	 	9.3	 	Covenant
    Defeasance	 	
    29

	 	9.4	 	Conditions to
    Legal Defeasance or Covenant Defeasance	 	
    29

	 	9.5	 	Deposited
    Money and U.S. and Foreign Government Obligations to be Held in Trust; Other
    Miscellaneous Provisions	 	
    31

	 	9.6	 	Reinstatement	 	
    31

	 	9.7	 	Moneys Held by
    Paying Agent	 	
    31

	 	9.8	 	Moneys Held by
    Trustee	 	
    31

	
    ARTICLE 10	 	MISCELLANEOUS	 	
    32

	 	10.1	 	Trust
    Indenture Act Controls	 	
    32

	 	10.2	 	Notices	 	
    32

	 	10.3	 	Communications
    by Holders with Other Holders	 	
    33

	 	 	 	
    ii
	 	 


	 	10.4	 	Certificate
    and Opinion as to Conditions Precedent	 	
    33

	 	10.5	 	Statement
    Required in Certificate and Opinion	 	
    33

	 	10.6	 	Rules by
    Trustee and Agents	 	
    34

	 	10.7	 	Business Days;
    Legal Holidays	 	
    34

	 	10.8	 	Governing Law	 	
    34

	 	10.9	 	No Adverse
    Interpretation of Other Agreements	 	
    34

	 	10.10	 	No Recourse
    Against Others	 	
    34

	 	10.11	 	Successors and
    Assigns	 	
    34

	 	10.12	 	Multiple
    Counterparts	 	
    34

	 	10.13	 	Table of
    Contents, Headings, Etc	 	
    35

	 	10.14	 	Separabilty	 	
    35

	 	10.15	 	Securities in
    a Foreign Currency or in ECU	 	
    35

	 	10.16	 	Judgment
    Currency	 	
    35

	 	 	 	
    iii