Counterpath Corporation.: Exhibit 4.3 - Filed by newsfilecorp.com






FORM OF INDENTURE RELATING TO SUBORDINATED DEBT SECURITIES


EXHIBIT 4.3 

 

 

COUNTERPATH CORPORATION 

SUBORDINATED DEBT SECURITIES 

INDENTURE 

Dated as of • 

•, 

Trustee 




COUNTERPATH CORPORATION 

Reconciliation and tie between Trust Indenture Act of 1939
and Indenture, 
dated as of • 

	Trust Indenture
      Act Section 	 
    	Indenture Section 
	  	  	  
	               
                         
       §310 	(a)(1) 	6.7(a) 
	  	(a)(2) 	6.7(a) 
	  	(b) 	6.8 
	               
                         
       §312 	(c) 	7.1 
	               
                         
       §314 	(a) 	7.3 
	  	(a)(4) 	10.4 
	  	(c)(1) 	1.2 
	  	(c)(2) 	1.2 
	  	(e) 	1.2 
	               
                         
       §315 	(b) 	6.1 
	  	(a)(last sentence) 	1.1 (“Outstanding”) 
	               
                         
       §316 	  	  
	  	(a)(1)(A) 	5.2, 5.12 
	  	(a)(1)(B) 	5.13 
	  	(b) 	5.8 
	  	(c) 	1.4(e) 
	               
                         
       §317 	(a)(1) 	5.3 
	  	(a)(2) 	5.4 
	  	(b) 	10.3 
	               
                         
       §318 	(a) 	1.11 


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




TABLE OF CONTENTS 

	ARTICLE
      1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 	1
      
	   1.1
      	Definitions
      	1
      
	   1.2
      	Compliance
      Certificates and Opinions 	8
      
	   1.3
      	Form
      of Documents Delivered to Trustee 	8
      
	   1.4
      	Acts
      of Holders 	9
      
	   1.5
      	Notices,
      etc. to Trustee and Company 	10
      
	   1.6
      	Notice
      to Holders; Waiver 	10
      
	   1.7
      	Effect
      of Headings and Table of Contents 	10
      
	   1.8
      	Successors
      and Assigns 	10
      
	   1.9
      	Separability
      Clause 	11
      
	   1.10
      	Benefits
      of Indenture 	11
      
	   1.11
      	Governing
      Law 	11
      
	   1.12
      	Legal
      Holidays 	11
      
	   1.13
      	Agent
      for Service; Submission to Jurisdiction; Waiver of Immunities 	11
      
	   1.14
      	Incorporators,
      Shareholders, Officers and Directors of the Company Exempt from Individual
      Liability 	11
      
	   1.15
      	Waiver
      of Jury Trial 	12
      
	   1.16
      	Conflict
      with Trust Indenture Act 	12
      
	  	  	  
	  	  	  
	ARTICLE
      2 SECURITY FORMS 	12
      
	   2.1
      	Forms
      Generally 	12
      
	   2.2
      	Form
      of Trustee’s Certificate of Authentication 	12
      
	   2.3
      	Securities
      Issuable in Global Form 	13
      
	  	  	  
	  	  	  
	ARTICLE
      3 THE SECURITIES 	13
      
	   3.1
      	Amount
      Unlimited; Issuable in Series 	13
      
	   3.2
      	Denominations
      	16
      
	   3.3
      	Execution,
      Authentication, Delivery and Dating 	16
      
	   3.4
      	Temporary
      Securities 	17
      
	   3.5
      	Registration,
      Registration of Transfer and Exchange 	18
      
	   3.6
      	Mutilated,
      Destroyed, Lost and Stolen Securities 	20
      
	   3.7
      	Payment
      of Principal and Interest; Interest Rights Preserved; Optional Interest
      Reset 	20
      
	   3.8
      	Optional
      Extension of Stated Maturity 	22
      
	   3.9
      	Persons
      Deemed Owners 	23
      
	   3.10
      	Cancellation
      	23
      
	   3.11
      	Computation
      of Interest 	23
      
	   3.12
      	CUSIP
      Numbers 	24
      
	  	  	  
	  	  	  
	ARTICLE
      4 SATISFACTION AND DISCHARGE 	24
      
	   4.1
      	Satisfaction
      and Discharge of Indenture 	24
      
	   4.2
      	Application
      of Trust Money 	25
      
	  	  	  
	  	  	  
	ARTICLE
      5 REMEDIES 	25
      
	   5.1
      	Events
      of Default 	25
      
	   5.2
      	Acceleration
      of Maturity; Rescission and Annulment 	26
      
	   5.3
      	Collection
      of Debt and Suits for Enforcement by Trustee 	27
      
	   5.4
      	Trustee
      May File Proofs of Claim 	28
      
	   5.5
      	Trustee
      May Enforce Claims Without Possession of Securities 	28
      
	   5.6
      	Application
      of Money Collected 	28
      
	   5.7
      	Limitation
      on Suits 	29
      
	   5.8
      	Unconditional
      Right of Holders to Receive Principal, Premium and Interest 	29
      
	   5.9
      	Restoration
      of Rights and Remedies 	29
      
	   5.10
      	Rights
      and Remedies Cumulative 	30
      






- ii - 

	   5.11
      	Delay
      or Omission Not Waiver 	30
      
	   5.12
      	Control
      by Holders 	30
      
	   5.13
      	Waiver
      of Past Defaults 	30
      
	   5.14
      	Waiver
      of Stay or Extension Laws 	31
      
	   5.15
      	Undertaking
      for Costs 	31
      
	  	  	  
	  	  	  
	ARTICLE
      6 THE TRUSTEE 	31
      
	   6.1
      	Notice
      of Defaults 	31
      
	   6.2
      	Certain
      Rights of Trustee 	31
      
	   6.3
      	Trustee
      Not Responsible for Recitals or Issuance of Securities 	32
      
	   6.4
      	May
      Hold Securities 	32
      
	   6.5
      	Money
      Held in Trust 	33
      
	   6.6
      	Compensation
      and Reimbursement 	33
      
	   6.7
      	Corporate
      Trustee Required; Eligibility; Conflicting Interests 	33
      
	   6.8
      	Resignation
      and Removal; Appointment of Successor 	34
      
	   6.9
      	Acceptance
      of Appointment by Successor 	35
      
	   6.10
      	Merger,
      Conversion, Consolidation or Succession to Business 	36
      
	   6.11
      	Appointment
      of Authenticating Agent 	36
      
	  	  	  
	  	  	  
	ARTICLE
      7 HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY 	37
      
	   7.1
      	Disclosure
      of Names and Addresses of Holders 	37
      
	   7.2
      	Reports
      by Trustee 	37
      
	   7.3
      	Reports
      by Company 	38
      
	  	  	  
	  	  	  
	ARTICLE
      8 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE 	38
      
	   8.1
      	Company
      May Consolidate, etc., Only on Certain Terms 	38
      
	   8.2
      	Successor
      Person Substituted 	39
      
	  	  	  
	  	  	  
	ARTICLE
      9 SUPPLEMENTAL INDENTURES 	39
      
	   9.1
      	Supplemental
      Indentures Without Consent of Holders 	39
      
	   9.2
      	Supplemental
      Indentures with Consent of Holders 	40
      
	   9.3
      	Execution
      of Supplemental Indentures 	41
      
	   9.4
      	Effect
      of Supplemental Indentures 	41
      
	   9.5
      	Conformity
      with Trust Indenture Act 	41
      
	   9.6
      	Reference
      in Securities to Supplemental Indentures 	42
      
	   9.7
      	Notice
      of Supplemental Indentures 	42
      
	   9.8
      	Effect
      on Senior Indebtedness 	42
      
	  	  	  
	  	  	  
	ARTICLE
      10 COVENANTS 	42
      
	   10.1
      	Payment
      of Principal, Premium, if any, and Interest 	42
      
	   10.2
      	Maintenance
      of Office or Agency 	42
      
	   10.3
      	Money
      for Securities Payments to Be Held in Trust 	43
      
	   10.4
      	Statement
      as to Compliance 	43
      
	   10.5
      	Additional
      Amounts 	44
      
	   10.6
      	Corporate
      Existence 	44
      
	   10.7
      	Waiver
      of Certain Covenants 	44
      
	   10.8
      	Calculation
      of Original Issue Discount 	45
      
	  	  	  
	  	  	  
	ARTICLE
      11 REDEMPTION OF SECURITIES 	45
      
	   11.1
      	Applicability
      of Article 	45
      
	   11.2
      	Election
      to Redeem; Notice to Trustee 	45
      
	   11.3
      	Selection
      by Trustee of Securities to Be Redeemed 	45
      
	   11.4
      	Notice
      of Redemption 	45
      
	   11.5
      	Deposit
      of Redemption Price 	46
      






- iii - 

	   11.6
      	Securities
      Payable on Redemption Date 	46
      
	   11.7
      	Securities
      Redeemed in Part 	47
      
	  	  	  
	  	  	  
	ARTICLE
      12 SINKING FUNDS 	47
      
	   12.1
      	Applicability
      of Article 	47
      
	   12.2
      	Satisfaction
      of Sinking Fund Payments with Securities 	47
      
	   12.3
      	Redemption
      of Securities for Sinking Fund 	47
      
	  	  	  
	  	  	  
	ARTICLE
      13 REPAYMENT AT OPTION OF HOLDERS 	48
      
	   13.1
      	Applicability
      of Article 	48
      
	   13.2
      	Repayment
      of Securities 	48
      
	   13.3
      	Exercise
      of Option 	48
      
	   13.4
      	When
      Securities Presented for Repayment Become Due and Payable 	49
      
	   13.5
      	Securities
      Repaid in Part 	49
      
	  	  	  
	  	  	  
	ARTICLE
      14 DEFEASANCE AND COVENANT DEFEASANCE 	49
      
	   14.1
      	Company’s
      Option to Effect Defeasance or Covenant Defeasance 	49
      
	   14.2
      	Defeasance
      and Discharge 	49
      
	   14.3
      	Covenant
      Defeasance 	50
      
	   14.4
      	Conditions
      to Defeasance or Covenant Defeasance 	50
      
	   14.5
      	Deposited
      Money and Government Obligations to Be Held in Trust; Other Miscellaneous
      Provisions 	52
      
	   14.6
      	Reinstatement
      	52
      
	  	  	  
	  	  	  
	ARTICLE
      15 SUBORDINATION OF SECURITIES 	52
      
	   15.1
      	Agreement
      to Subordinate 	52
      
	   15.2
      	Distribution
      on Dissolution, Liquidation and Reorganization; Subrogation of Securities
      	52
      
	   15.3
      	No
      Payment on Securities in Certain Circumstances 	54
      
	   15.4
      	Payments
      on Securities Permitted 	55
      
	   15.5
      	Authorization
      of Holders to Trustee to Effect Subordination 	55
      
	   15.6
      	Notices
      to Trustee 	55
      
	   15.7
      	Trustee
      as Holder of Senior Indebtedness 	56
      
	   15.8
      	Modifications
      of Terms of Senior Indebtedness 	56
      
	   15.9
      	Reliance
      on Judicial Order or Certificate of Liquidating Agent 	56
      






INDENTURE, dated as of •, •, between COUNTERPATH
CORPORATION, a corporation duly organized and existing under the laws of
Nevada (herein called the “Company”), having its principal office at
Suite 300, One Bentall Centre, 505 Burrard Street, Vancouver, British Columbia
V7X 1M3, Canada, and, • a • duly organized and existing under the laws of •, as
trustee (herein called the “Trustee”). 

RECITALS OF THE COMPANY 

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

This Indenture is subject to the provisions of the Trust
Indenture Act of 1939, as amended, that are required to be part of this
Indenture and shall, to the extent applicable, be governed by such provisions.


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

NOW, THEREFORE, THIS INDENTURE WITNESSETH: 

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

ARTICLE 1 
DEFINITIONS AND OTHER PROVISIONS OF
GENERAL APPLICATION 

	1.1 	
      Definitions



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

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

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

	 	 	 
	 	(c) 	
      all accounting terms not otherwise defined herein have
      the meanings assigned to them in accordance with generally accepted
      accounting principles, and, except as otherwise herein expressly provided,
      the term “generally accepted accounting principles” with respect to any
      computation required or permitted hereunder shall mean such accounting
      principles used in the Company’s annual financial statements contained in
      the Company’s annual report delivered to its shareholders in respect of
      the fiscal year immediately prior to the date of such
  computation;

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

	 	 	 
	 	(e) 	
      “or” is not exclusive;

	 	 	 
	 	(f) 	
      “including” or “include” means including or
      include without limitation; and

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







- 2 - 

Certain terms, used principally in Article 3 and Article 5 are
defined in those Articles. 

	 	(a) 	
      “Act”, when used with respect to any Holder, has
      the meaning specified in Section 1.4.

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

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

	 	 	 	 
	 	(d) 	
      “Authenticating Agent” means any Person appointed
      by the Trustee to act on behalf of the Trustee pursuant to Section 6.11 to
      authenticate Securities.

	 	 	 	 
	 	(e) 	
      “Authorized Newspaper” means a newspaper, in the
      English language or in an official language of the country of publication,
      customarily published on each Business Day, whether or not such newspaper
      is also published on Saturdays, Sundays or holidays, and of general
      circulation in each place in connection with which the term is used or in
      the financial community of each such place. Where successive publications
      are required to be made in Authorized Newspapers, the successive
      publications may be made in the same or in different newspapers in the
      same city meeting the foregoing requirements and in each case on any
      Business Day.

	 	 	 	 
	 	(f) 	
      “Board of Directors” means either the board of
      directors of the Company or any duly authorized committee of that
      board.

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

	 	 	 	 
	 	(h) 	
      “Business Day”, when used with respect to any
      Place of Payment or any other particular location referred to in this
      Indenture or in the Securities, means, unless otherwise specified with
      respect to any Securities pursuant to Section 3.1, each Monday, Tuesday,
      Wednesday, Thursday and Friday which is not a day on which banking
      institutions in that Place of Payment or other location are authorized or
      obligated by law or executive order to close.

	 	 	 	 
	 	(i) 	
      “calculation period” has the meaning specified in
      Section 3.11.

	 	 	 	 
	 	(j) 	
      “Capital Stock” means:

	 	 	 	 
	 		(i) 	
      with respect to any Person that is a corporation, any and
      all shares, interests, participations or other equivalents (however
      designated and whether or not voting) of corporate stock, including each
      class of common stock and preferred stock of such Person; and

	 	 	 	 
	 		(ii) 	
      with respect to any Person that is not a corporation, any
      and all partnership, membership or other equity interests of such
      Person.

	 	 	 	 
	 	(k) 	
      “Commission” means the United States Securities
      and Exchange Commission, as from time to time constituted, created under
      the Exchange Act, or, if at any time after the execution of this
      Indenture such Commission is not existing and performing the duties now
      assigned to it under the Trust Indenture Act, then the body
      performing such duties at such time.







- 3 - 

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

	 	 	 	 
	 	(m) 	
      “Company Request” or “Company Order” means
      a written request or order signed in the name of the Company by any two
      Officers, and delivered to the Trustee.

	 	 	 	 
	 	(n) 	
      “Corporate Trust Office” means the principal
      corporate trust office of the Trustee, at which at any particular time its
      corporate trust business shall be administered, which office on the date
      of execution of this Indenture is located at •, Attention: •, except that
      with respect to presentation of Securities for payment or for registration
      of transfer or exchange, such term shall mean the office or agency of the
      Trustee at which, at any particular time, its corporate agency business
      shall be conducted.

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

	 	 	 	 
	 	(p) 	
      “covenant defeasance” has the meaning specified in
      Section 14.3.

	 	 	 	 
	 	(q) 	
      “Currency” means any currency or currencies,
      composite currency or currency unit or currency units issued by the
      government of one or more countries or by any recognized confederation or
      association of such governments.

	 	 	 	 
	 	(r) 	
      “Debt” means notes, bonds, debentures or other
      similar evidences of indebtedness for money borrowed.

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

	 	 	 	 
	 	(t) 	
      “Default Notice” has the meaning specified in
      Section 15.3.

	 	 	 	 
	 	(u) 	
      “Defaulted Interest” has the meaning specified in
      Section 3.7.

	 	 	 	 
	 	(v) 	
      “defeasance” has the meaning specified in Section
      14.2.

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

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

	 	 	 	 
	 	(y) 	
      “DTC” means The Depository Trust Company, its
      nominees and their respective successors.

	 	 	 	 
	 	(z) 	
      “Event of Default” has the meaning specified in
      Section 5.1.

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

	 	 	 	 
	 	(bb) 	
      “Extension Notice” has the meaning specified in
      Section 3.8.

	 	 	 	 
	 	(cc) 	
      “Extension Period” has the meaning specified in
      Section 3.8.

	 	 	 	 
	 	(dd) 	
      “Final Maturity” has the meaning specified in
      Section 3.8.

	 	 	 	 
	 	(ee) 	
      “Government Obligations” means, unless otherwise
      specified with respect to any series of Securities pursuant to Section
      3.1, securities which are:

	 	 	 	 
			
      (i) 
	direct obligations of the government which issued the
      Currency in which the Securities of a particular series are payable;
  or






- 4 - 

	 	(ii) 	
      obligations of a Person controlled or supervised by and
      acting as an agency or instrumentality of the government which issued the
      Currency in which the Securities of such series are payable, the payment
      of which is unconditionally guaranteed by such
  government,



which, in either case, are full faith
and credit obligations of such government payable in such Currency and are not
callable or redeemable at the option of the issuer thereof and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such Government Obligation or a specific payment of interest on
or principal of any such Government Obligation held by such custodian for the
account of a holder of a depository receipt; provided that (except as required
by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by the
custodian in respect of the Government Obligation or the specific payment of
interest on or principal of the Government Obligation evidenced by such
depository receipt. 

	 	(ff) 	
      “Holder” means the Person in whose name a Security
      is registered in the Security Register.

	 	 	 
	 	(gg) 	
      “Indenture” means this instrument as originally
      executed and as it may from time to time be supplemented or amended by one
      or more indentures supplemental hereto entered into pursuant to the
      applicable provisions hereof, and shall include the terms of particular
      series of Securities established as contemplated by Section 3.1 and the
      provisions of the Trust Indenture Act that are deemed to be part
      hereof; provided, however, that, if at any time more than
      one Person is acting as Trustee under this instrument, “Indenture”
      shall mean, with respect to any one or more series of Securities for which
      such Person is Trustee, this instrument as originally executed or as it
      may from time to time be supplemented or amended by one or more indentures
      supplemental hereto entered into pursuant to the applicable provisions
      hereof and shall include the terms of particular series of Securities for
      which such Person is Trustee established as contemplated by Section 3.1,
      exclusive, however, of any provisions or terms which relate solely to
      other series of Securities for which such Person is not Trustee,
      regardless of when such terms or provisions were adopted, and exclusive of
      any provisions or terms adopted by means of one or more indentures
      supplemental hereto executed and delivered after such Person had become
      such Trustee but to which such Person, as such Trustee, was not a
      party.

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

	 	 	 
	 	(ii) 	
      “interest”, when used with respect to an Original
      Issue Discount Security which by its terms bears interest only after
      Maturity, means interest payable after Maturity at the rate prescribed in
      such Original Issue Discount Security, and, when used with respect to a
      Security which provides for the payment of Additional Amounts pursuant to
      Section 10.5, includes such Additional Amounts.

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

	 	 	 
	 	(kk) 	
      “mandatory sinking fund payment” has the meaning
      specified in Section 12.1.

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

	 	 	 
	 	(mm) 	
      “Officer” means the Chairman of the Board, the
      Vice Chairman, the Chief Executive Officer, the President, any Vice
      President, the Chief Financial Officer, the Treasurer or the Secretary or
      any Assistant Treasurer or Assistant Secretary of the Company.

	 	 	 
	 	(nn) 	
      “Officers’ Certificate” means a written
      certificate signed in the name of the Company by any two Officers, and
      delivered to the Trustee.







- 5 - 

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

	 	 	 
	 	(pp) 	
      “Optional Reset Date” has the meaning specified in
      Section 3.7.

	 	 	 
	 	(qq) 	
      “optional sinking fund payment” has the meaning
      specified in Section 12.1.

	 	 	 
	 	(rr) 	
      “Original Issue Discount Security” means any
      Security which provides for an amount less than the principal amount
      thereof to be due and payable upon a declaration of acceleration of the
      Maturity thereof pursuant to Section 5.2.

	 	 	 
	 	(ss) 	
      “Original Stated Maturity” has the meaning
      specified in Section 3.8.

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




	 	(i) 	
      Securities theretofore cancelled by the Trustee or
      delivered to the Trustee for cancellation pursuant to the terms of this
      Indenture;

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

	 	 	 
	 	(iii) 	
      Securities, except to the extent provided in Sections
      14.2 and 14.3, with respect to which the Company has effected defeasance
      and/or covenant defeasance as provided in Article 14; and

	 	 	 
	 	(iv) 	
      Securities which have been paid pursuant to Section 3.6
      or in exchange for or in lieu of which other Securities have been
      authenticated and delivered pursuant to this Indenture, other than any
      such Securities in respect of which there shall have been presented to the
      Trustee proof satisfactory to it that such Securities are held by a
      protected purchaser (as defined in Article 8 of the Uniform Commercial
      Code) in whose hands such Securities are valid obligations of the
      Company;



provided, however, that
in determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, and for the purpose of making the
calculations required by TIA Section 313: 

	 	(i) 	
      the principal amount of an Original Issue Discount
      Security that may be counted in making such determination or calculation
      and that shall be deemed to be Outstanding for such purpose shall be equal
      to the amount of principal thereof that would be (or shall have been
      declared to be) due and payable, at the time of such determination, upon a
      declaration of acceleration of the maturity thereof pursuant to Section
      5.2;

	 	 	 
	 	(ii) 	
      the principal amount of any Indexed Security that may be
      counted in making such determination or calculation and that shall be
      deemed outstanding for such purpose shall be equal to the principal face
      amount of such Indexed Security at original issuance, unless otherwise
      provided with respect to such Security pursuant to Section 3.1;
  and

	 	 	 
	 	(iii) 	
      Securities owned by the Company or any other obligor upon
      the Securities or any Affiliate of the Company or of such other obligor
      shall be disregarded and deemed not to be Outstanding, except that, in
      determining whether the Trustee shall be protected in making such
      calculation or in relying upon any such request, demand, authorization,
      direction, notice, consent or waiver, only Securities which a Responsible
      Officer of the Trustee actually knows to be so owned shall be so
      disregarded. Securities so owned which have been pledged in good faith may
      be regarded as Outstanding if the pledgee establishes to the satisfaction
      of the Trustee the pledgee’s right so to act with respect to such
      Securities and that the pledgee is not the Company or any other obligor
      upon the Securities or any Affiliate of the Company or such other obligor.
      







- 6 - 

	 	(uu) 	
      “Paying Agent” means any Person (including the
      Company acting as Paying Agent) authorized by the Company to pay the
      principal of (or premium, if any) or interest, if any, on any Securities
      on behalf of the Company.

	 	 	 
	 	(vv) 	
      “Payment Blockage Period” has the meaning
      specified in Section 15.3.

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

	 	 	 
	 	(xx) 	
      “Place of Payment” means, when used with respect
      to the Securities of or within any series, the place or places where the
      principal of (and premium, if any) and interest, if any, on such
      Securities are payable as specified and as contemplated by or pursuant to
      Sections 3.1 and 10.2.

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

	 	 	 
	 	(zz) 	
      “Redemption Price”, when used with respect to any
      Security to be redeemed, means the price at which it is to be redeemed
      pursuant to this Indenture.

	 	 	 
	 	(aaa) 	
      “Regular Record Date” for the interest payable on
      any Interest Payment Date on the Securities of or within any series means
      the date specified for that purpose as contemplated by Section
  3.1.

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

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

	 	 	 
	 	(ddd) 	
      “Reset Notice” has the meaning specified in
      Section 3.7.

	 	 	 
	 	(eee) 	
      “Responsible Officer”, when used with respect to
      the Trustee, means any vice president, officer or any other officer of the
      Trustee customarily performing functions similar to those performed by any
      of the above-designated officers, and also means, with respect to a
      particular corporate trust matter, any other officer to whom such matter
      is referred because of his knowledge of and familiarity with the
      particular subject and who shall have direct responsibility for the
      administration of this Indenture.

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

	 	 	 
	 	(ggg) 	
      “Securities Act” means the United States
      Securities Act of 1933, as amended.

	 	 	 
	 	(hhh) 	
      “Security Register” and “Security
      Registrar” have the respective meanings specified in Section
    3.5.







- 7 - 

	 	(iii) 	
      “Senior Indebtedness” means the principal of (and
      premium, if any) and unpaid interest on:

	 	 	 	 
	 		(i) 	
      indebtedness of the Company (including indebtedness of
      others guaranteed by the Company), whether outstanding on the date hereof
      or thereafter created, incurred, assumed or guaranteed, for money
      borrowed, unless in the instrument creating or evidencing the same or
      pursuant to which the same is outstanding it is provided that such
      indebtedness is not senior or prior in right of payment to the Securities;
      and

	 	 	 	 
	 		(ii) 	
      renewals, extensions, modifications and refundings of any
      such indebtedness.

	 	 	 	 
	 	(jjj) 	
      “Special Record Date” for the payment of any
      Defaulted Interest on the Securities of or within any series means a date
      fixed by the Trustee pursuant to Section 3.7.

	 	 	 	 
	 	(kkk) 	
      “Stated Maturity”, when used with respect to any
      Security or any installment of principal thereof or interest thereon,
      means the date specified in such Security as the fixed date on which the
      principal of such Security or such installment of principal or interest is
      due and payable, as such date may be extended pursuant to the provisions
      of Section 3.8.

	 	 	 	 
	 	(lll) 	
      “Subsequent Interest Period” has the meaning
      specified in Section 3.7.

	 	 	 	 
	 	(mmm) 	
      “Subsidiary” means, with respect to any
    Person:




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

	 	 	 
	 	(ii) 	
      any partnership:




	 	(A) 	
      the sole general partner or the managing general partner
      of which is such Person or a Subsidiary of such Person; or

	 	 	 
	 	(B) 	
      the only general partners of which are such Person or of
      one or more Subsidiaries of such Person (or any combination thereof);
      or




	 		(iii) 	
      any other Person not described in clauses (i) and (ii)
      above in which such Person, or one more other Subsidiaries of such Person
      or such Person and one or more other Subsidiaries thereof, directly or
      indirectly, has a 50% ownership and the power, pursuant to a written
      contract or agreement, to direct the policies and management or the
      financial and other affairs thereof.

	 	 	 	 
	 	(nnn) 	
      “Trust Indenture Act” or “TIA” means the
      Trust Indenture Act of 1939 as in force at the date as of which
      this Indenture was executed, except as provided in Section 9.5;
      provided, however, that in the event the Trust Indenture
      Act is amended after such date, “Trust Indenture Act” or
      “TIA” means, to the extent required by any such amendment, the
      Trust Indenture Act of 1939 as so amended.

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

	 	 	 	 
	 	(ppp) 	
      “United States” means, unless otherwise specified
      with respect to any Securities pursuant to Section 3.1, the United States
      of America (including the states and the District of Columbia), its
      territories, its possessions and other areas subject to its
      jurisdiction.







- 8 - 

	 	(qqq) 	
      “United States person” means, unless otherwise
      specified with respect to any Securities pursuant to Section 3.1, an
      individual who is a citizen or resident of the United States, a
      corporation, partnership or other entity created or organized in or under
      the laws of the United States or an estate or trust the income of which is
      subject to United States federal income taxation regardless of its
      source.

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

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




	1.2 	
      Compliance Certificates and
  Opinions



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

Every certificate or opinion with respect to compliance with a
covenant or condition provided for in this Indenture (other than pursuant to
Section 10.4) shall include: 

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

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

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

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




	1.3 	
      Form of Documents Delivered to
  Trustee



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

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




- 9 - 

Any certificate or opinion of an Officer of the Company or of
counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of, or representations by, an accountant or firm of
accountants in the employ of the Company, unless such Officer or counsel, as the
case may be, knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to the accounting matters
upon which such certificate or opinion may be based are erroneous. Any
certificate or opinion of any independent firm of chartered accountants filed
with the Trustee shall contain a statement that such firm is independent. 

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

	1.4 	
      Acts of Holders

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

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

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

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

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








- 10 - 

	1.5 	
      Notices, etc. to Trustee and
  Company



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

	 	(a) 	
      the Trustee by any Holder or by the Company shall be
      sufficient for every purpose hereunder if made, given, furnished or filed
      in writing to or with the Trustee at its Corporate Trust Office;
  or

	 	 	 
	 	(b) 	
      the Company by the Trustee or by any Holder shall be
      sufficient for every purpose hereunder (unless otherwise herein expressly
      provided) if in writing and mailed, first-class postage prepaid, to the
      Company, Attention: Secretary, addressed to it at the address of its
      principal office specified in the first paragraph of this Indenture or at
      any other address previously furnished in writing to the Trustee by the
      Company.




	1.6 	
      Notice to Holders; Waiver



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

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

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

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

	1.7 	
      Effect of Headings and Table of
  Contents



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


	1.8 	
      Successors and Assigns



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




- 11 - 

	1.9 	
      Separability Clause



In case any provision in this Indenture or in any Security
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. 

	1.10 	
      Benefits of Indenture



Nothing in this Indenture or in the Securities, express or
implied, shall give to any Person, other than the parties hereto, any
Authenticating Agent, any Paying Agent, any Securities Registrar and their
successors hereunder and the Holders of Securities, any benefit or any legal or
equitable right, remedy or claim under this Indenture. 

	1.11 	
      Governing Law



This Indenture and the Securities shall be governed by and
construed in accordance with the law of the State of Nevada. This Indenture is
subject to the provisions of the Trust Indenture Act that are required to
be part of this Indenture and shall, to the extent applicable, be governed by
such provisions. 

	1.12 	
      Legal Holidays



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

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



By the execution and delivery of this Indenture, the Company:


	 	(a) 	
      acknowledges that it has irrevocably designated and
      appointed • as its authorized agent upon which process may be served in
      any suit or proceeding arising out of or relating to the Securities or
      this Indenture that may be instituted in any United States federal or •
      state court in • or brought under federal or state securities laws or
      brought by the Trustee (whether in its individual capacity or in its
      capacity as Trustee hereunder);

	 	 	 
	 	(b) 	
      submits to the non-exclusive jurisdiction of any such
      court in any such suit or proceeding; and

	 	 	 
	 	(c) 	
      agrees that service of process upon • and written notice
      of said service to the Company (mailed or delivered to the Company,
      Attention: Secretary, at its principal office specified in the first
      paragraph of this Indenture and in the manner specified in Section 1.5
      hereof),



shall be deemed in every respect effective service of process
upon the Company in any such suit or proceeding. The Company further agrees to
take any and all action, including the execution and filing of any and all such
documents and instruments, as may be necessary to continue such designation and
appointment of • in full force and effect so long as any of the Securities shall
be outstanding. 

	1.14 	
      Incorporators, Shareholders, Officers and Directors of
      the Company Exempt from Individual Liability



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




- 12 - 

	1.15 	
      Waiver of Jury Trial



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

	1.16 	
      Conflict with Trust Indenture
    Act



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

ARTICLE 2 
SECURITY FORMS 

	2.1 	
      Forms Generally



The Securities of each series shall be in substantially the
forms as shall be established by or pursuant to a Board Resolution or in one or
more indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture or any indenture supplemental hereto, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as the Company may deem appropriate and as are not
inconsistent with the provisions of this Indenture, or as may be required to
comply with the rules of any securities exchange or as may, consistently
herewith, be determined by the Officers executing such Securities, as evidenced
by their execution of the Securities. If the forms of Securities of any series
are established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 3.3 for the
authentication and delivery of such Securities. Any portion of the text of any
Security may be set forth on the reverse thereof, with an appropriate reference
thereto on the face of the Security. 

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

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

	2.2 	
      Form of Trustee’s Certificate of
    Authentication



Subject to Section 6.11, the Trustee’s certificate of
authentication shall be in substantially the following form: 

TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

Dated: _____________________


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

	 	 
	 	as Trustee 
	 	 	  
	 	 	  
	 	By: 	
	 	 	Authorized Officer 





- 13 - 


	2.3 	
      Securities Issuable in Global
  Form



If Securities of or within a series are issuable in global
form, as specified as contemplated by Section 3.1, then, notwithstanding clause
(h) of Section 3.1, any such Security shall represent such of the Outstanding
Securities of such series as shall be specified therein and may provide that it
shall represent the aggregate amount of Outstanding Securities of such series
from time to time endorsed thereon and that the aggregate amount of Outstanding
Securities of such series represented thereby may from time to time be increased
or decreased to reflect exchanges. Any endorsement of a Security in global form
to reflect the amount, or any increase or decrease in the amount, of Outstanding
Securities represented thereby shall be made by the Trustee in such manner and
upon instructions given by such Person or Persons as shall be specified therein
or in the Company Order to be delivered to the Trustee pursuant to Section 3.3
or Section 3.4. Subject to the provisions of Section 3.3 and, if applicable,
Section 3.4, the Trustee shall deliver and redeliver any Security in permanent
global form in the manner and upon instructions given by the Person or Persons
specified therein or in the applicable Company Order. If a Company Order
pursuant to Section 3.3 or Section 3.4 has been, or simultaneously is,
delivered, any instructions by the Company with respect to endorsement or
delivery or redelivery of a Security in global form shall be in writing but need
not comply with Section 1.2 and need not be accompanied by an Opinion of
Counsel. 

The provisions of the last sentence of Section 3.3 shall apply
to any Security represented by a Security in global form if such Security was
never issued and sold by the Company and the Company delivers to the Trustee the
Security in global form together with written instructions (which need not
comply with Section 1.2 and need not be accompanied by an Opinion of Counsel)
with regard to the reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of Section 3.3. 

Notwithstanding the provisions of Section 3.7, unless otherwise
specified as contemplated by Section 3.1, payment of principal of (and premium,
if any) and interest, if any, on any Security in permanent global form shall be
made to the Person or Persons specified therein. 

Notwithstanding the provisions of Section 3.9 and except as
provided in the preceding paragraph, the Company, the Trustee and any agent of
the Company and the Trustee shall treat as the Holder of such principal amount
of Outstanding Securities represented by a permanent global Security the Holder
of such permanent global Security. 

None of the Company, the Trustee, any Paying Agent or the
Security Registrar will have any responsibility or liability for any aspect of
the records relating to or payments made on account of beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests. 

ARTICLE 3 
THE SECURITIES 

	3.1 	
      Amount Unlimited; Issuable in
  Series



The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited. All Securities of
any one series need not be issued at the same time and, unless otherwise
provided, a series may be reopened, without the consent of the Holders, for
issuances of additional Securities of such series. Securities shall be
subordinated in right of payment to all Senior Indebtedness as provided in
Article 15 hereof. 

The Securities may be issued in one or more series. There shall
be established in one or more Board Resolutions or pursuant to authority granted
by one or more Board Resolutions and, subject to Section 3.3, set forth in, or
determined in the manner provided in, an Officers’ Certificate, or established
in one or more indentures supplemental hereto, prior to the issuance of
Securities of any series, any or all of the following, as applicable (each of
which (except for the matters set forth in clauses (a), (b) and (o) below), if
so provided, may be determined from time to time by the Company with respect to
unissued Securities of the series and set forth in such Securities of the series
when issued from time to time): 




- 14 - 

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

	 	 	 
	 	(b) 	
      any limit upon the aggregate principal amount of the
      Securities of the series that may be authenticated and delivered under
      this Indenture (except for Securities authenticated and delivered upon
      registration of transfer of, or in exchange for, or in lieu of, other
      Securities of the series pursuant to Section 3.4, 3.5, 3.6, 9.6, 11.7 or
      13.5);

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

	 	 	 
	 	(d) 	
      the rate or rates (whether fixed or variable) at which
      the Securities of the series shall bear interest, if any, or the method by
      which such rate or rates shall be determined, the date or dates from which
      such interest shall accrue, or the method by which such date or dates
      shall be determined, the Interest Payment Dates on which such interest
      shall be payable and the Regular Record Date for the interest payable on
      any Security on any Interest Payment Date, or the method by which such
      date or dates shall be determined, and the basis upon which interest shall
      be calculated if other than on the basis of a 360-day year of twelve
      30-day months;

	 	 	 
	 	(e) 	
      the place or places, if any, other than or in addition to
      The City of •, where the principal of (and premium, if any) and interest,
      if any, on Securities of the series shall be payable, where any Securities
      of the series may be surrendered for registration of transfer, where
      Securities of the series may be surrendered for exchange, where Securities
      of the series that are convertible or exchangeable may be surrendered for
      conversion or exchange, as applicable, and, if different than the location
      specified in Section 1.5, the place or places where notices or demands to
      or upon the Company in respect of the Securities of the series and this
      Indenture may be served and the extent to which, or the manner in which,
      any interest payment or Additional Amounts on a global Security on an
      Interest Payment Date shall be paid;

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

	 	 	 
	 	(g) 	
      the right, if any, to extend the interest payment periods
      and the duration of such extension;

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

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

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

	 	 	 
	 	(k) 	
      if other than the principal amount thereof, the portion
      of the principal amount of Securities of the series that shall be payable
      upon declaration of acceleration of the Maturity thereof pursuant to
      Section 5.2 or the method by which such portion shall be
  determined;

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







- 15 - 

	 	 	 
	 	(m) 	
      the applicability, if any, of Sections 14.2 and/or 14.3
      to the Securities of the series and any provisions in modification of, in
      addition to or in lieu of any of the provisions of Article 14 that shall
      be applicable to the Securities of the series;

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

	 	 	 
	 	(o) 	
      any deletions from, modifications of or additions to the
      Events of Default or covenants (including any deletions from,
      modifications of or additions to Section 10.7) of the Company with respect
      to Securities of the series, whether or not such Events of Default or
      covenants are consistent with the Events of Default or covenants set forth
      herein;

	 	 	 
	 	(p) 	
      whether the Securities of the series shall be issued in
      whole or in part in permanent global form and, in such case, the
      Depositary for such Securities if other than DTC; the manner in which and
      the circumstances under which interests in any such permanent global
      Security may be exchanged for Securities in definitive form, if other
      than, or in addition to, the manner and circumstances specified in Section
      3.4;

	 	 	 
	 	(q) 	
      the Person to whom any interest on any Security of the
      series shall be payable, if other than the Person in whose name that
      Security (or one or more Predecessor Securities) is registered at the
      close of business on the Regular Record Date for such interest and the
      extent to which, or the manner in which, any interest payable on a
      temporary global Security on an Interest Payment Date shall be paid if
      other than in the manner provided in Section 3.4;

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

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

	 	 	 
	 	(t) 	
      whether and under what circumstances the Company shall
      pay Additional Amounts as contemplated by Section 10.5 on the Securities
      of the series to any Holder who is not a United States person (including
      any modification to the definition of such term) in respect of any tax,
      assessment or governmental charge and, if so, whether the Company shall
      have the option to redeem such Securities rather than pay such Additional
      Amounts (and the terms of any such option);

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

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

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







- 16 - 

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



All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided in
or pursuant to such Board Resolution (subject to Section 3.3) and set forth in
such Officers’ Certificate or in any such indenture supplemental hereto. Not all
Securities of any one series need be issued at the same time, and, unless
otherwise provided, a series may be reopened for issuances of additional
Securities of such series. 

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

	3.2 	
      Denominations



The Securities of each series shall be issuable in registered
form without coupons in such denominations as shall be specified as contemplated
by or pursuant to Section 3.1. With respect to Securities of any series
denominated in Dollars, in the absence of any such provisions, the Securities of
such series, other than Securities issued in global form (which may be of any
denomination), shall be issuable in denominations of $1,000 and any integral
multiple thereof. 

	3.3 	
      Execution, Authentication, Delivery and
    Dating



The Securities shall be executed on behalf of the Company by
any Officer. The signature of any Officer on the Securities may be the manual or
facsimile signatures of the present or any future such authorized Officer and
may be imprinted or otherwise reproduced on the Securities. 

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

At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series,
executed by the Company to the Trustee for authentication, together with a
Company Order for the authentication and delivery of such Securities, and the
Trustee in accordance with such Company Order shall authenticate and deliver
such Securities. If not all of the Securities of any series are to be issued at
one time and if the Board Resolution or supplemental indenture establishing such
series shall so permit, such Company Order may set forth procedures acceptable
to the Trustee for the issuance of such Securities and determining the terms of
particular Securities of such series such as interest rate, stated maturity,
date of issuance and date from which interest shall accrue. 

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

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

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

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







- 17 - 

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

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



Notwithstanding the provisions of Section 3.1 and of the
preceding two paragraphs, if not all the Securities of any series are to be
issued at one time, it shall not be necessary to deliver the Officers’
Certificate otherwise required pursuant to Section 3.1 or the Company Order and
Opinion of Counsel otherwise required pursuant to the preceding two paragraphs
prior to or at the time of issuance of each Security, but such documents shall
be delivered prior to or at the time of issuance of the first Security of such
series. 

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

Each Security shall be dated the date of its authentication.


No Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Security a certificate of authentication substantially in the form provided for
herein duly executed by the Trustee by manual signature of an authorized
officer, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder and is entitled to the benefits of this Indenture.
Notwithstanding the foregoing, if any Security shall have been authenticated and
delivered hereunder but never issued and sold by the Company, and the Company
shall deliver such Security to the Trustee for cancellation as provided in
Section 3.10 together with a written statement (which need not comply with
Section 1.2 and need not be accompanied by an Opinion of Counsel) stating that
such Security has never been issued and sold by the Company, for all purposes of
this Indenture such Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits of this
Indenture. 

	3.4 	
      Temporary Securities



Pending the preparation of definitive Securities of any series
the Company may execute and the Trustee shall authenticate and deliver temporary
Securities (printed or lithographed). Temporary Securities shall be issuable in
any authorized denomination and substantially in the form of the definitive
Securities but with such omissions, insertions and variations as may be
appropriate for temporary Securities, all as may be determined by the Company.
Every such temporary Security shall be executed by the Company and shall be
authenticated by the Trustee upon the same conditions and in substantially the
same manner, and with the same effect, as the definitive Securities. Without
unreasonable delay the Company will execute and deliver to the Trustee
definitive Securities of such series and thereupon any or all temporary
Securities of such series may be surrendered in exchange therefor, at the
Corporate Trust Office of the Trustee, and the Trustee shall authenticate and
deliver in exchange for such temporary Securities an equal aggregate principal
amount of definitive Securities. Such exchange shall be made by the Company at
its own expense and without any charge therefor except that in case of any such
exchange involving any registration of transfer the Company may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto. Until so exchanged, the temporary Securities shall
in all respects be entitled to the same benefits under this Indenture as
definitive Securities authenticated and delivered hereunder. 

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

If at any time the Depositary for the Securities of a series
notifies the Company that it is unwilling or unable to continue as Depositary
for the Securities of such series or if at any time the Depositary for
Securities of a series shall no longer be a clearing agency registered and in
good standing under the Exchange Act, or other applicable statute or
regulation, the Company shall appoint a successor Depositary with respect to the
Securities of such series. If a successor Depositary for the Securities of such
series is not appointed by the Company within 90 days after the Company receives
such notice or becomes aware of such condition, the Company will execute, and
the Trustee, upon receipt of a Company Order for the authentication and delivery
of definitive Securities of such series, will authenticate and deliver,
Securities of such series in definitive form in an aggregate principal amount
equal to the principal amount of the global Security or Securities representing
such series in exchange for such global Security or Securities. 




- 18 - 

If specified by the Company pursuant to Section 3.1 with
respect to Securities of a series, the Depositary for such series of Securities
may surrender a global Security for such series of Securities in exchange in
whole or in part for Securities of such series in definitive form on such terms
as are acceptable to the Company and such depositary. Thereupon, the Company
shall execute and the Trustee shall authenticate and deliver, without charge:


	 	(a) 	
      to each Person specified by the Depositary a new Security
      or Securities of the same series, of any authorized denomination as
      requested by such Person in an aggregate principal amount equal to and in
      exchange for such Person’s beneficial interest in the global Security;
      and

	 	 	 
	 	(b) 	
      to the Depositary a new global Security in a denomination
      equal to the difference, if any, between the principal amount of the
      surrendered global Security and the aggregate principal amount of
      Securities delivered to Holders thereof.




	3.5 	
      Registration, Registration of Transfer and
      Exchange



The Company shall cause to be kept at the Corporate Trust
Office of the Trustee or in any office or agency of the Company in a Place of
Payment a register for each series of Securities (the registers maintained in
such Corporate Trust Office of the Trustee or in any other office or agency of
the Company in a Place of Payment being herein sometimes collectively referred
to as the “Security Register”) in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
and transfer of Securities. The Security Register shall be in written form or
any other form capable of being converted into written form within a reasonable
time. At all reasonable times, the Security Register shall be open to inspection
by the Trustee. The Trustee is hereby initially appointed as security registrar
(the “Security Registrar”) for the purpose of registering Securities and
transfers of Securities as herein provided. The Company shall have the right to
remove and replace from time to time the Security Registrar for any series of
Securities; provided that, no such removal or replacement shall be effective
until a successor Security Registrar with respect to such series of Securities
shall have been appointed by the Company and shall have accepted such
appointment by the Company. In the event that the Trustee shall not be or shall
cease to be the Security Registrar with respect to a series of Securities, it
shall have the right to examine the Security Register for such series at all
reasonable times. There shall be only one Security Register for each series of
Securities. 

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

At the option of the Holder, Securities of any series may be
exchanged for other replacement Securities of the same series, of any authorized
denomination and of a like aggregate principal amount and tenor, upon surrender
of the Securities to be exchanged at such office or agency. Whenever any
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive. 

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

If the Company shall establish pursuant to Section 3.1 that the
Securities of a series are to be issued in whole or in part in the form of one
or more global Securities, then the Company shall execute and the Trustee shall,
in accordance with Section 3.3 and the Company Order with respect to such
series, authenticate and deliver one or more global Securities in temporary or
permanent form that: 




- 19 - 

	 	(a) 	
      shall represent and shall be denominated in an amount
      equal to the aggregate principal amount of the Outstanding Securities of
      such series to be represented by one or more global Securities;

	 	 	 
	 	(b) 	
      shall be registered in the name of the Depositary for
      such global Security or Securities or the nominee of such depositary;
      and

	 	 	 
	 	(c) 	
      shall bear a legend substantially to the following
      effect:





	
      “This Security may not be transferred except as a whole
      by the Depositary to a nominee of the Depositary or by a nominee of the
      Depositary to the Depositary or another nominee of the Depositary or by
      the Depositary or any such nominee to a successor Depositary or a nominee
      of such successor Depositary, unless and until this Security is exchanged
      in whole or in part for Securities in definitive form”





and such other legend as may be
required by the Depositary. 

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

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

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

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

No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities. 

The Company shall not be required: 

	 	(a) 	
      to issue, register the transfer of or exchange Securities
      of any series during a period beginning at the opening of business 15 days
      before the day of the selection for redemption of Securities of that
      series under Section 11.3 or 12.3 and ending at the close of business on
      the day of the mailing of the relevant notice of redemption; or

	 	 	 
	 	(b) 	
      to register the transfer of or exchange any Security so
      selected for redemption in whole or in part, except the unredeemed portion
      of any Security being redeemed in part; or

	 	 	 
	 	(c) 	
      to issue, register the transfer of or exchange any
      Security which has been surrendered for repayment at the option of the
      Holder, except the portion, if any, of such Security not to be so
      repaid.







- 20 - 

	3.6 	
      Mutilated, Destroyed, Lost and Stolen
      Securities



If any mutilated Security is surrendered to the Trustee or the
Company, together with, in proper cases, such security or indemnity as may be
required by the Company or the Trustee to save each of them or any agent of
either of them harmless, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a replacement Security of the same
series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

If there shall be delivered to the Company and to the Trustee:


	 	(a) 	
      evidence to their satisfaction of the destruction, loss
      or theft of any Security; and

	 	 	 
	 	(b) 	
      such security or indemnity as may be required by them to
      save each of them and any agent of either of them
  harmless,



then, in the absence of notice to the Company or the Trustee
that such Security has been acquired by a protected purchaser (as defined in
Article 8 of the Uniform Commercial Code), the Company shall execute and
upon Company Order the Trustee shall authenticate and deliver, in lieu of any
such destroyed, lost or stolen Security, a replacement Security of the same
series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding. 

Notwithstanding the provisions of the previous two paragraphs,
in case any such mutilated, destroyed, lost or stolen Security has become or is
about to become due and payable, the Company in its discretion may, instead of
issuing a new Security, pay such Security.

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

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

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

	3.7 	
      Payment of Principal and Interest; Interest Rights
      Preserved; Optional Interest Reset

	 	 	 	 
		(a) 	
      Unless otherwise provided as contemplated by Section 3.1
      with respect to any series of Securities, interest, if any, 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 such
      Security (or one or more Predecessor Securities) is registered at the
      close of business on the Regular Record Date for such interest at the
      office or agency of the Company maintained for such purpose pursuant to
      Section 10.2; provided, however, that each installment of the principal of
      (and premium, if any) and interest, if any, on any Security may at the
      Company’s option be paid by:

	 	 	 	 
			(i) 	
      mailing a check for such interest, payable to or upon the
      written order of the Person entitled thereto pursuant to Section 3.9, to
      the address of such Person as it appears on the Security Register;
    or

	 	 	 	 
			(ii) 	
      wire transfer to an account of the person entitled to
      receive such payment if such person is a Holder of $10,000,000 or more in
      aggregate principal amount of the Securities of such series (with wire
      transfer instructions provided to the Trustee not less than 15 days prior
      to payment of interest by wire transfer); provided further, that principal
      paid in relation to any Security redeemed at the option of the Company
      pursuant to Article 11, or paid at Maturity, shall be paid to the holder
      of such Security only upon presentation and surrender of such Security to
      such office or agency referred to in this Section
3.7(a).







- 21 - 

	 	 	 	 
	 	(b) 	
      Unless otherwise provided as contemplated by Section 3.1,
      any interest on any Security of any series which is payable, but is not
      punctually paid or duly provided for, on any Interest Payment Date shall
      forthwith cease to be payable to the Holder on the relevant Regular Record
      Date by virtue of having been such Holder, and such defaulted interest
      and, if applicable, interest on such defaulted interest (to the extent
      lawful) at the rate specified in the Securities of such series (such
      defaulted interest and, if applicable, interest thereon herein
      collectively called “Defaulted Interest”) may be paid by the
      Company, at its election in each case, as provided in clause (i) or (ii)
      below:

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

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

	 	 	 	 
	 	(c) 	
      The provisions of this Section 3.7(c) may be made
      applicable to any series of Securities pursuant to Section 3.1 (with such
      modifications, additions or substitutions as may be specified pursuant to
      such Section 3.1). The interest rate (or the spread or spread multiplier
      used to calculate such interest rate, if applicable) on any Security of
      such series may be reset by the Company on the date or dates specified on
      the face of such Security (each an “Optional Reset Date”). The
      Company may exercise such option with respect to such Security by
      notifying the Trustee of such exercise at least 50 but not more than 60
      days prior to an Optional Reset Date for such Security. Not later than 40
      days prior to each Optional Reset Date, the Trustee shall transmit, in the
      manner provided for in Section 1.6, to the Holder of any such Security a
      notice (the “Reset Notice”) indicating whether the Company has
      elected to reset the interest rate (or the spread or spread multiplier
      used to calculate such interest rate, if applicable), and if so:

	 	 	 	 
	 		(i) 	
      such new interest rate (or such new spread or spread
      multiplier, if applicable); and







- 22 - 

	 	(ii) 	
      the provisions, if any, for redemption during the period
      from such Optional Reset Date to the next Optional Reset Date or if there
      is no such next Optional Reset Date, to the Stated Maturity Date of such
      Security,



(each such period a “Subsequent
Interest Period”), including the date or dates on which or the period or
periods during which and the price or prices at which such redemption may occur
during the Subsequent Interest Period. 

Notwithstanding the foregoing, not later than 20 days prior to
the Optional Reset Date, the Company may, at its option, revoke the interest
rate (or the spread or spread multiplier used to calculate such interest rate,
if applicable) provided for in the Reset Notice and establish an interest rate
(or a spread or spread multiplier used to calculate such interest rate, if
applicable) that is higher than the interest rate (or the spread or spread
multiplier, if applicable) provided for in the Reset Notice, for the Subsequent
Interest Period by causing the Trustee to transmit, in the manner provided for
in Section 1.6, notice of such higher interest rate (or such higher spread or
spread multiplier, if applicable) to the Holder of such Security. Such notice
shall be irrevocable. All Securities with respect to which the interest rate (or
the spread or spread multiplier used to calculate such interest rate, if
applicable) is reset on an Optional Reset Date, and with respect to which the
Holders of such Securities have not tendered such Securities for repayment (or
have validly revoked any such tender) pursuant to the next succeeding paragraph,
shall bear such higher interest rate (or such higher spread or spread
multiplier, if applicable). 

The Holder of any such Security shall have the option to elect
repayment by the Company of the principal of such Security on each Optional
Reset Date at a price equal to the principal amount thereof plus interest
accrued to such Optional Reset Date. In order to obtain repayment on an Optional
Reset Date, the Holder must follow the procedures set forth in Article 13 for
repayment at the option of Holders except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to such Optional Reset Date and except that, if the Holder has tendered any
Security for repayment pursuant to the Reset Notice, the Holder may, by written
notice to the Trustee, revoke such tender or repayment until the close of
business on the tenth day before such Optional Reset Date. 

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

	3.8 	
      Optional Extension of Stated
  Maturity



The provisions of this Section 3.8 may be made applicable to
any series of Securities pursuant to Section 3.1 (with such modifications,
additions or substitutions as may be specified pursuant to such Section 3.1) .
The Stated Maturity of any Security of such series may be extended at the option
of the Company for the period or periods specified on the face of such Security
(each an “Extension Period”) up to but not beyond the date (the “Final
Maturity”) set forth on the face of such Security. The Company may exercise
such option with respect to any Security by notifying the Trustee of such
exercise at least 50 but not more than 60 days prior to the Stated Maturity of
such Security in effect prior to the exercise of such option (the “Original
Stated Maturity”). If the Company exercises such option, the Trustee shall
transmit, in the manner provided for in Section 1.6, to the Holder of such
Security not later than 40 days prior to the Original Stated Maturity a notice
(the “Extension Notice”) indicating: 

	 	(a) 	
      the election of the Company to extend the Stated
      Maturity;

	 	 	 
	 	(b) 	
      the new Stated Maturity;

	 	 	 
	 	(c) 	
      the interest rate, if any, applicable to the Extension
      Period; and

	 	 	 
	 	(d) 	
      the provisions, if any, for redemption during such
      Extension Period.



Upon the Trustee’s transmittal of the Extension Notice, the
Stated Maturity of such Security shall be extended automatically and, except as
modified by the Extension Notice and as described in the next paragraph, such
Security shall have the same terms as prior to the transmittal of such Extension
Notice. 




- 23 - 

Notwithstanding the foregoing, not later than 20 days before
the Original Stated Maturity of such Security, the Company may, at its option,
revoke the interest rate provided for in the Extension Notice and establish a
higher interest rate for the Extension Period by causing the Trustee to
transmit, in the manner provided for in Section 1.6, notice of such higher
interest rate to the Holder of such Security. Such notice shall be irrevocable.
All Securities with respect to which the Stated Maturity is extended shall bear
such higher interest rate. 

If the Company extends the Maturity of any Security, the Holder
shall have the option to elect repayment of such Security by the Company on the
Original Stated Maturity at a price equal to the principal amount thereof, plus
interest accrued to such date. In order to obtain repayment on the Original
Stated Maturity once the Company has extended the Maturity thereof, the Holder
must follow the procedures set forth in Article 13 for repayment at the option
of Holders, except that the period for delivery or notification to the Trustee
shall be at least 25 but not more than 35 days prior to the Original Stated
Maturity and except that, if the Holder has tendered any Security for repayment
pursuant to an Extension Notice, the Holder may by written notice to the Trustee
revoke such tender for repayment until the close of business on the tenth day
before the Original Stated Maturity. 

	3.9 	
      Persons Deemed Owners



Prior to due presentment of a Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Security is registered as the owner of
such Security for the purpose of receiving payment of principal of (and premium,
if any) and (subject to Sections 3.5 and 3.7) interest, if any, on such Security
and for all other purposes whatsoever (other than the payment of Additional
Amounts, if any), whether or not such Security be overdue, and none of the
Company, the Trustee or any agent of the Company or the Trustee shall be
affected by notice to the contrary. 

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

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

	3.10 	
      Cancellation



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

	3.11 	
      Computation of Interest



Except as otherwise specified as contemplated by Section 3.1
with respect to any Securities, interest, if any, on the Securities of each
series shall be computed on the basis of a 360-day year of twelve 30-day months.
For the purposes of disclosure under the Interest Act (Canada), the
yearly rate of interest to which interest calculated under a Security for any
period in any calendar year (the “calculation period”) is equivalent, is
the rate payable under a Security in respect of the calculation period
multiplied by a fraction the numerator of which is the actual number of days in
such calendar year and the denominator of which is the actual number of days in
the calculation period. 




- 24 - 

	3.12 	
      CUSIP Numbers



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

ARTICLE 4 
SATISFACTION AND DISCHARGE 

	4.1 	
      Satisfaction and Discharge of
  Indenture



Unless otherwise provided as contemplated by Section 3.1 with
respect to any series of Securities, this Indenture shall upon Company Request
cease to be of further effect with respect to any series of Securities specified
in such Company Request (except as to any surviving rights of registration of
transfer or exchange of Securities of such series expressly provided for herein
or pursuant hereto and any right to receive Additional Amounts as contemplated
by Section 10.5) and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture as
to such series when: 

	 	(a) 	
      either:

	 	 	 	 	 
	 		(i) 	
      all Securities of such series theretofore authenticated
      and delivered (other than:

	 	 	 	 	 
	 			(A) 	
      Securities of such series which have been destroyed, lost
      or stolen and which have been replaced or paid as provided in Section 3.6;
      and

	 	 	 	 	 
	 			(B) 	
      Securities of such series for whose payment money has
      theretofore been deposited in trust with the Trustee or any Paying Agent
      or segregated and held in trust by the Company and thereafter repaid to
      the Company or discharged from such trust, as provided in Section
      10.3),

	 	 	 	 	 
	 				
      have been delivered to the Trustee for cancellation;
      or

	 	 	 	 	 
	 		(ii) 	
      all Securities of such series not theretofore delivered
      to the Trustee for cancellation:

	 	 	 	 	 
	 			(A) 	
      have become due and payable; or

	 	 	 	 	 
	 			(B) 	
      shall become due and payable at their Stated Maturity
      within one year; or

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



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




- 25 - 

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

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



Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under Section 6.6, the
obligations of the Trustee to any Authenticating Agent under Section 6.11 and,
if money shall have been deposited with the Trustee pursuant to sub-clause
4.1(a)(ii) of this Section, the obligations of the Trustee under Section 4.2 and
the last paragraph of Section 10.3 shall survive such satisfaction and
discharge. 

	4.2 	
      Application of Trust Money



Subject to the provisions of the last paragraph of Section
10.3, all money deposited with the Trustee pursuant to Section 4.1 shall be held
in trust and applied by it, in accordance with the provisions of the Securities
and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest, if any, for whose payment such money has been deposited with
the Trustee; but such money need not be segregated from other funds except to
the extent required by law. 

ARTICLE 5 
REMEDIES 

	5.1 	
      Events of Default



“Event of Default”, wherever used herein with respect to
Securities of any series, means any one of the following events (whatever the
reason for such Event of Default, whether or not it shall be occasioned by the
provisions of Article 15, and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body), unless such event is specifically deleted or modified in or pursuant to a
supplemental indenture, Board Resolution or Officers’ Certificate establishing
the terms of such series pursuant to Section 3.1 of this Indenture: 

	 	(a) 	
      default in the payment of any interest on any Security of
      that series when such interest becomes due and payable, and continuance of
      such default for a period specified in the applicable supplemental
      indenture, Board Resolution or Officers’ Certificate establishing the
      terms of such series pursuant to Section 3.1 of this Indenture;
  or

	 	 	 
	 	(b) 	
      default in the payment of the principal of (or premium,
      if any, on) any Security of that series at its Maturity, upon redemption,
      by declaration or otherwise; provided, however, that a valid extension of
      the maturity of such Securities in accordance with the terms of any
      indenture supplemental hereto shall not constitute a default in the
      payment of principal or premium, if any; or

	 	 	 
	 	(c) 	
      default in the deposit of any sinking fund payment, when
      and as due by the terms of the Securities of that series and Article 12;
      or

	 	 	 
	 	(d) 	
      default in the performance, or breach, of any covenant or
      agreement of the Company in this Indenture which affects or is applicable
      to the Securities of that series (other than a default in the performance,
      or breach, of a covenant or agreement which is specifically dealt with
      elsewhere in this Section or which has expressly been included in this
      Indenture solely for the benefit of one or more series of Securities other
      than that series), and continuance of such default or breach for a period
      specified in the applicable supplemental indenture, Board Resolution or
      Officers’ Certificate establishing the terms of such series pursuant to
      Section 3.1 of this Indenture after there has been given, by registered or
      certified mail, to the Company by the Trustee or to the Company and the
      Trustee by the Holders of at least 25% in principal amount of all
      Outstanding Securities of that series a written notice specifying such
      default or breach and requiring it to be remedied and stating that such
      notice is a “Notice of Default” hereunder;
or







- 26 - 

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

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

	 	 	 	 
	 	(g) 	
      (i) 
	
      there shall have occurred a default by the Company in the
      payment of the principal of (or premium, if any) Debt in an amount to be
      specified in the applicable supplemental indenture, Board Resolution or
      Officers’ Certificate establishing the terms of such series pursuant to
      Section 3.1 of this Indenture or more outstanding under or evidenced by
      any single indenture or instrument, when the same becomes due and payable
      at the stated maturity thereof, and such default shall have continued
      after any applicable grace period and shall not have been cured or waived;
      or

	 	 	 	 
	 		
      (ii) 
	
      Debt of the Company in an amount to be specified in the
      applicable supplemental indenture, Board Resolution or Officers’
      Certificate establishing the terms of such series pursuant to Section 3.1
      of this Indenture or more outstanding under or evidenced by any single
      indenture or instrument shall have been accelerated or otherwise declared
      due and payable, or required to be prepaid or repurchased (other than by
      regularly scheduled required prepayment), prior to the stated maturity
      thereof; or

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




	5.2 	
      Acceleration of Maturity; Rescission and
      Annulment



If an Event of Default described in clause (a), (b), (c), (d),
(g) or (h) of Section 5.1 with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of that series may declare the principal amount (or, if the Securities of that
series are Original Issue Discount Securities or Indexed Securities, such
portion of the principal amount as may be specified in the terms of that series)
of all of the Securities of that series to be due and payable immediately, by a
notice in writing to the Company (and to the Trustee if given by Holders), and
upon any such declaration such principal amount (or specified portion thereof)
shall become immediately due and payable. If an Event of Default described in
clause (e) or (f) of Section 5.1 occurs, the principal amount (or if any
Securities are Original Issue Discount Securities or Indexed Securities, such
portion of the principal amount as may be specified in the terms thereof) of all
Outstanding Securities shall be due and payable immediately, without any
declaration or other act on the part of the Trustee or the Holders. 

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




- 27 - 

	 	(a) 	
      the Company has paid or deposited with the Trustee a sum
      sufficient to pay in the Currency in which the Securities of such series
      are payable:

	 	 	 	 
	 		(i) 	
      all overdue interest, if any, on all Outstanding
      Securities of that series (or of all series, as the case may
be);

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

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

	 	 	 	 
	 		(iv) 	
      all sums paid or advanced by the Trustee hereunder and
      the reasonable compensation, expenses, disbursements and advances of the
      Trustee, its agents and counsel; and

	 	 	 	 
	 	(b) 	
      all Events of Default with respect to Securities of that
      series (or of all series, as the case may be), other than the non-payment
      of amounts of principal of (or premium, if any, on) or interest on
      Securities of that series (or of all series, as the case may be) which
      have become due solely by such declaration of acceleration, have been
      cured or waived as provided in Section 5.13.



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

Notwithstanding the preceding paragraph, in the event of a
declaration of acceleration in respect of the Securities because of an Event of
Default specified in Section 5.1(g) shall have occurred and be continuing, such
declaration of acceleration shall be automatically annulled if the Debt that is
the subject of such Event of Default has been discharged or the holders thereof
have rescinded their declaration of acceleration in respect of such Debt, and
written notice of such discharge or rescission, as the case may be, shall have
been given to the Trustee by the Company and countersigned by the holders of
such Debt or a trustee, fiduciary or agent for such holders, within 30 days
after such declaration of acceleration in respect of the Securities, and no
other Event of Default has occurred during such 30 day period which has not been
cured or waived during such period. 

	5.3 	
      Collection of Debt and Suits for Enforcement by
      Trustee



The Company covenants that if: 

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

	 	 	 
	 	(b) 	
      default is made in the payment of the principal of (or
      premium, if any, on) any Security at the Maturity thereof, then the
      Company shall, upon demand of the Trustee, pay to the Trustee for the
      benefit of the Holders of such Securities, the whole amount then due and
      payable on such Securities for principal (and premium, if any) and
      interest, if any, and interest on any overdue principal (and premium, if
      any) and, to the extent that payment of such interest shall be legally
      enforceable, on any overdue interest, at the rate or rates prescribed
      therefor in such Securities, and, in addition thereto, such further amount
      as shall be sufficient to cover the costs and expenses of collection,
      including the reasonable compensation, expenses, disbursements and
      advances of the Trustee, its agents and counsel.



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




- 28 - 

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


	5.4 	
      Trustee May File Proofs of
Claim



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

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

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



and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee and, in the event
that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 6.6. 

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

	5.5 	
      Trustee May Enforce Claims Without Possession of
      Securities



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

	5.6 	
      Application of Money
Collected



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

	 	(a) 	
      First: To the payment of all amounts due the
      Trustee under Section 6.6;







- 29 - 

	 	(b) 	
      Second: Subject to Section 15.2, to the payment of
      the amounts then due and unpaid for principal of (and premium, if any) and
      interest, if any, 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 premium, if any) and interest, if any,
      respectively; and

	 	 	 
	 	(c) 	
      Third: The balance, if any, to the Company or any
      other Person or Persons entitled thereto.




	5.7 	
      Limitation on Suits



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

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

	 	 	 
	 	(b) 	
      the Holders of not less than 25% in principal amount of
      the Outstanding Securities of that series in the case of any Event of
      Default described in clause (a), (b), (c), (d), (g) or (h) of Section 5.1,
      or, in the case of any Event of Default described in clause (e) or (f) of
      Section 5.1, the Holders of not less than 25% in principal amount of all
      Outstanding Securities, shall have made written request to the Trustee to
      institute proceedings in respect of such Event of Default in its own name
      as Trustee hereunder;

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

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

	 	 	 
	 	(e) 	
      no direction inconsistent with such written request has
      been given to the Trustee during such 60-day period by the Holders of a
      majority or more in principal amount of the Outstanding Securities of that
      series in the case of any Event of Default described in clause (a), (b),
      (c), (d), (g) or (h) of Section 5.1, or, in the case of any Event of
      Default described in clause (e) or (f) of Section 5.1, by the Holders of a
      majority or more in principal amount of all Outstanding
  Securities;



it being understood and intended that no one or more of such
Holders shall have any right in any manner whatever by virtue of, or by availing
of, any provision of this Indenture to affect, disturb or prejudice the rights
of any other Holders of Securities of the same series, in the case of any Event
of Default, described in clause (a), (b), (c), (d), (g) or (h) of Section 5.1,
or of Holders of all Securities in the case of any Event of Default described in
clause (e) or (f) of Section 5.1, or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all Holders of Securities of the same series, in the case of any
Event of Default described in clause (a), (b), (c), (d), (g) or (h) of Section
5.1, or, in the case of any Event of Default described in clause (e) or (f) of
Section 5.1. 

	5.8 	
      Unconditional Right of Holders to Receive Principal,
      Premium and Interest



Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment, as provided herein (including, if applicable,
Article 14) and in such Security, of the principal of (and premium, if any) and
(subject to Section 3.7) interest, if any, on, such Security on the Stated
Maturity expressed in such Security or, in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such Holder. 

	5.9 	
      Restoration of Rights and
  Remedies



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





- 30 - 

	5.10 	
      Rights and Remedies
Cumulative



Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities in the last paragraph
of Section 3.6, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders of Securities is intended to be exclusive of any other
right or remedy, and every right and remedy shall, to the extent permitted by
law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy. 

	5.11 	
      Delay or Omission Not
Waiver



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

	5.12 	
      Control by Holders



With respect to the Securities of any series, the Holders of
not less than a majority in principal amount of the Outstanding Securities of
such series shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee, relating to or arising under clause
(a), (b), (c), (d), (g) or (h) of Section 5.1, and, with respect to all
Securities, the Holders of not less than a majority in principal amount of all
Outstanding Securities shall have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, not relating to or
arising under clause (a), (b), (c), (d), (g) or (h) of Section 5.1, provided
that in each case: 

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

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

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




	5.13 	
      Waiver of Past Defaults



Subject to Section 5.2, the Holders of not less than a majority
in principal amount of the Outstanding Securities of any series may on behalf of
the Holders of all the Securities of such series waive any past default
described in clause (a), (b), (c), (d), (g) or (h) of Section 5.1 (or in the
case of a default described in clause (e) or (f) of Section 5.1, the Holders of
not less than a majority in principal amount of all Outstanding Securities may
waive any such past default), and its consequences, except a default: 

	 	(a) 	
      in respect of the payment of the principal of (or
      premium, if any) or interest, if any, on any Security; or

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







- 31 - 

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

	5.14 	
      Waiver of Stay or Extension
Laws



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


	5.15 	
      Undertaking for Costs



In any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, a court may require any party litigant in
such suit to file an undertaking to pay the costs of such suit, and may assess
costs against any such party litigant, in the manner and to the extent provided
in the Trust Indenture Act; provided, that neither this Section nor the
Trust Indenture Act shall be deemed to authorize any court to require
such an undertaking or to make such an assessment in any suit instituted by the
Company. 

ARTICLE 6 
THE TRUSTEE 

	6.1 	
      Notice of Defaults



Within 90 days after the occurrence of any Default hereunder
with respect to the Securities of any series, the Trustee shall transmit in the
manner and to the extent provided in TIA Section 313(c), notice of such Default
hereunder known to the Trustee, unless such Default shall have been cured or
waived; provided, however, that, except in the case of a Default in the payment
of the principal of (or premium, if any) or interest, if any, on any Security of
such series or in the payment of any sinking fund installment with respect to
Securities of such series, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee or a
trust committee of directors and/or Responsible Officers of the Trustee in good
faith determine that the withholding of such notice is in the interest of the
Holders of Securities of such series; and provided further that in the case of
any Default of the character specified in Section 5.1(d) with respect to
Securities of such series, no such notice to Holders shall be given until at
least 30 days after the occurrence thereof. 

	6.2 	
      Certain Rights of Trustee



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

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

	 	 	 
	 	(b) 	
      any request or direction of the Company mentioned herein
      shall be sufficiently evidenced by a Company Request or Company Order
      (other than delivery of any Security, to the Trustee for authentication
      and delivery pursuant to Section 3.3 which shall be sufficiently evidenced
      as provided therein) and any resolution of the Board of Directors may be
      sufficiently evidenced by a Board Resolution;

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







- 32 - 

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

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

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

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

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

	 	 	 	 
	 	(i) 	
      the Trustee shall not be charged with knowledge of any
      Default or Event of Default with respect to the Securities of any series
      unless either:

	 	 	 	 
	 		(i) 	
      such Default or Event of Default is known, or ought
      reasonably to have been known, by a Responsible Officer of the Trustee;
      or

	 	 	 	 
	 		(ii) 	
      written notice of such Default or Event of Default shall
      have been given to the Trustee by the Company or any other obligor on the
      Securities of any series or by any Holder of the Securities of any
      series.



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

	6.3 	
      Trustee Not Responsible for Recitals or Issuance of
      Securities



The recitals contained herein and in the Securities, except for
the Trustee’s certificates of authentication, shall be taken as the statements
of the Company, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities, except that
the Trustee represents that it is duly authorized to execute and deliver this
Indenture, authenticate the Securities and perform its obligations hereunder and
that the statements made by it in a Statement of Eligibility on Form T-1
supplied to the Company are true and accurate, subject to the qualifications set
forth therein. Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Company of Securities or the
proceeds thereof. 

	6.4 	
      May Hold Securities



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




- 33 - 

	6.5 	
      Money Held in Trust



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

	6.6 	
      Compensation and
Reimbursement



The Company agrees: 

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

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

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



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

When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in clause (e) or (f) of Section
5.1, the expenses (including reasonable charges and expense of its counsel) of
and the compensation for such services are intended to constitute expenses of
administration under any applicable U.S. or Canadian federal, state or
provincial bankruptcy, insolvency or other similar law. 

The provisions of this Section shall survive the termination of
this Indenture and the resignation or removal of the Trustee. 

	6.7 	
      Corporate Trustee Required; Eligibility; Conflicting
      Interests

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







- 34 - 

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




	6.8 	
      Resignation and Removal; Appointment of
      Successor

	 	 	 
		(a) 	
      No resignation or removal of the Trustee and no
      appointment of a successor Trustee pursuant to this Article shall become
      effective until the acceptance of appointment by the successor Trustee in
      accordance with the applicable requirements of Section 6.9.

	 	 	 
		(b) 	
      The Trustee may resign at any time with respect to the
      Securities of one or more series by giving written notice thereof to the
      Company. If the instrument of acceptance by a successor Trustee required
      by Section 6.9 shall not have been delivered to the Trustee within 30 days
      after the giving of such notice of resignation, the resigning Trustee may
      petition any court of competent jurisdiction for the appointment of a
      successor Trustee with respect to the Securities of such series.

	 	 	 
		(c) 	
      The Trustee may be removed at any time with respect to
      the Securities of any series by Act of the Holders of not less than a
      majority in principal amount of the Outstanding Securities of such series,
      delivered to the Trustee and to the Company. If the instrument of
      acceptance by a successor Trustee required by Section 6.9 shall not have
      been delivered to the Trustee within 30 days after the delivery of an Act
      of removal, the Trustee being removed may petition any court of competent
      jurisdiction for the appointment of a successor Trustee with respect to
      the Securities of such series.

	 	 	 
		(d) 	
      If at any time:




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

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

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



then, in any such case: 

	 	(i) 	
      the Company, by or pursuant to a Board Resolution, may
      remove the Trustee and appoint a successor Trustee with respect to all
      Securities or the Securities of such series; or

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




	 	(e) 	
      If the Trustee shall resign, be removed or become
      incapable of acting, or if a vacancy shall occur in the office of Trustee
      for any cause, with respect to the Securities of one or more series, the
      Company, by or pursuant to a Board Resolution, shall promptly appoint a
      successor Trustee or Trustees with respect to the Securities of that or
      those series (it being understood that any such successor Trustee may be
      appointed with respect to the Securities of one or more or all of such
      series and that at any time there shall be only one Trustee with respect
      to the Securities of any particular series). If, within one year after
      such resignation, removal or incapability, or the occurrence of such
      vacancy, a successor Trustee with respect to the Securities of any series
      shall be appointed by Act of the Holders of a majority in principal amount
      of the Outstanding Securities of such series delivered to the Company and
      the retiring Trustee, the successor Trustee so appointed shall, forthwith
      upon its acceptance of such appointment, become the successor Trustee with
      respect to the Securities of such series and to that extent supersede the
      successor Trustee appointed by the Company. If no successor Trustee with
      respect to the Securities of any series shall have been so appointed by
      the Company or the Holders and accepted appointment in the manner
      hereinafter provided, any Holder who has been a bona fide Holder of a
      Security of such series for at least six months may, on behalf of himself
      and all others similarly situated, petition any court of competent
      jurisdiction for the appointment of a successor Trustee with respect to
      the Securities of such series.







- 35 - 

	 	 	 
	 	(f) 	
      The Company shall give notice of each resignation and
      each removal of the Trustee with respect to the Securities of any series
      and each appointment of a successor Trustee with respect to the Securities
      of any series to the Holders of Securities of such series in the manner
      provided for in Section 1.6. Each notice shall include the name of the
      successor Trustee with respect to the Securities of such series and the
      address of its Corporate Trust Office.




	6.9 	
      Acceptance of Appointment by Successor

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

	 	 	 	 
		(b) 	
      In case of the appointment hereunder of a successor
      Trustee with respect to the Securities of one or more (but not all)
      series, the Company, the retiring Trustee and each successor Trustee with
      respect to the Securities of one or more series shall execute and deliver
      an indenture supplemental hereto wherein each successor Trustee shall
      accept such appointment and which:

	 	 	 	 
			(i) 	
      shall contain such provisions as shall be necessary or
      desirable to transfer and confirm to, and to vest in, each successor
      Trustee all the rights, powers, trusts and duties of the retiring Trustee
      with respect to the Securities of that or those series to which the
      appointment of such successor Trustee relates;

	 	 	 	 
			(ii) 	
      if the retiring Trustee is not retiring with respect to
      all Securities, shall contain such provisions as shall be deemed necessary
      or desirable to confirm that all the rights, powers, trusts and duties of
      the retiring Trustee with respect to the Securities of that or those
      series as to which the retiring Trustee is not retiring shall continue to
      be vested in the retiring Trustee; and

	 	 	 	 
			(iii) 	
      shall add to or change any of the provisions of this
      Indenture as shall be necessary to provide for or facilitate the
      administration of the trusts hereunder by more than one
  Trustee,



it being understood that nothing
herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust and that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and upon the execution and delivery of
such supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates. Whenever there is a successor Trustee with
respect to one or more (but less than all) series of securities issued pursuant
to this Indenture, the terms “Indenture” and “Securities” shall
have the meanings specified in the provisos to the respective definitions of
those terms in Section 1.1 which contemplate such situation.




- 36 - 

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

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




	6.10 	
      Merger, Conversion, Consolidation or Succession to
      Business



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

	6.11 	
      Appointment of Authenticating
  Agent



At any time when any of the Securities remain Outstanding, the
Trustee may appoint an Authenticating Agent or Authenticating Agents with
respect to one or more series of Securities which shall be authorized to act on
behalf of the Trustee to authenticate Securities of such series and the Trustee
shall give written notice of such appointment to all Holders of Securities of
the series with respect to which such Authenticating Agent shall serve, in the
manner provided for in Section 1.6. Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder. Any such appointment
shall be evidenced by an instrument in writing signed by a Responsible Officer
of the Trustee, and a copy of such instrument shall be promptly furnished to the
Company. Wherever reference is made in this Indenture to the authentication and
delivery of Securities by the Trustee or the Trustee’s certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Company and shall at all
times be a corporation organized and doing business under the laws of the •,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or
examination by federal or state authority. If such corporation publishes reports
of condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time an Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section, it shall resign immediately
in the manner and with the effect specified in this Section. 

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





- 37 - 

An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and to the Company. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give written notice of
such appointment to all Holders of Securities of the series with respect to
which such Authenticating Agent shall serve, in the manner provided for in
Section 1.6. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section. 

The Company agrees to pay to each Authenticating Agent from
time to time reasonable compensation for its services under this Section. 

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


Dated: _____________________


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

	 	 
	 	as Trustee 
	 	 	  
	 	 	  
	 	By: 	
	 	 	as Authenticating Agent 
	 	 	  
	 	By: 	
	 	 	as Authorized Officer 


ARTICLE 7 
HOLDERS’ LISTS AND REPORTS BY TRUSTEE
AND COMPANY 

	7.1 	
      Disclosure of Names and Addresses of
  Holders



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

	7.2 	
      Reports by Trustee

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

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

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







- 38 - 

	7.3 	
      Reports by Company



The Company shall: 

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

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

	 	 	 
	 	(c) 	
      transmit to all Holders, in the manner and to the extent
      provided in TIA Section 313(c), within 30 days after the filing thereof
      with the Trustee, such summaries of any information, documents and reports
      required to be filed by the Company pursuant to clauses (a) and (b) of
      this Section as may be required by rules and regulations prescribed from
      time to time by the Commission.



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

ARTICLE 8 
CONSOLIDATION, MERGER, CONVEYANCE,
TRANSFER OR LEASE 

	8.1 	
      Company May Consolidate, etc., Only on Certain
      Terms



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

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

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

	 	 	 	 	 
	 			(A) 	
      Canada or any province or territory thereof;

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

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







- 39 - 

	 		(ii) 	
      expressly assume, by an indenture supplemental hereto,
      executed and delivered to the Trustee, in form satisfactory to the
      Trustee, or assume by operation of law, the Company’s obligation for the
      due and punctual payment of the principal of (and premium, if any) and
      interest, if any, on all the Securities and the performance and observance
      of every covenant of this Indenture on the part of the Company to be
      performed or observed;

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

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



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

	8.2 	
      Successor Person
Substituted



Upon any consolidation, amalgamation or arrangement by the
Company with or merger by the Company into any other corporation or any
conveyance, transfer or lease all or substantially all of the properties and
assets of the Company substantially as an entirety to any Person in accordance
with Section 8.1, the successor Person formed by such consolidation,
amalgamation or arrangement or into which the Company is merged or to which such
conveyance, transfer or lease is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Company under this Indenture with
the same effect as if such successor Person had been named as the Company
herein, and in the event of any such conveyance or transfer, the Company (which
term shall for this purpose mean the Person named as the “Company” in the first
paragraph of this Indenture or any successor Person which shall theretofore
become such in the manner described in Section 8.1), except in the case of a
lease, shall be discharged of all obligations and covenants under this Indenture
and the Securities and may be dissolved and liquidated. 

ARTICLE 9 
SUPPLEMENTAL INDENTURES 

	9.1 	
      Supplemental Indentures Without Consent of
      Holders



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


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

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

	 	 	 
	 	(c) 	
      to add any additional Events of Default (and if such
      Events of Default are to be for the benefit of less than all series of
      Securities, stating that such Events of Default are being included solely
      for the benefit of such series); provided, however, that in respect of any
      such additional Events of Default such supplemental indenture may provide
      for a particular period of grace after default (which period may be
      shorter or longer than that allowed in the case of other defaults) or may
      provide for an immediate enforcement upon such default or may limit the
      remedies available to the Trustee upon such default or may limit the right
      of the Holders of a majority in aggregate principal amount of that or
      those series of Securities to which such additional Events of Default
      apply to waive such default; or







- 40 - 

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

	 	 	 
	 	(e) 	
      to establish the form or terms of Securities of any
      series as permitted by Sections 2.1 and 3.1; or

	 	 	 
	 	(f) 	
      to evidence and provide for the acceptance of appointment
      hereunder by a successor Trustee with respect to the Securities of one or
      more series and to add to or change any of the provisions of this
      Indenture as shall be necessary to provide for or facilitate the
      administration of the trusts hereunder by more than one Trustee, pursuant
      to the requirements of Section 6.9(b); or

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

	 	 	 
	 	(h) 	
      to add to, delete from or revise the conditions,
      limitations and restrictions on the authorized amount, terms, purposes of
      issue, authentication and delivery of Securities, as herein set forth;
      or

	 	 	 
	 	(i) 	
      to supplement any of the provisions of this Indenture to
      such extent as shall be necessary to permit or facilitate the defeasance
      and discharge of any series of Securities pursuant to Sections 4.1, 14.2
      and 14.3; provided that any such action shall not, in the opinion of the
      Board of Directors, adversely affect the interests of the Holders of
      Securities of such series or any other series of Securities in any
      material respect; or

	 	 	 
	 	(j) 	
      to make any change that does not adversely affect the
      interests of the Holders of Securities of such series or any other series
      of Securities in any material respect.




	9.2 	
      Supplemental Indentures with Consent of
    Holders



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

	 	(a) 	
      change the Stated Maturity of the principal of (or
      premium, if any) or any installment of principal of or interest on any
      Security of such series, or reduce the principal amount thereof (or
      premium, if any) or the rate of interest, if any, thereon, or change any
      obligation of the Company to pay Additional Amounts contemplated by
      Section 10.5 (except as contemplated by Section 8.1(a) and permitted by
      Section 9.1(a)), or reduce the amount of the principal of an Original
      Issue Discount Security or Indexed Security of such series that would be
      due and payable upon a declaration of acceleration of the Maturity thereof
      pursuant to Section 5.2 or the amount thereof provable in bankruptcy
      pursuant to Section 5.4, or adversely affect any right of repayment at the
      option of any Holder of any Security of such series, or change any Place
      of Payment where, or the Currency in which, any Security of such series or
      any premium or interest thereon is payable, or impair the right to
      institute suit for the enforcement of any such payment on or after the
      Stated Maturity thereof (or, in the case of redemption or repayment at the
      option of the Holder, on or after the Redemption Date or the Repayment
      Date, as the case may be), or adversely affect any right to convert or
      exchange any Security as may be provided pursuant to Section 3.1 herein;
      or







- 41 - 

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

	 	 	 
	 	(c) 	
      modify any of the provisions of this Section, Section
      5.13 or Section 10.7, except to increase any such percentage or to provide
      that certain other provisions of this Indenture which affect such series
      cannot be modified or waived without the consent of the Holder of each
      Outstanding Security of such series; or

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



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


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

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

	9.3 	
      Execution of Supplemental
  Indentures



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

	9.4 	
      Effect of Supplemental
Indentures



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

	9.5 	
      Conformity with Trust Indenture
      Act



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




- 42 - 

	9.6 	
      Reference in Securities to Supplemental
      Indentures



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

	9.7 	
      Notice of Supplemental
Indentures



Promptly after the execution by the Company and the Trustee of
any supplemental indenture pursuant to the provisions of Section 9.2, the
Company shall give notice thereof to the Holders of each Outstanding Security
affected, in the manner provided for in Section 1.6, setting forth in general
terms the substance of such supplemental indenture. 

	9.8 	
      Effect on Senior
Indebtedness



No supplemental indenture shall adversely affect the rights of
any holder of Senior Indebtedness under Article 15 without the consent of such
holder. 

ARTICLE 10 
COVENANTS 

	10.1 	
      Payment of Principal, Premium, if any, and
      Interest



The Company covenants and agrees for the benefit of the Holders
of each series of Securities that it shall duly and punctually pay the principal
of (and premium, if any) and interest, if any, on the Securities of that series
in accordance with the terms of the Securities and this Indenture. 

	10.2 	
      Maintenance of Office or
Agency



The Company shall maintain in each Place of Payment for any
series of Securities an office or agency where Securities of that series may be
presented or surrendered for payment, where Securities of that series may be
surrendered for registration of transfer or exchange, where Securities of that
series that are convertible or exchangeable may be surrendered for conversion or
exchange, as applicable and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served. 

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

The Company may also from time to time designate one or more
other offices or agencies where the Securities of one or more series may be
presented or surrendered for any or all such purposes and may from time to time
rescind any such designation; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in accordance with the requirements
set forth above for Securities of any series for such purposes. The Company
shall give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or agency.
Unless otherwise specified with respect to any Securities as contemplated by
Section 3.1 with respect to a series of Securities, the Company hereby
designates as a Place of Payment for each series of Securities the office or
agency of the Company in the •, and initially appoints the Trustee at its
Corporate Trust Office as Paying Agent in such city and as its agent to receive
all such presentations, surrenders, notices and demands. 




- 43 - 

	10.3 	
      Money for Securities Payments to Be Held in
      Trust



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

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

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

	 	(a) 	
      hold all sums held by it for the payment of the principal
      of (and premium, if any) and interest, if any, on Securities of such
      series in trust for the benefit of the Persons entitled thereto until such
      sums shall be paid to such Persons or otherwise disposed of as herein
      provided;

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

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



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

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

	10.4 	
      Statement as to Compliance



The Company shall deliver to the Trustee, within 120 days after
the end of each fiscal year, a brief certificate from the principal executive
officer(s), principal financial officer(s) or principal accounting officer(s) as
to his or her knowledge of the Company’s compliance with all conditions and
covenants under this Indenture. For purposes of this Section 10.4, such
compliance shall be determined without regard to any period of grace or
requirement of notice under this Indenture. 




- 44 - 

	10.5 	
      Additional Amounts



If the Securities of a series provide for the payment of
Additional Amounts, the Company shall pay to the Holder of a Security of such
series Additional Amounts as may be specified as contemplated by Section 3.1.
Whenever in this Indenture there is mentioned, in any context, the payment of
the principal of (or premium, if any) or interest, if any, on any Security of
any series or the net proceeds received on the sale or exchange of any Security
of any series, such mention shall be deemed to include mention of the payment of
Additional Amounts provided by the terms of such series established pursuant to
Section 3.1 to the extent that, in such context, Additional Amounts are, were or
would be payable in respect thereof pursuant to such terms and express mention
of the payment of Additional Amounts (if applicable) in any provisions hereof
shall not be construed as excluding Additional Amounts in those provisions
hereof where such express mention is not made. 

Except as otherwise specified as contemplated by Section 3.1,
if the Securities of a series provide for the payment of Additional Amounts, at
least 10 days prior to the first Interest Payment Date with respect to that
series of Securities (or if the Securities of that series shall not bear
interest prior to Maturity, the first day on which a payment of principal and
any premium is made), and at least 10 days prior to each date of payment of
principal, premium or interest if there has been any change with respect to the
matters set forth in the below-mentioned Officers’ Certificate, the Company
shall furnish the Trustee and the Company’s principal Paying Agent or Paying
Agents, if other than the Trustee, with an Officers’ Certificate instructing the
Trustee and such Paying Agent or Paying Agents whether such payment of
principal, premium or interest on the Securities of that series shall be made to
Holders of Securities of that series without withholding for or on account of
any tax, assessment or other governmental charge described in the Securities of
the series. If any such withholding shall be required, then such Officers’
Certificate shall specify by country the amount, if any, required to be withheld
on such payments to such Holders of Securities of that series and the Company
shall pay to the Trustee or such Paying Agent the Additional Amounts required by
the terms of such Securities. In the event that the Trustee or any Paying Agent,
as the case may be, shall not so receive the above-mentioned certificate, then
the Trustee or such Paying Agent shall be entitled: 

	 	(a) 	
      to assume that no such withholding or deduction is
      required with respect to any payment of principal or interest with respect
      to any Securities of a series until it shall have received a certificate
      advising otherwise; and

	 	 	 
	 	(b) 	
      to make all payments of principal and interest with
      respect to the Securities of a series without withholding or deductions
      until otherwise advised.



The Company covenants to indemnify the Trustee and any Paying
Agent for, and to hold them harmless against, any loss, liability or expense
reasonably incurred without negligence or bad faith on their part arising out of
or in connection with actions taken or omitted by any of them in reliance on any
Officers’ Certificate furnished pursuant to this Section or in reliance on the
Company’s not furnishing such an Officers’ Certificate. 

	10.6 	
      Corporate Existence



Subject to Article 8, the Company will do or cause to be done
all things necessary to preserve and keep in full force and effect its corporate
existence and the rights (charter and statutory) and franchises of the Company;
provided, however, that the Company shall not be required to
preserve any such right or franchise if the Company shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and its subsidiaries as a whole. 

	10.7 	
      Waiver of Certain
Covenants



The Company may, with respect to any series of Securities, omit
in any particular instance to comply with any term, provision or condition which
affects such series set forth in Section 10.6 or, as specified pursuant to
Section 3.1(n) for Securities of such series, in any covenants of the Company
added to Article 10 pursuant to Section 3.1(n) or Section 3.1(o) in connection
with Securities of such series, if before the time for such compliance the
Holders of at least a majority in principal amount of all Outstanding Securities
of any series, by Act of such Holders, waive such compliance in such instance
with such term, provision or condition, but no such waiver shall extend to or
affect such term, provision or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the
Company and the duties of the Trustee to Holders of Securities of such series in
respect of any such term, provision or condition shall remain in full force and
effect. 




- 45 - 

	10.8 	
      Calculation of Original Issue
  Discount



If any Securities are Original Issue Discount Securities, then
the Company shall file with the Trustee promptly at the end of each calendar
year: 

	 	(a) 	
      a written notice specifying the amount of original issue
      discount (including daily rates and accrual periods) accrued on
      Outstanding Securities as of the end of such year; and

	 	 	 
	 	(b) 	
      such other specified information relating to such
      original issue discount as may then be relevant under the Internal Revenue
      Code of 1986, as amended from time to time.



ARTICLE 11 
REDEMPTION OF SECURITIES 

	11.1 	
      Applicability of Article



Securities of any series which are redeemable before their
Stated Maturity shall be redeemable in accordance with the terms of such
Securities and (except as otherwise specified as contemplated by Section 3.1 for
Securities of any series) in accordance with this Article. 

	11.2 	
      Election to Redeem; Notice to
  Trustee



The election of the Company to redeem any Securities shall be
evidenced by or pursuant to a Board Resolution. In case of any redemption at the
election of the Company, the Company shall, at least 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Securities of such series to be redeemed and shall
deliver to the Trustee such documentation and records as shall enable the
Trustee to select the Securities to be redeemed pursuant to Section 11.3. In the
case of any redemption of Securities prior to the expiration of any restriction
on such redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers’ Certificate
evidencing compliance with such restriction. 

	11.3 	
      Selection by Trustee of Securities to Be
      Redeemed



If less than all the Securities of any series are to be
redeemed, the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions of the principal of Securities of such
series; provided, however, that no such partial redemption shall
reduce the portion of the principal amount of a Security not redeemed to less
than the minimum authorized denomination for Securities of such series
established pursuant to Section 3.1. 

The Trustee shall promptly notify the Company and the Security
Registrar (if other than itself) in writing of the Securities selected for
redemption and, in the case of any Securities selected for partial redemption,
the principal amount thereof to be redeemed. 

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

	11.4 	
      Notice of Redemption



Except as otherwise specified as contemplated by Section 3.1,
notice of redemption shall be given in the manner provided for in Section 1.6
not less than 30 nor more than 60 days prior to the Redemption Date, to each
Holder of Securities to be redeemed. Failure to give notice in the manner
provided in Section 1.6 to the Holder of any Securities designated for
redemption as a whole or in part, or any defect in the notice to any such
Holder, shall not affect the validity of the proceedings for the redemption of
any other Securities or portion thereof. 




- 46 - 

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

All notices of redemption shall state: 

	 	(a) 	
      the Redemption Date;

	 	 	 
	 	(b) 	
      the Redemption Price and the amount of accrued interest
      to the Redemption Date payable as provided in Section 11.6, if
  any;

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

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

	 	 	 
	 	(e) 	
      that on the Redemption Date, the Redemption Price and
      accrued interest, if any, to the Redemption Date payable as provided in
      Section 11.6 shall become due and payable upon each such Security, or the
      portion thereof, to be redeemed and, if applicable, that interest thereon
      shall cease to accrue on and after said date;

	 	 	 
	 	(f) 	
      the Place or Places of Payment where such Securities, if
      any, maturing after the Redemption Date, are to be surrendered for payment
      of the Redemption Price and accrued interest, if any; and

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



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

	11.5 	
      Deposit of Redemption
Price



On or prior to 10:00 a.m., • time, on any Redemption Date, the
Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 10.3) an amount of money in the Currency in which the
Securities of such series are payable sufficient to pay the Redemption Price of,
and accrued interest, if any, on, all the Securities which are to be redeemed on
that date. 

	11.6 	
      Securities Payable on Redemption
  Date



Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified in the Currency in which the
Securities of such series are payable (together with accrued interest, if any,
to the Redemption Date), and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest, if any)
such Securities shall, if the same were interest-bearing, cease to bear
interest. Upon surrender of any such Security for redemption in accordance with
said notice maturing after the Redemption Date, such Security shall be paid by
the Company at the Redemption Price, together with accrued interest, if any, to
the Redemption Date; provided, however, that installments of
interest on Securities whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section
3.7. 

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




- 47 - 

	11.7 	
      Securities Redeemed in
Part



Any Security which is to be redeemed only in part (pursuant to
the provisions of this Article or of Article 12) shall be surrendered at a Place
of Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or such Holder’s
attorney duly authorized in writing), and the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Security without
service charge, a new Security or Securities of the same series, of any
authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered. However, if less than all of the Securities of any
series with differing issue dates, interest rates and stated maturities are to
be redeemed, the Company in its sole discretion shall select the particular
Securities to be redeemed and shall notify the Trustee in writing thereof at
least 45 days prior to the relevant redemption date. 

ARTICLE 12 
SINKING FUNDS 

	12.1 	
      Applicability of Article



Retirements of Securities of any series pursuant to any sinking
fund shall be made in accordance with the terms of such Securities and (except
as otherwise specified as contemplated by Section 3.1 for Securities of any
series) in accordance with this Article. 

The minimum amount of any sinking fund payment provided for by
the terms of Securities of any series is herein referred to as a “mandatory
sinking fund payment”, and any payment in excess of such minimum amount
provided for by the terms of Securities of any series is herein referred to as
an “optional sinking fund payment”. If provided for by the terms of
Securities of any series, the cash amount of any mandatory sinking fund payment
may be subject to reduction as provided in Section 12.2. Each sinking fund
payment shall be applied to the redemption of Securities of any series as
provided for by the terms of Securities of such series. 

	12.2 	
      Satisfaction of Sinking Fund Payments with
      Securities



Subject to Section 12.3, in lieu of making all or any part of
any mandatory sinking fund payment with respect to any Securities of a series in
cash, the Company may at its option: 

	 	(a) 	
      deliver to the Trustee Outstanding Securities of a series
      (other than any previously called for redemption) theretofore purchased or
      otherwise acquired by the Company; and/or

	 	 	 
	 	(b) 	
      receive credit for the principal amount of Securities of
      such series which have been previously delivered to the Trustee by the
      Company or for Securities of such series which have been redeemed either
      at the election of the Company pursuant to the terms of such Securities or
      through the application of permitted optional sinking fund payments
      pursuant to the terms of such Securities,



in each case in satisfaction of all or any part of any
mandatory sinking fund payment with respect to the Securities of the same series
required to be made pursuant to the terms of such Securities as provided for by
the terms of such series; provided, however, that such Securities have not been
previously so credited. Such Securities shall be received and credited for such
purpose by the Trustee at the Redemption Price specified in such Securities for
redemption through operation of the sinking fund and the amount of such
mandatory sinking fund payment shall be reduced accordingly. 

	12.3 	
      Redemption of Securities for Sinking
  Fund



Not less than 60 days prior to each sinking fund payment date
for any series of Securities, the Company shall deliver to the Trustee an
Officers’ Certificate specifying the amount of the next ensuing sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash in the Currency in
which the Securities of such series are payable and the portion thereof, if any,
which is to be satisfied by delivering or crediting Securities of that series
pursuant to Section 12.2 (which Securities shall, if not previously delivered,
accompany such certificate) and whether the Company intends to exercise its
right to make a permitted optional sinking fund payment with respect to such
series. Such certificate shall be irrevocable and upon its delivery the Company
shall be obligated to make the cash payment or payments therein referred to, if
any, on or before the next succeeding sinking fund payment date. In the case of
the failure of the Company to deliver such certificate, the sinking fund payment
due on the next succeeding sinking fund payment date for that series shall be
paid entirely in cash and shall be sufficient to redeem the principal amount of
such Securities subject to a mandatory sinking fund payment without the option
to deliver or credit Securities as provided in Section 12.2 and without the
right to make any optional sinking fund payment, if any, with respect to such
series. 




- 48 - 

Not more than 60 days before each such sinking fund payment
date the Trustee shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 11.3 and cause notice of
the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 11.4. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 11.6 and 11.7. 

Prior to any sinking fund payment date, the Company shall pay
to the Trustee or a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 10.3) in cash a sum
equal to any interest that shall accrue to the date fixed for redemption of
Securities or portions thereof to be redeemed on such sinking fund payment date
pursuant to this Section 12.3. 

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

ARTICLE 13 
REPAYMENT AT OPTION OF HOLDERS 

	13.1 	
      Applicability of Article



Repayment of Securities of any series before their Stated
Maturity at the option of Holders thereof shall be made in accordance with the
terms of such Securities and (except as otherwise specified as contemplated by
Section 3.1 for Securities of any series) in accordance with this Article. 

	13.2 	
      Repayment of Securities



Securities of any series subject to repayment in whole or in
part at the option of the Holders thereof shall, unless otherwise provided in
the terms of such Securities, be repaid at the Repayment Price thereof, together
with interest, if any, thereon accrued to the Repayment Date specified in or
pursuant to the terms of such Securities. The Company covenants that on or
before the Repayment Date it shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 10.3) an amount of money in the Currency in
which the Securities of such series are payable sufficient to pay the Repayment
Price of and (except if the Repayment Date shall be an Interest Payment Date)
accrued interest, if any, on, all the Securities or portions thereof, as the
case may be, to be repaid on such date. 

	13.3 	
      Exercise of Option



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




- 49 - 

	13.4 	
      When Securities Presented for Repayment Become Due and
      Payable



If Securities of any series providing for repayment at the
option of the Holders thereof shall have been surrendered as provided in this
Article and as provided by or pursuant to the terms of such Securities, such
Securities or the portions thereof, as the case may be, to be repaid shall
become due and payable and shall be paid by the Company on the Repayment Date
therein specified, and on and after such Repayment Date (unless the Company
shall default in the payment of such Securities on such Repayment Date) such
Securities shall, if the same were interest-bearing, cease to bear interest.
Upon surrender of any such Security for repayment in accordance with such
provisions maturing after the Repayment Date, the Repayment Price of such
Security so to be repaid shall be paid by the Company, together with accrued
interest, if any, to the Repayment Date; provided, however, that
installments of interest, if any, whose Stated Maturity is on or prior to the
Repayment Date shall be payable to the Holders of such Securities, or one or
more Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section
3.7. 

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


	13.5 	
      Securities Repaid in Part



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

ARTICLE 14 
DEFEASANCE AND COVENANT DEFEASANCE


	14.1 	
      Company’s Option to Effect Defeasance or Covenant
      Defeasance



Except as otherwise specified as contemplated by Section 3.1
for Securities of any series, the provisions of this Article 14 shall apply to
each series of Securities, and the Company may, at its option, effect defeasance
of the Securities of or within a series under Section 14.2, or covenant
defeasance of or within a series under Section 14.3 in accordance with the terms
of such Securities and in accordance with this Article. 

	14.2 	
      Defeasance and Discharge



Upon the Company’s exercise of the above option applicable to
this Section with respect to any Securities of or within a series, the Company
shall be deemed to have been discharged from its obligations with respect to
such Outstanding Securities on the date the conditions set forth in Section 14.4
are satisfied (hereinafter, “defeasance”). For this purpose, such
defeasance means that the Company shall be deemed to have paid and discharged
the entire indebtedness represented by such Outstanding Securities, which shall
thereafter be deemed to be “Outstanding” only for the purposes of Section
14.5 and the other Sections of this Indenture referred to in (a) and (b) below,
and to have satisfied all its other obligations under such Securities and this
Indenture insofar as such Securities are concerned (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the
same), except for the following which shall survive until otherwise terminated
or discharged hereunder: 




- 50 - 

	 	(a) 	
      the rights of Holders of such Outstanding Securities to
      receive, solely from the trust fund described in Section 14.4 and as more
      fully set forth in such Section, payments in respect of the principal of
      (and premium, if any) and interest, if any, on such Securities when such
      payments are due;

	 	 	 
	 	(b) 	
      the Company’s obligations with respect to such Securities
      under Sections 3.4, 3.5, 3.6, 10.2 and 10.3 and with respect to the
      payment of Additional Amounts, if any, on such Securities as contemplated
      by Section 10.5;

	 	 	 
	 	(c) 	
      the rights, powers, trusts, duties and immunities of the
      Trustee hereunder; and

	 	 	 
	 	(d) 	
      this Article 14. Subject to compliance with this Article
      14, the Company may exercise its option under this Section 14.2
      notwithstanding the prior exercise of its option under Section 14.3 with
      respect to such Securities. Money and securities held in trust pursuant to
      this Section 14.2 shall not be subject to Article
15.




	14.3 	
      Covenant Defeasance



Upon the Company’s exercise of the above option applicable to
this Section with respect to any Securities of or within a series, the Company
shall be released from its obligations under Article 8, Section 10.6 and any
covenant specified pursuant to Section 3.1, its obligations under any other
covenant, with respect to such Outstanding Securities on and after the date the
conditions set forth in Section 14.4 are satisfied (hereinafter, “covenant
defeasance”), and such Securities shall thereafter be deemed not to be
“Outstanding” for the purposes of any direction, waiver, consent or
declaration or Act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed
“Outstanding” for all other purposes hereunder. For this purpose, such
covenant defeasance means that, with respect to such Outstanding Securities, the
Company may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such covenant, whether directly
or indirectly, by reason of any reference elsewhere herein to any such covenant
or by reason of reference in any such covenant to any other provision herein or
in any other document and such omission to comply shall not constitute a Default
or an Event of Default under Section 5.1(d) or Section 5.1(h) or otherwise, as
the case may be, but, except as specified above, the remainder of this Indenture
and such Securities shall be unaffected thereby. 

	14.4 	
      Conditions to Defeasance or Covenant
    Defeasance



The following shall be the conditions to application of either
Section 14.2 or Section 14.3 to any Outstanding Securities of or within a
series: 

	 	(a) 	
      The Company shall irrevocably have deposited or caused to
      be deposited with the Trustee (or another trustee satisfying the
      requirements of Section 6.7 who shall agree to comply with the provisions
      of this Article 14 applicable to it) as trust funds in trust for the
      purpose of making the following payments, specifically pledged as security
      for, and dedicated solely to, the benefit of the Holders of such
      Securities:

	 	 	 	 
	 		(i) 	
      an amount (in such Currency in which such Securities are
      then specified as payable at Stated Maturity); or

	 	 	 	 
	 		(ii) 	
      Government Obligations applicable to such Securities
      (determined on the basis of the Currency in which such Securities are then
      specified as payable at Stated Maturity) which through the scheduled
      payment of principal and interest in respect thereof in accordance with
      their terms shall provide, not later than one day before the due date of
      any payment of principal of and premium, if any, and interest, if any,
      under such Securities, money in an amount; or

	 	 	 	 
	 		(iii) 	
      a combination thereof, sufficient, in the opinion of a
      nationally recognized firm of independent chartered accountants expressed
      in a written certification thereof delivered to the Trustee, to pay and
      discharge, and which shall be applied by the Trustee (or other qualifying
      trustee) to pay and discharge:







- 51 - 

	 	(A) 	
      the principal of (and premium, if any) and interest, if
      any, on such Outstanding Securities and on the Stated Maturity (or
      Redemption Date, if applicable) of such principal (and premium, if any) or
      installment of principal or interest, if any; and

	 	 	 
	 	(B) 	
      any mandatory sinking fund payments or analogous payments
      applicable to such Outstanding Securities on the day on which such
      payments are due and payable in accordance with the terms of this
      Indenture and of such Securities;




	 		
      provided that the Trustee shall have been
      irrevocably instructed to apply such money or the proceeds of such
      Government Obligations to said payments with respect to such Securities.
      Before such a deposit, the Company may give to the Trustee, in accordance
      with Section 11.2 hereof, a notice of its election to redeem all or any
      portion of such Outstanding Securities at a future date in accordance with
      the terms of the Securities of such series and Article 11 hereof, which
      notice shall be irrevocable. Such irrevocable redemption notice, if given,
      shall be given effect in applying the foregoing.

	 	 	 	 
	 	(b) 	
      No Default or Event of Default with respect to such
      Securities shall have occurred and be continuing on the date of such
      deposit or, insofar as clauses (e) and (f) of Section 5.1 are concerned,
      at any time during the period ending on the 91st day after the date of
      such deposit (it being understood that this condition shall not be deemed
      satisfied until the expiration of such period).

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

	 	 	 	 
	 	(d) 	
      In the case of an election under Section 14.2, the
      Company shall have delivered to the Trustee an Opinion of Counsel in the
      United States stating that:

	 	 	 	 
	 		(i) 	
      the Company has received from, or there has been
      published by, the Internal Revenue Service a ruling; or

	 	 	 	 
	 		(ii) 	
      since the date of execution of this Indenture, there has
      been a change in the applicable U.S. federal income tax law,

	 	 	 	 
	 		
      in either case to the effect that, and based thereon such
      opinion shall confirm that, the Holders of such Outstanding Securities
      shall not recognize income, gain or loss for federal income tax purposes
      as a result of such defeasance and shall be subject to federal income tax
      on the same amounts, in the same manner and at the same times as would
      have been the case if such defeasance had not occurred.

	 	 	 	 
	 	(e) 	
      In the case of an election under Section 14.3, the
      Company shall have delivered to the Trustee an Opinion of Counsel in the
      United States to the effect that the Holders of such Outstanding
      Securities shall not recognize income, gain or loss for U.S. federal
      income tax purposes as a result of such covenant defeasance and shall be
      subject to U.S. federal income tax on the same amounts, in the same manner
      and at the same times as would have been the case if such covenant
      defeasance had not occurred.

	 	 	 	 
	 	(f) 	
      Notwithstanding any other provisions of this Section,
      such defeasance or covenant defeasance shall be effected in compliance
      with any additional or substitute terms, conditions or limitations in
      connection therewith pursuant to Section 3.1.

	 	 	 	 
	 	(g) 	
      The Company shall have delivered to the Trustee an
      Officers’ Certificate and an Opinion of Counsel, each stating that all
      conditions precedent provided for relating to either the defeasance under
      Section 14.2 or the covenant defeasance under Section 14.3 (as the case
      may be) have been complied with.

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







- 52 - 

	14.5 	
      Deposited Money and Government Obligations to Be Held
      in Trust; Other Miscellaneous Provisions



Subject to the provisions of the last paragraph of Section
10.3, all money and Government Obligations (or other property as may be provided
pursuant to Section 3.1) (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively for purposes of this Section
14.5, the “Trustee”) pursuant to Section 14.4 in respect of such
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 (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Holders of
such Securities of all sums due and to become due thereon in respect of
principal (and premium, if any) and interest, if any, 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 Government
Obligations deposited pursuant to Section 14.4 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of such Outstanding Securities. 

Anything in this Article 14 to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or Government Obligations (or other property and any proceeds
therefrom) held by it as provided in Section 14.4 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 defeasance or covenant defeasance, as applicable, in accordance with
this Article 14. 

	14.6 	
      Reinstatement



If the Trustee or any Paying Agent is unable to apply any money
in accordance with Section 14.5 by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company’s obligations under this Indenture and such
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to Section 14.2 or 14.3, as the case may be, until such time as the
Trustee or Paying Agent is permitted to apply all such money in accordance with
Section 14.5; provided, however, that if the Company makes any
payment of principal of (or premium, if any) or interest, if any, on any such
Security following the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Securities to receive such
payment from the money held by the Trustee or Paying Agent. 

ARTICLE 15 
SUBORDINATION OF SECURITIES 

	15.1 	
      Agreement to Subordinate



Unless otherwise specified pursuant to Section 3.1, the
Company, for itself, its successors and assigns, covenants and agrees, and each
Holder of Securities by his acceptance thereof, likewise covenants and agrees,
that the payment of the principal of (and premium, if any) and interest, if any,
on each and all of the Securities is hereby expressly subordinated, to the
extent and in the manner hereinafter set forth, in right of payment to the prior
payment in full of all Senior Indebtedness. 

	15.2 	
      Distribution on Dissolution, Liquidation and
      Reorganization; Subrogation of Securities



Unless otherwise specified pursuant to Section 3.1, upon any
distribution of assets of the Company upon any dissolution, winding up,
liquidation or reorganization of the Company, whether in bankruptcy, insolvency,
reorganization or receivership proceedings or upon an assignment for the benefit
of creditors or any other marshalling of the assets and liabilities of the
Company or otherwise (subject to the power of a court of competent jurisdiction
to make other equitable provision reflecting the rights conferred in this
Indenture upon the Senior Indebtedness and the holders thereof with respect to
the Securities and the holders thereof by a lawful plan of reorganization under
applicable bankruptcy law): 




- 53 - 

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

	 	 	 
	 	(b) 	
      any payment or distribution of assets of the Company of
      any kind or character, whether in cash, property or securities, to which
      the Holders of the Securities or the Trustee would be entitled except for
      the provisions of this Article 15 shall be paid by the liquidating trustee
      or agent or other Person making such payment or distribution, whether a
      trustee in bankruptcy, a receiver or liquidating trustee or otherwise,
      directly to the holders of Senior Indebtedness or their representative or
      representatives or to the trustee or trustees under any indenture under
      which any instruments evidencing any of such Senior Indebtedness may have
      been issued, ratably according to the aggregate amounts remaining unpaid
      on account of the principal of (and premium, if any) and interest on the
      Senior Indebtedness held or represented by each, to the extent necessary
      to make payment in full of all Senior Indebtedness remaining unpaid, after
      giving effect to any concurrent payment or distribution to the holders of
      such Senior Indebtedness; and

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



Subject to the payment in full of all Senior Indebtedness, the
Holders of the Securities shall be subrogated to the rights of the holders of
Senior Indebtedness to receive payments or distributions of cash, property or
securities of the Company applicable to Senior Indebtedness until the principal
of (and premium, if any) and interest, if any, on the Securities shall be paid
in full and no such payments or distributions to the Holders of the Securities
of cash, property or securities otherwise distributable to the holders of Senior
Indebtedness shall, as between the Company, its creditors other than the holders
of Senior Indebtedness, and the Holders of the Securities be deemed to be a
payment by the Company to or on account of the Securities. It is understood that
the provisions of this Article 15 are and are intended solely for the purpose of
defining the relative rights of the Holders of the Securities, on the one hand,
and the holders of the Senior Indebtedness, on the other hand. Nothing contained
in this Article 15 or elsewhere in this Indenture or in the Securities is
intended to or shall impair, as between the Company, its creditors other than
the holders of Senior Indebtedness, and the Holders of the Securities, the
obligation of the Company, which is unconditional and absolute, to pay to the
Holders of the Securities the principal of (and premium, if any) and interest,
if any, on the Securities as and when the same shall become due and payable in
accordance with their terms, or to affect the relative rights of the Holders of
the Securities and creditors of the Company other than the holders of Senior
Indebtedness, nor shall anything herein or in the Securities prevent the Trustee
or the Holder of any Security from exercising all remedies otherwise permitted
by applicable law upon default under this Indenture, subject to the rights, if
any, under this Article 15 of the holders of Senior Indebtedness in respect of
cash, property or securities of the Company received upon the exercise of any
such remedy. Upon any payment or distribution of assets of the Company referred
to in this Article 15, the Trustee, subject to the provisions of Section 6.1,
shall be entitled to rely upon a certificate of the liquidating trustee or agent
or other Person making any distribution to the Trustee for the purpose of
ascertaining the Persons entitled to participate in such distribution, the
holders of Senior Indebtedness and other indebtedness of the Company, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article 15. 




- 54 - 

The Trustee, however, shall not be deemed to owe any fiduciary
duty to the holders of Senior Indebtedness. The Trustee shall not be liable to
any such holder if it shall pay over or distribute to or on behalf of Holders of
Securities or the Company moneys or assets to which any holder of Senior
Indebtedness shall be entitled by virtue of this Article 15. 

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

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

	15.3 	
      No Payment on Securities in Certain
      Circumstances



Unless otherwise specified pursuant to Section 3.1: 

	 	(a) 	
      Upon the maturity of any Senior Indebtedness by lapse of
      time, acceleration (unless waived, rescinded or annulled) or otherwise, or
      upon any payment default (with or without the giving of notice or lapse of
      time or both, in accordance with the terms of the instrument governing
      such Senior Indebtedness, and without any waiver or forgiveness) with
      respect to any Senior Indebtedness, all amounts payable thereon shall
      first be paid in full, or such Senior Indebtedness, before any payment is
      made, directly or indirectly by set off or otherwise, on account of
      principal of, or interest on, the Securities of such series or to acquire
      any of the Securities of such series or on account of the redemption
      provisions of the Securities of such series.

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

	 	 	 
	 	(c) 	
      If, notwithstanding the foregoing provisions of this
      Section, any payment on account of principal of, or interest on, the
      Securities shall be received by the Trustee, by a Holder or by any Paying
      Agent (or, if the Company is acting as its own Paying Agent, money for any
      such payment is segregated and held in trust), then, unless and until such
      payment is no longer prohibited by this Section, such payment (subject to
      the provisions of Section 15.4) shall be held in trust for the benefit of
      the holders of Senior Indebtedness and, upon notice to the Trustee or such
      Paying Agent from the representative of the holders of the Senior
      Indebtedness and pursuant to the directions of such representative, shall
      be paid over or delivered to the holders of Senior Indebtedness or their
      representative(s), ratably according to the aggregate amount remaining
      unpaid on account of the principal of and interest on the Senior
      Indebtedness held or represented by each, for application to the payment
      or prepayment of all Senior Indebtedness remaining unpaid to the extent
      necessary to pay all Senior Indebtedness in full in accordance with its
      terms, after giving effect to any concurrent payment or distribution or
      provision therefor to or for the holders of Senior Indebtedness. Promptly
      after becoming aware thereof, the Company shall give written notice to the
      Trustee of any event prohibiting payments on account of principal of, or
      interest on, the Securities and, in such event, shall provide to the
      Trustee, in the form of an Officers’ Certificate, the names and addresses
      of the holders of such Senior Indebtedness and their representative(s), if
      any, the amount of the Senior Indebtedness held by each such holder, any
      information necessary to calculate the daily or other increase in Senior
      Indebtedness held by such holders and any other information which the
      Trustee may reasonably request to comply with this Article. Subject to the
      provisions of Section 15.2 hereof, in the event that the Trustee or the
      Paying Agent reasonably determines that additional evidence is required
      with respect to any person as a holder of Senior Indebtedness to
      participate in any payment or distribution pursuant to this Article, the
      Trustee or the Paying Agent, as the case may be, may request that such
      person furnish evidence to its reasonable as to the extent such person is
      entitled to participate in such payment or distribution and as to other
      facts pertinent to the rights of such persons under this Article and if
      such evidence is not furnished, the Trustee or the Paying Agent, as the
      case may be, may defer any payment to such person pending judicial
      determination as to the right of such person to receive such payment.
    







- 55 - 

	15.4 	
      Payments on Securities
Permitted



Nothing contained in this Indenture or in any of the Securities
shall: 

	 	(a) 	
      affect the obligation of the Company to make, or prevent
      the Company from making, at any time except as provided in Sections 15.2
      and 15.3, payments of principal of (or premium, if any) or interest, if
      any, on the Securities; or

	 	 	 
	 	(b) 	
      prevent the application by the Trustee of any moneys
      deposited with it hereunder to the payment of or on account of the
      principal of (or premium, if any) or interest, if any, on the Securities,
      unless the Trustee shall have received at its Corporate Trust Office
      written notice of any event prohibiting the making of such payment more
      than two Business Days prior to the date fixed for such
  payment.




	15.5 	
      Authorization of Holders to Trustee to Effect
      Subordination



Each Holder of Securities by his acceptance thereof authorizes
and directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination as provided in this Article 15 and
appoints the Trustee his attorney-in-fact for any and all such purposes. 

	15.6 	
      Notices to Trustee



Notwithstanding the provisions of this Article or any other
provisions of this Indenture, neither the Trustee nor any Paying Agent (other
than the Company) shall be charged with knowledge of the existence of any Senior
Indebtedness or of any event which would prohibit the making of any payment of
moneys to or by the Trustee or such Paying Agent, unless and until the Trustee
or such Paying Agent shall have received (in the case of the Trustee, at its
Corporate Trust Office) written notice thereof from the Company or from the
holder of any Senior Indebtedness or from the trustee for any such holder,
together with proof satisfactory to the Trustee of such holding of Senior
Indebtedness or of the authority of such trustee; provided, however, that if at
least two Business Days prior to the date upon which by the terms hereof any
such moneys may become payable for any purpose (including, without limitation,
the payment of either the principal (or premium, if any) or interest, if any, on
any Security) the Trustee shall not have received with respect to such moneys
the notice provided for in this Section 15.6, then, anything herein contained to
the contrary notwithstanding, the Trustee shall have full power and authority to
receive such moneys and to apply the same to the purpose for which they were
received, and shall not be affected by any notice to the contrary, which may be
received by it within two Business Days prior to such date. The Trustee shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness (or a trustee on
behalf of such holder) to establish that such a notice has been given by a
holder of Senior Indebtedness or a trustee on behalf of any such holder. In the
event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Senior
Indebtedness to participate in any payment or distribution pursuant to this
Article 15, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
such Person under this Article 15 and, if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment. 




- 56 - 

	15.7 	
      Trustee as Holder of Senior
  Indebtedness



The Trustee in its individual capacity shall be entitled to all
the rights set forth in this Article 15 in respect of any Senior Indebtedness at
any time held by it to the same extent as any other holder of Senior
Indebtedness and nothing in this Indenture shall be construed to deprive the
Trustee of any of its rights as such holder. 

Nothing in this Article 15 shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 6.6. 

	15.8 	
      Modifications of Terms of Senior
    Indebtedness



Any renewal or extension of the time of payment of any Senior
Indebtedness or the exercise by the holders of Senior Indebtedness of any of
their rights under any instrument creating or evidencing Senior Indebtedness,
including, without limitation, the waiver of default thereunder, may be made or
done all without notice to or assent from the Holders of the Securities or the
Trustee. 

No compromise, alteration, amendment, modification, extension,
renewal or other change of, or waiver, consent or other action in respect of,
any liability or obligation under or in respect of, or of any of the terms,
covenants or conditions of any indenture or other instrument under which any
Senior Indebtedness is outstanding or of such Senior Indebtedness, whether or
not such release is in accordance with the provisions of any applicable
document, shall in any way alter or affect any of the provisions of this Article
15 or of the Securities relating to the subordination thereof. 

	15.9 	
      Reliance on Judicial Order or Certificate of
      Liquidating Agent



Upon any payment or distribution of assets of the Company
referred to in this Article 15, the Trustee and the Holders of the Securities
shall be entitled to rely upon any order or decree entered by any court of
competent jurisdiction in which such insolvency, bankruptcy, receivership,
liquidation, reorganization, dissolution, winding up or similar case or
proceeding is pending, or a certificate of the trustee in bankruptcy,
liquidating trustee, custodian, receiver, assignee for the benefit of creditors,
agent or other Person making such payment or distribution, delivered to the
Trustee or to the Holders of Securities, for the purpose of ascertaining the
Persons entitled to participate in such payment or distribution, the holders of
Senior Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article 15. 

This Indenture may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same Indenture.

[Signatures follow on next page] 




- 57 - 

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

	 	COUNTERPATH CORPORATION 
	 	 	  
	 	By: 	
	 	 	Name: 
	 	 	Title: 
	 	 	  
	 	 
	 	as Trustee 
	 	 	  
	 	By: 	
	 	 	Name: 
	 	 	Title: