Exhibit 4.8

                         FINANCIAL FEDERAL CREDIT INC.
                                      TO
                      THE FIRST NATIONAL BANK OF CHICAGO,
                                  as Trustee
           
                                   INDENTURE
                         Dated as of January 14, 1998

                      Rule 144A Medium-Term Note Program
                           (Senior Debt Securities)


INDENTURE dated as of January 14, 1998, between FINANCIAL FEDERAL CREDIT INC., 
a Texas corporation (hereinafter called the "Company"), having its principal 
office at 1300 Post Oak Boulevard, Suite 1300, Houston, Texas 77056, and The 
FIRST NATIONAL BANK OF CHICAGO, a national banking association (hereinafter 
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 medium-term notes (herein 
generally called the "Notes"), to be issued in one or more series, and 
authenticated and delivered as in this Indenture provided.  The Notes will not 
be registered under the Securities Act and may only be sold or otherwise 
transferred in transactions exempt from, or not subject to, the registration 
requirements of the Securities Act.

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

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

ARTICLE I

Definitions and Other Provisions
of General Application

SECTION 1.01.  Definitions.  For all purposes of this Indenture, except as 
otherwise expressly provided or unless the context otherwise requires:
		(1)	the terms defined in this Article have the meanings assigned 
to them in this Article, and include the plural as well as the singular;

		(2)	all other terms used herein that are defined in the Trust 
Indenture Act, either directly or by reference therein, have the meanings 
assigned to them therein;

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

		(4)	unless expressly indicated to the contrary (e.g., by the use 
of terms such as "fair value," "fair market value" or "market value") each 
asset, each liability and each capital item of any Person, and any quantity 
derivable by a computation involving any of such assets, liabilities or 
capital items, shall be taken at the net book value thereof for all purposes 
of this Indenture; and

		(5)	the words "herein", "hereof" and "hereunder" and other words 
of similar import refer to this Indenture as a whole and not to any particular 
Article, Section or other subdivision.

Certain terms, used principally in Article III or Article VI, are defined in 
those respective Articles.

"Act", when used with respect to any Holder, has the meaning specified in 
Section 8.01.

"Affiliate" of any specified Person means any other Person (i) which directly 
or indirectly through one or more intermediaries controls, or is controlled 
by, or is under common control with such specified Person, (ii) which directly 
or indirectly beneficially owns or holds 15% or more of any class of the 
Voting Stock of such specified Person, or (iii) of which 15% or more of the 
Voting Stock is beneficially owned or held directly or indirectly by such 
specified Person or a Subsidiary of such specified Person.  For the purposes 
of this definition, "control" when used with respect to any specified Person 
means the power to direct or cause the direction of the management and 
policies of such Person, directly or indirectly, whether through the ownership 
of Voting Stock, by contract or otherwise; and the terms "controlling" and 
"controlled" have meanings correlative to the foregoing.

"Authenticating Agent" has the meaning specified in Section 6.14.

"Bankruptcy Code" means the Federal Bankruptcy Act or Title 11 of the United 
States Code.

"Board of Directors" means the board of directors of the Company, or the 
executive or any other committee of that board duly authorized to act in 
respect hereof.

"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 or the executive or other committee of the Board authorized to 
act in respect thereof and to be in full force and effect on the date of such 
certification, and delivered to the Trustee.

"Business Day", except as otherwise specified pursuant to Section 3.01, means, 
any day that is (i) not a Saturday, a Sunday or a legal holiday or a day on 
which banking institutions or trust companies in The City of New York, or in 
any other Place of Payment as may be specified pursuant to Section 3.01 with 
respect to the Notes of a particular series, are authorized or required by 
law, regulation or executive order to close and (ii) with respect to a 
Floating Rate Note for which the Base Rate is LIBOR, a London Banking Day.

"Capital Debt" when used with respect to the Company means all unsecured 
Indebtedness of the Company which (i) has been issued and sold to, and is 
owned and held by, Financial Federal Corporation, a Nevada corporation, (ii) 
bears interest at a rate which is no less favorable to the Company than would 
be obtainable in an arm's length transaction with a Person other than an 
Affiliate, and (iii) contains or has applicable thereto subordination 
provisions substantially in the form set forth in Exhibit A attached hereto or 
such other provisions as may be approved in writing by the Holders of not less 
than 66-2/3% in aggregate principal amount of the Notes of each series 
Outstanding.

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

"Capitalized Lease" means any lease the obligation for Rentals with respect to 
which is required to be capitalized on a balance sheet of the lessee in 
accordance with GAAP.

"Capitalized Rentals" means, as of any date of determination, the amount at 
which the aggregate Rentals due and to become due under all Capitalized Leases 
under which such Person or any of its Restricted Subsidiaries is a lessee 
would be required at such time to be reflected as a liability on the 
consolidated balance sheet of such Person in accordance with GAAP.

"Commission" means the Securities and Exchange Commission, as from time to 
time constituted, created under the Exchange Act, or if at any time after the 
execution of this instrument such Commission is not existing and performing 
the duties now assigned to it under the Trust Indenture Act, then the body 
performing such duties on such date.

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

"Company Request" and "Company Order" mean, respectively, a written request or 
order signed in the name of the Company by (i) the President, an Executive 
Vice President, a Senior Vice President or a Vice President of the Company and 
(ii) the Chief Financial Officer, the Treasurer, the Controller or the 
Secretary of the Company, and delivered to the Trustee.

"Consolidated Adjusted Net Income" means, as of any date of determination 
thereof, the sum of (i) Consolidated Net Income, plus (ii) to the extent 
deducted in the computation of Consolidated Net Income, all taxes on income.

"Consolidated Adjusted Net Worth" when used with respect to the Company means, 
as of any date of determination thereof (a) the sum of (i) the total 
stockholders equity account of the Company and its Restricted Subsidiaries on 
a consolidated basis as determined in accordance with GAAP, plus (ii) deferred 
income tax liabilities, plus (iii) the aggregate unpaid principal amount of 
outstanding Capital Debt, less, without duplication, (b) the sum of (i) all 
Intangible Assets, plus (ii) the amount by which outstanding Restricted 
Investments on such date exceed 15% of Consolidated Adjusted Net Worth as 
calculated on the day immediately preceding such date of determination.

"Consolidated Debt" of any Person means, without duplication, all Indebtedness 
of such Person and its Restricted Subsidiaries as reflected on the 
consolidated balance sheet of such Person and its Restricted Subsidiaries 
prepared in accordance with GAAP.

"Consolidated Net Income" of any Person for any period means the gross 
revenues of such Person and its Restricted Subsidiaries for such period less 
all expenses and other proper charges (including taxes on income), determined 
on a consolidated basis in accordance with GAAP and after eliminating earnings 
or losses attributable to outstanding Minority Interests, but excluding, when 
used with respect to the Company, in any event:

(a)  any gains or losses on the sale or other disposition of fixed or capital 
assets (other than the sale of repossessed collateral or residual interests in 
the ordinary course of the Finance Business), and any taxes on such excluded 
gains and any tax deductions or credits on account of any such excluded 
losses;

(b)  the proceeds of any life insurance policy (other than insurance 
supporting the payment of a receivable obligation);

(c)  net earnings and losses of any Restricted Subsidiary accrued prior to the 
date it became a Restricted Subsidiary;

(d)  net earnings and losses of any corporation (other than a Restricted 
Subsidiary), substantially all the assets of which have been acquired in any 
manner, realized by such other corporation prior to the date of such 
acquisition;

(e)  net earnings and losses of any corporation (other than a Restricted 
Subsidiary) with which the Company or a Restricted Subsidiary shall have 
consolidated or which shall have merged into or with the Company or a 
Restricted Subsidiary prior to the date of such consolidation or merger;

(f)  net earnings of any business entity (other than a Restricted Subsidiary) 
in which the Company or any Restricted Subsidiary has an ownership interest 
unless such net earnings shall have actually been received by the Company or 
such Subsidiary in the form of cash distributions;

(g)  any portion of the net earnings of any Restricted Subsidiary which for 
any reason (other than solely because of a business determination which is 
subject to reversal at the sole election of the Company) is unavailable for 
payment of dividends to the Company or any other Restricted Subsidiary;

(h)  earnings resulting from any reappraisal, revaluation or write-up of 
assets except to the extent that such reappraisal, revaluation or write-up has 
been approved by the independent public accountants then reporting on the 
Company's annual financial statements;

(i)  any gain arising from the acquisition of any securities of the Company or 
any Restricted Subsidiary; and

(j)  any reversal of allowances for possible losses in excess of actual 
recovery, except to the extent that provision for such losses shall have been 
made from income arising during the applicable period or periods being tested 
under Section 12.16.

"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 at the date of execution of this instrument is 
located at One First National Plaza, Suite 0126, Chicago, Illinois 60670-0126, 
Attention: Corporate Trust Services Division, except that whenever a provision 
herein refers to an office or agency of the Trustee in the Borough of 
Manhattan, The City of New York, such office is located, at the date hereof, 
at 14 Wall Street, Eighth Floor, New York, New York 10005.
"corporation" includes corporations, associations, companies (including, 
without limitation, limited liability companies) and business trusts.

"Currency" means Dollars or a Foreign Currency or a composite currency, the 
value of which is determined by reference to the values of the currencies of 
any group of countries.

"Default" means, with respect to any series of Notes, any event, act or 
condition the occurrence of which is, or after notice or the passage of time 
or both would be, an Event of Default with respect to the Notes of such 
series.

"Defaulted Interest" has the meaning specified in Section 3.07.

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

"Designated Currency" has the meaning specified in Section 3.11.

"Discharged" means that the Company shall be deemed to have paid and 
discharged the entire indebtedness represented by, and obligations under, the 
Notes of such series and to have satisfied all the obligations under this 
Indenture relating to the Notes of such series (and the Trustee, at the 
expense of the Company, shall execute proper instruments acknowledging the 
same), except (A) the rights of Holders of Notes of such series to receive, 
from the trust fund described in clause (B)(1) of Section 4.01, payment of the 
principal of (and premium, if any) and interest on such Notes when such 
payments are due, (B) the Company's obligations with respect to the Notes of 
such series under Sections 3.04, 3.05, 3.06, 4.02, 4.03 and 12.02, and (C) the 
rights, powers, trusts, duties and immunities of the Trustee hereunder.

"Discount Note" means any Note that is issued with "original issue discount" 
within the meaning of Section 1273(a) of the U.S. Internal Revenue Code of 
1986, as amended, and the regulations thereunder and any other Note designated 
by the Company as issued with original issue discount for United States 
Federal income tax purposes.

"Dollar", "$" or "U.S.$" means such currency of the United States as at the 
time of payment is legal tender for the payment of public and private debts.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

"Event of Default" has the meaning specified in Section 5.01.

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

"Finance Business" means, when used with respect to the Company, the business 
of lending, consulting, guaranteeing obligations of others, financing and 
leasing Property, the acquisition and ownership of receivables arising 
therefrom and the transaction of such other business as may be reasonably 
incidental thereto including, without limitation, the sale of repossessed 
collateral or Property previously subject to lease.

"fiscal year" means, with respect to the Company, the twelve consecutive 
months ending July 31.

"Fixed Rate Note" means a Note that provides for the payment of interest at a 
fixed rate.

"Floating Rate Note" means a Note that provides for the payment of interest at 
a variable rate determined periodically by reference to a base rate specified 
pursuant to Section 3.01.

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

"GAAP" means, at any date, United States generally accepted accounting 
principles, consistently applied, as set forth in the opinions and 
pronouncements of the Accounting Principles Board of the American Institute of 
Certified Public Accountants and statements and pronouncements of the 
Financial Accounting Standards Board, or in such other statements by such  
other entity as may be approved by a significant segment of the accounting 
profession of the United States, that are applicable to the circumstances as 
of the date of determination; provided, however, that, except as otherwise 
specifically provided herein or in an indenture supplemental hereto, all 
calculations made for purposes of determining compliance with the terms of the 
provisions of this Indenture shall utilize GAAP in effect at the time of such 
calculation.

"Global Note" means a global certificate evidencing all or part of a series of 
Notes, issued to the Depositary for such series in accordance with 
Section 2.04 and bearing the legends described in Section 2.04.

"Government Obligations" means securities that are (i) direct obligations of 
the United States (or, if payments in respect of the Notes of a series are to 
be made in a Designated Currency, the government that issued such currency) 
for the payment of which its full faith and credit is pledged or (ii) 
obligations of a Person controlled or supervised by and acting as an agency or 
instrumentality of the United States (or, if payments in respect of the Notes 
of a series are to be made in a Designated Currency, the government that 
issued such currency) the timely payment of which is unconditionally 
guaranteed as a full faith and credit obligation by the United States (or, if 
payments in respect of the Notes of a series are to be made in a Designated 
Currency, the government that issued such currency), that, in either case 
under clauses (i) or (ii), are not callable or redeemable at the option of the 
issuer thereof.

"Guaranties" by any Person shall mean all obligations (other than endorsements 
in the ordinary course of business of negotiable instruments for deposit or 
collection) of such Person guaranteeing or in effect, guaranteeing any 
Indebtedness, dividend or other obligation of any other Person (the "primary 
obligor") in any manner, whether directly or indirectly, including, without 
limitation, all obligations incurred through an agreement, contingent or 
otherwise, by such Person: (i) to purchase such Indebtedness or obligation or 
any Property constituting security therefor, (ii) to advance or supply funds 
(x) for the purchase or payment of such Indebtedness or obligation, or (y) to 
maintain working capital or other balance sheet condition or otherwise to 
advance or make available funds for the purchase or payment of such 
Indebtedness or obligation, or (iii) to lease Property or to purchase 
securities or other Property or services primarily for the purpose of assuring 
the owner of such Indebtedness or obligation of the ability of the primary 
obligor to make payment of the Indebtedness or obligation, or (iv) otherwise 
to assure the owner of the Indebtedness or obligation of the primary obligor 
against loss in respect thereof.  For the purpose of all computations made 
hereunder, a Guaranty in respect of any Indebtedness for borrowed money shall 
be deemed to be Indebtedness equal to the principal amount of such 
Indebtedness for borrowed money, but not more than the portion thereof which 
has been guaranteed, and a Guaranty in respect of any other obligation or 
liability or any dividend shall be deemed to be Indebtedness equal to the 
maximum aggregate amount of such obligation, liability or dividend, but not 
more than the portion thereof which has been guaranteed.

"Holder" means the person in whose name a Note is Registered in the Security 
Register.

"incur" means, with respect to any Indebtedness or other obligation of any 
Person, to create, issue, incur (by conversion, exchange or otherwise), 
extend, assume, Guaranty or otherwise become liable in respect of such 
Indebtedness or other obligation or the recording, as required pursuant to 
GAAP or otherwise, of any such Indebtedness or the obligation on the balance 
sheet of such Person (and "incurrence", "incurred", "incurrable" and 
"incurring" shall have meanings correlative to the foregoing); provided, 
however, that a change in GAAP that results in an obligation of such Person 
that exists at such time becoming Indebtedness shall not be deemed an 
incurrence of such Indebtedness.

"Indebtedness" of any Person means and includes all obligations of such Person 
(other than Non-Recourse Debt) which in accordance with GAAP are to be 
classified on the balance sheet of such Person as liabilities of such Person, 
and, in any event, includes all (i) obligations of such Person for borrowed 
money or which has been incurred in connection with the acquisition of 
Property, (ii) obligations secured by any Lien or other charge upon Property 
owned by such Person, even though such Person has not assumed or become liable 
for the payment of such obligations, (iii) obligations created or arising 
under any conditional sale or other title retention agreement with respect to 
Property acquired by such Person, notwithstanding the fact that the rights and 
remedies of the seller, lender or lessor under such agreement in the event of 
default are limited to repossession or sale of Property, (iv) all Guaranties 
of such Person, and (v) Capitalized Rentals under any Capitalized Lease.  For 
the purpose of computing the "Indebtedness" of any Person, there shall be 
excluded any particular Indebtedness to the extent that, upon or prior to the 
maturity thereof, there shall have been deposited with the proper depository 
in trust the necessary funds (or evidences of such Indebtedness, if permitted 
by the instrument creating such Indebtedness) for the payment, redemption or 
satisfaction of such Indebtedness; and thereafter such funds and evidences of 
Indebtedness so deposited shall not be included in any computation of the 
assets of such Person.

"Indenture" means 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, unless 
the context otherwise requires, shall include the terms of a particular series 
of Notes as established pursuant to Section 3.01.

"Intangible Assets" means, as of any date of determination thereof, the total 
amount of goodwill, patents, trade names, trade marks, copyrights, franchises, 
experimental expense, organization expense, unamortized debt discount and 
expense, the excess of cost of shares acquired over book value of related 
assets and such other assets as are properly classified as "intangible assets" 
in accordance with GAAP.

"interest", when used with respect to a Discount Note which by its terms bears 
interest only after Maturity, means interest payable after Maturity.

"Interest Payment Date" with respect to any Note means the Stated Maturity of 
an installment of interest on such Note.

"Interest Rate Protection Agreements" has the meaning specified in the 
definition of "Restricted Investments".

"investment" means, with respect to any Person, any direct, indirect or 
contingent (i) purchase of Capital Stock, obligations or other securities of 
any other Person, (ii) contribution of cash, Capital Stock or other Property, 
or assumption of Indebtedness, made by such Person in exchange for Capital 
Stock, notes, bonds or other Property of, or as a capital contribution to, any 
other Person, (iii) loan, advance or other extension of credit to any Person, 
(iv) Guaranty of the Indebtedness or other obligation of any other Person or 
(v) other investment or acquisition of any interest in any other Person.  The 
repayment of Indebtedness owing to any Person shall not constitute an 
investment in such Person.

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

"London Banking Day", with respect to any Note, means any day on which 
dealings in deposits in the currency in which the Note is denominated are 
transacted in the London interbank market.

"Material Adverse Effect" means (a) a materially adverse change in or effect 
on the business, assets, properties, net worth, results of operations or 
condition (financial or otherwise) of the Company and its Restricted 
Subsidiaries, taken as a whole, or (b) a material impairment of the ability of 
the Company to perform any of its obligations under or in connection with this 
Indenture or the transactions contemplated hereby.

"Maturity" when used with respect to any Note means the date on which the 
principal of such Note becomes due and payable as therein or herein provided, 
whether at the Stated Maturity or by declaration of acceleration, call for 
redemption, repayment at the option of the Holder thereof or otherwise.

"Minority Interests" of a Person means any shares of stock of any class of a 
Restricted Subsidiary of such Person (other than directors' qualifying shares 
as required by law) that are not owned by such Person and/or one or more of 
its Restricted Subsidiaries.  Minority Interests shall be valued by valuing 
Minority Interests constituting preferred stock at the voluntary or 
involuntary liquidating value of such preferred stock, whichever is greater, 
and by valuing Minority Interests constituting common stock at the book value 
of capital and surplus applicable thereto adjusted, if necessary, to reflect 
any changes from the book value of such common stock required by the foregoing 
method of valuing Minority Interests in preferred stock.

"net book value" means, with respect to any asset, liability or capital item 
of any Person, the amount at which the same is recorded or, in accordance with 
GAAP, should have been recorded in the books of account of such Person, as 
reduced by any reserves which have been or, in accordance with GAAP, should 
have been set aside with respect thereto, but in every case (whether or not 
permitted in accordance with GAAP) without giving effect to any write-up, 
write-down or write-off (other than any write-down or write-off the entire 
amount of which was charged to Consolidated Net Income or to a reserve that 
was a charge to Consolidated Net Income) relating thereto made after the date 
hereof.

"Non-Recourse Debt" of a Person means Indebtedness of such Person or a 
Restricted Subsidiary of such Person incurred in connection with the 
acquisition of Property which, in turn, is subject to a lease or security 
agreement under which a Person other than such Person or a Restricted 
Subsidiary of such Person is the lessee or debtor, to the extent that (a) such 
lease or security agreement provides for rentals or other payments sufficient 
to pay the entire principal of and interest on such Indebtedness on or before 
the date or dates for payment thereof, and (b) such Indebtedness does not 
constitute a general obligation of such Person or any Restricted Subsidiary of 
such Person but is repayable solely out of the rentals or other sums payable 
under the lease or security agreement and/or the Property subject thereto.

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

"Officers' Certificate" means a certificate signed by (i) the President, an 
Executive Vice President, a Senior Vice President or a Vice President of the 
Company and (ii) the Chief Financial Officer, the Treasurer, the Controller or 
the Secretary of the Company, and delivered to the Trustee; provided, however, 
that in the case of an Officers' Certificate delivered pursuant to Section 
12.05 hereof, one of the signers thereof shall be the principal executive 
officer, principal financial officer or principal accounting officer of the 
Company.

"Opinion of Counsel" means a written opinion of counsel, who may be counsel to 
the Company (including in-house counsel to the Company) and who shall be 
reasonably satisfactory to the Trustee, that is delivered to the Trustee.  The 
acceptance by the Trustee of such opinion shall be sufficient evidence that 
such counsel is reasonably acceptable to the Trustee.

"Outstanding" when used with respect to Notes means, as of the date of 
determination, all Notes theretofore authenticated and delivered under this 
Indenture, except:
		(i)	Notes theretofore cancelled by the Trustee or delivered to 
the Trustee for cancellation;

		(ii)	Notes or portions thereof for whose payment or redemption 
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 Notes or from its obligations with respect to 
which the Company shall have been Discharged; provided, however, that if such 
Notes or portions thereof are to be redeemed or repaid, notice of such 
redemption or repayment has been duly given pursuant to this Indenture or 
provision therefor satisfactory to the Trustee has been made; and

		(iii)	Notes that have been paid pursuant to Section 3.06 or in 
exchange for or in lieu of which other Notes have been authenticated and 
delivered pursuant to this Indenture, other than any such Notes in respect of 
which there shall have been presented to the Trustee proof satisfactory to it 
that such Notes are held by a bona fide purchaser in whose hands such Notes 
are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite 
principal amount of Notes Outstanding have performed any Act hereunder, Notes 
owned by the Company or any other obligor upon the Notes 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 relying upon any such Act, only Notes that the Trustee actually 
knows to be so owned shall be so disregarded.  Notes so owned that 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 to act with 
respect to such Notes and that the pledgee is not the Company or any other 
obligor upon the Notes or any Affiliate of the Company or of such other 
obligor.  In determining whether the Holders of the requisite principal amount 
of Outstanding Notes have performed any Act hereunder, the principal amount of 
a Discount Note that shall be deemed to be Outstanding for such purpose shall 
be the amount of the principal thereof that would be due and payable as of the 
date of such determination upon a declaration of acceleration of the Maturity 
thereof pursuant to Section 5.02 and the principal amount of a Note 
denominated in a Currency other than Dollars that shall be deemed to be 
Outstanding for such purpose shall be the amount calculated pursuant to 
Section 3.10(b).

"Paying Agent" means any Person authorized by the Company to pay the principal 
of (and premium, if any) or interest on any Notes on behalf of the Company.

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

"Place of Payment" when used with respect to the Notes of any series means the 
place or places, including the office or agency maintained by the Company in 
The City of New York pursuant to Section 12.02, where the principal of (and 
premium, if any) and interest on the Notes of that series are payable as 
specified pursuant to Section 3.01.

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

"Priority Obligations" of the Company means, at any date of determination, the 
sum at such date of the unpaid principal amount of (i) all Senior Debt of the 
Company secured by Liens permitted by Section 12.15 and (ii) all Senior Debt 
and all Guaranties of Restricted Subsidiaries other than Indebtedness to the 
Company or a Wholly-Owned Restricted Subsidiary of the Company.

"Property" means, with respect to any Person, any interest of such Person in 
any kind of property or asset, whether real, personal or mixed, or tangible or 
intangible, including, without limitation, Capital Stock in any other Person.

"Qualified Rating Agency" means Duff & Phelps Credit Rating Co., Fitch 
Investors Service L.P., Moody's Investors Service, Inc., Standard & Poor's 
Rating Group or another nationally recognized credit rating agency of similar 
standing if none of the aforementioned rating agencies are in the business of 
rating the investment or indebtedness, as the case may be, in question.

"Receivables Securitization Transaction" means any transaction pursuant to 
which (i) accounts receivable are sold or transferred, and (ii) the seller (a) 
retains an interest in the accounts receivable sold or transferred or (b) 
assumes any credit liability in connection with such sale or transfer.

"Redemption Date" means the date fixed for redemption of any Note pursuant to 
this Indenture which, in the case of a Floating Rate Note, unless otherwise 
specified pursuant to Section 3.01, shall be an Interest Payment Date only.

"Redemption Price" means, in the case of a Discount Note, the amount of the 
principal thereof that would be due and payable as of the Redemption Date upon 
a declaration of acceleration of the Maturity thereof pursuant to Section 5.02 
and, in the case of any other Note, the principal amount thereof, plus, in 
each case, premium, if any, and accrued and unpaid interest, if any, to the 
Redemption Date.

"Regular Record Date" for the interest payable on the Notes of any series on 
any Interest Payment Date means the date specified for that purpose pursuant 
to Section 3.01 for such Interest Payment Date.

"Rentals" when used with respect to any Person means and includes all fixed 
rents (including as such all payments which the lessee is obligated to make to 
the lessor on termination of the lease or surrender of the Property) payable 
by such Person or a Restricted Subsidiary of such Person, as lessee or 
sublessee under a lease of real or personal Property, but shall be exclusive 
of any amounts required to be paid by such Person or a Restricted Subsidiary 
(whether or not designated as rents or additional rents) on account of 
maintenance, repairs, insurance, taxes and similar charges.  Fixed rents under 
any so-called "percentage leases" shall be computed solely on the basis of the 
minimum rents, if any, required to be paid by the lessee regardless of sales 
volume or gross revenues.

"Responsible Officer", when used with respect to the Trustee, means the 
chairman or any vice-chairman of the board of directors, the chairman or any 
vice-chairman of the executive committee of the board of directors, the 
chairman of the trust committee, the president, any vice president, any 
assistant vice president, the secretary, any assistant secretary, the 
treasurer, any assistant treasurer, any trust officer or assistant trust 
officer, the controller or any assistant controller 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 such officer's knowledge of and familiarity with the particular 
subject.

"Restricted Investments" means any investments in or loans, advances or 
extensions of credit to, any Person, other than (i) receivables arising in the 
ordinary course of the Finance Business; (ii) investments, loans and advances 
by the Company and its Restricted Subsidiaries in and to Restricted 
Subsidiaries, including any investment in a Person which, after giving effect 
to such investment, will become a Restricted Subsidiary and loans and advances 
by a Wholly-Owned Restricted Subsidiary to the Company; (iii) investments, 
maturing in five years or less from the date of acquisition, in bills, notes 
and bonds of the United States of America, or any agency thereof; (iv) 
investments in corporate debt obligations, maturing within twelve months or 
less from the date of acquisition, which (a) are issued by corporations having 
substantially all of their assets located in the United States, and (b) at the 
time of acquisition, are accorded one of the two highest ratings by a 
Qualified Rating Agency; (v) investments in commercial paper which is issued 
by corporations having substantially all of their assets located in the United 
States, and which matures in 270 days or less from the date of acquisition 
and, at the time of acquisition, is accorded one of the two highest ratings by 
a Qualified Rating Agency; (vi) investments in certificates of deposit, 
maturing within twelve months or less from the date of acquisition, issued by 
commercial banks located in the United States having capital, surplus and 
undivided profits aggregating more than U.S.$ 100,000,000 and accorded at the 
time of acquisition one of the two highest ratings by a Qualified Rating 
Agency; (vii) investments in marketable obligations, maturing within three 
years or less from the date of acquisition, of any state, territory or 
possession of the United States of America or any political subdivision of any 
of the foregoing, or the District of Columbia, which are, at the time of 
acquisition, accorded one of the two highest ratings by a Qualified Rating 
Agency; (viii) investments in certificates of deposit which are denominated in 
Dollars, maturing within 7 days or less from the date of acquisition, issued 
by (a) commercial banks located in Canada, Japan or in a country which was a 
member of the European Economic Community on the Closing Date, having capital, 
surplus and undivided profits aggregating more than the equivalent of 
U.S.$250,000,000, and having outstanding unsecured long-term indebtedness 
which, at the time of acquisition, is accorded one of the two highest ratings 
by a Qualified Rating Agency, or (b) offshore subsidiaries of United States 
banks qualifying under clause (vi) of this definition; (ix) investments 
evidenced by repurchase agreements providing for the repurchase within 7 days 
from the date of the making of such investment of obligations of the United 
States of America or any agency thereof or obligations guaranteed by the 
United States of America which agreements are issued by a bank qualifying 
under clause (vi) of this definition; and (x) interest rate exchange 
agreements, or interest rate cap, floor and collar agreements (collectively, 
"Interest Rate Protection Agreements"); provided that, (1) such Interest Rate 
Protection Agreements are not entered into for the purpose of hedging one or 
more Interest Rate Protection Agreements which themselves are hedges of 
certain risks to the Company or any Restricted Subsidiary, and (2) any such 
Interest Rate Protection Agreements shall be entered into (A) solely for the 
purpose of hedging against changes in prevailing interest rates and not for 
purposes of speculation, and (B) only with commercial or investment banks 
having outstanding unsecured long-term indebtedness which, at the effective 
date of such Interest Rate Protection Agreement, is accorded at a rating of 
"A" or better by a Qualified Rating Agency or insurance companies which are 
accorded a rating of A-XII, or better, by A.M. Best Co. (or an equivalent 
rating by another nationally recognized insurance rating agency of similar 
standing if A.M. Best Co. is not then in the business of rating insurance 
companies).  Any such investments, loans and advances shall be valued at cost 
less (i) any net return of capital through the sale or liquidation thereof or 
other return of capital thereon, and (ii) decreases in value charged against 
Consolidated Adjusted Net Income, or directly against Consolidated Adjusted 
Net Worth, subsequent to July 31, 1996.

For purposes of this definition, (x) at any time when a Subsidiary becomes a 
Restricted Subsidiary, all investments of such Subsidiary at such time shall 
be deemed to have been made by such Subsidiary, as a Restricted Subsidiary, at 
such time; and (y) all investments of the Company and its Restricted 
Subsidiaries in a Restricted Subsidiary which is redesignated as an 
Unrestricted Subsidiary pursuant to Section 12.21 shall be deemed to have been 
made immediately after such redesignation.

"Restricted Payments" has the meaning specified in Section 12.16.

"Restricted Subsidiary" means (i) with respect to any Person other than the 
Company, a Subsidiary of such Person, and (ii) with respect to the Company, 
any Subsidiary of the Company (a) which is organized under the laws of the 
United States or any State, territory or possession thereof, or Canada or any 
Province thereof; (b) which conducts substantially all of its business and has 
substantially all of its assets within the United States, territories or 
possessions thereof and Canada; (c) of which more than 80% (by number of 
votes) of the Voting Stock is owned by the Company and/or one or more 
Restricted Subsidiaries of the Company; and (iii) which has been designated by 
the Board of Directors of the Company to be included in the definition of 
Restricted Subsidiary for all purposes of this Indenture in accordance with 
Section 12.21 hereof.

"Rule 144" means Rule 144 under the Securities Act and any successor rule 
thereto.

"Rule 144A" means Rule 144A under the Securities Act and any successor rule 
thereto.

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

"security" has the same meaning as in Section 2(1) of the Securities Act.

"Security Register" and "Security Registrar" have the respective meanings 
specified in Section 3.05(a).

"Senior Debt" means, with respect to the Company, all Indebtedness of the 
Company for borrowed money or incurred in connection with the acquisition of 
assets which is not expressed to be subordinate or junior to any other 
Indebtedness of the Company and all Indebtedness of Restricted Subsidiaries 
for borrowed money or incurred in connection with the acquisition of assets.

"Senior Guaranties" means, with respect to the Company, all Guaranties of the 
Company which are not expressed to be subordinated or junior to any other 
Indebtedness of the Company and all Guaranties of Restricted Subsidiaries.

"Senior Obligations" means, with respect to the Company, the sum of (i) the 
aggregate unpaid principal amount of Senior Debt, (ii) the aggregate 
outstanding contingent liability with respect to Senior Guaranties, (iii) the 
aggregate amount of Capitalized Rentals and (iv) recourse obligations of the 
Company under Receivables Securitization Transactions.

"Special Record Date" for the payment of any Defaulted Interest means a date 
fixed by the Trustee pursuant to Section 3.07.

"Stated Maturity" when used with respect to any Note or any installment of 
principal thereof or premium thereon or interest thereon means the date 
specified in such Note, if any, representing such installment of interest, as 
the date on which the principal of such Note or such installment of principal, 
premium or interest is due and payable.

"Subordinated Debt" means, with respect to the Company, all unsecured 
Indebtedness of the Company for borrowed money which shall contain or have 
applicable thereto subordination provisions substantially identical in effect 
to those contained in Exhibit B hereof or such other provisions as may be 
approved in writing by the holders of not less than 66-2/3% in aggregate 
principal amount of the Notes of any series Outstanding.

"Subordinated Guaranties" means, with respect to the Company, all Guaranties 
of the Company which shall contain or have applicable thereto subordination 
provisions substantially identical in effect to those contained in Exhibit B 
hereof or such other provisions as may be approved in writing by the holders 
of not less than 66 2/3% in aggregate principal amount of the Notes of any 
series Outstanding.

"Subordinated Obligations" means, with respect to the Company, the sum of (i) 
the aggregate unpaid principal amount of Subordinated Debt, and (ii) the 
aggregate outstanding contingent liability with respect to Subordinated 
Guaranties of the Company.

"Subsidiary" of any Person means (i) any corporation more than 50% of the 
outstanding Voting Stock of which is owned or controlled, directly or 
indirectly, by such Person or by one or more other Subsidiaries of such 
Person, or by such Person and one or more other Subsidiaries thereof or (ii) 
any limited partnership of which such Person or any Subsidiary of such Person 
is a general partner or (iii) any other Person (other than a corporation or 
limited partnership) in which such Person, or one or more other Subsidiaries 
of such Person, or such Person and one or more other Subsidiaries thereof, 
directly or indirectly, has more than 50% of the outstanding partnership or 
similar interests or has the power, by contract or otherwise, to direct or 
cause the direction of the policies, management and affairs thereof.

"Total Debt" means the sum of Senior Obligations and Subordinated Obligations.

"Trust Indenture Act" means the Trust Indenture Act of 1939, as amended and as 
in force at the date as of which this instrument was executed, except as 
provided in Section 11.05.


"Trustee" means the Person named as the "Trustee" in the first paragraph of 
this instrument until a successor Trustee shall have become such pursuant to 
the applicable provisions of this Indenture, and thereafter "Trustee" shall 
mean or include each Person who is then a Trustee hereunder, and if at any 
time there is more than one such Person, "Trustee" as used with respect to the 
Notes of any series shall mean the Trustee with respect to Notes of such 
series.

"United States" means the United States of America (including each of the 
States thereof and the District of Columbia), and its territories and 
possessions.

"Unrestricted Subsidiary" means any Subsidiary that has not been designated as 
a Restricted Subsidiary.

"Voting Stock" of any Person means Capital Stock of such Person which 
ordinarily has voting power for the election of directors (or persons 
performing similar functions) of such Person, whether at all times or only as 
long as no senior class of securities has such voting power by reason of any 
contingency.

"Weighted Average Life to Maturity" with respect to any Indebtedness of the 
Company means, at the time of calculation thereof, the number of years 
obtained by dividing the then remaining dollar-years of such Indebtedness by 
the then outstanding principal amount of such Indebtedness.  For purposes of 
this definition, "remaining dollar-years" of any Indebtedness means, at any 
time, the amount obtained by (a) multiplying the amount of each then remaining 
installment, sinking fund, serial maturity or other required payment, 
including payment at final maturity, by the number of years (calculated to the 
nearest one-twelfth) which will elapse between the time in question and the 
making of that payment and (b) totaling all of the products obtained in clause 
(a) above.

"Wholly-Owned Restricted Subsidiary" means, (i) with respect to any Person 
other than the Company, a Wholly-Owned Subsidiary of such Person and (ii) with 
respect to the Company, a Restricted Subsidiary of the Company of which all of 
the outstanding Capital Stock (other than directors' qualifying shares) shall 
at the time be owned, either directly or indirectly, by the Company.

"Wholly-Owned Subsidiary" of any Person means a Subsidiary of such Person of 
which all of the outstanding Capital Stock (other than directors' qualifying 
shares) shall at the time be owned by such Person, either directly or 
indirectly through ownership of one or more Wholly-Owned Subsidiaries of such 
Person.

		SECTION 1.02.  Compliance Certificates and Opinions.  Upon any 
application or request by the Company to the Trustee to take any action under 
any provision of this Indenture, the Company shall furnish to the Trustee an 
Officers' Certificate stating that all conditions precedent, if any, provided 
for in this Indenture relating to the proposed action have been complied with 
and an Opinion of Counsel stating that in the opinion of such counsel all such 
conditions precedent, if any, have been complied with, except that in the case 
of any such application or request as to which the furnishing of such 
documents is specifically required by any provision of this Indenture relating 
to such particular application or request, no additional certificate or 
opinion need be furnished.

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

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

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

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

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

		SECTION 1.03.  Form of Documents Delivered to Trustee.  In any 
case where several matters are required to be certified by, or covered by an 
opinion of, any specified Person, it is not necessary that all such matters be 
certified by, or covered by the opinion of, only one such Person, or that they 
be so certified or covered by only one document, but one such Person may 
certify or give an opinion with respect to some matters and one or more other 
such Persons as to other matters, and any such Person may certify or give an 
opinion as to such matters in one or several documents.

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

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

		SECTION 1.04.  Notices, etc., to Trustee and Company.  Except as 
otherwise expressly provided herein, any request, demand, authorization, 
direction, notice, consent, waiver or other Act of Holders or other document 
provided or permitted by this Indenture to be made upon, given or furnished 
to, or filed with,

		(1)  the Trustee by any Holder or the Company shall be sufficient 
for every purpose hereunder if in writing (in the English language) and (a) 
delivered in person, (b) sent by mail, first class or air mail postage 
prepaid, (c) delivered by telecopy or facsimile, with a copy immediately 
thereafter sent by mail, first class or air mail postage prepaid, or (d) 
delivered by overnight courier, to the Trustee at its Corporate Trust Office, 
Attention: Corporate Trust Administration, or

		(2)  the Company by the Trustee or by any Holder shall be 
sufficient for every purpose hereunder if in writing (in the English language) 
and (a) delivered in person, (b) sent by mail, first class or air mail postage 
prepaid, (c) delivered by telecopy or facsimile, with a copy immediately 
thereafter sent by mail, first class or air mail postage prepaid, or (d) 
delivered by overnight courier, to the Company at the address of its principal 
office specified in the first paragraph of this instrument or at any other 
address previously furnished in writing to the Trustee and the Holders by the 
Company, Attention: President.

	Any such request, demand, authorization, direction, notice, consent, 
waiver or other Act of Holders or other document provided or permitted by this 
Indenture shall be deemed to have been made, given or furnished: (i) if 
delivered in person, when delivered; (ii) if delivered by mail, first class or 
air mail postage prepaid, on the third Business Day after mailing; (iii) if 
delivered by telecopy or facsimile, on the date of transmission if transmitted 
on a Business Day before 4:00 p.m. or, if not, on the next succeeding Business 
Day; or (iv) if delivered by overnight courier, one Business Day after 
delivery to such courier.

		SECTION 1.05.  Notice of Holders; Waiver.  Where this Indenture 
provides for the giving of notice to Holders of any event, (1) such notice 
shall be sufficiently given to Holders (unless otherwise herein expressly 
provided) if in writing and mailed, first-class postage prepaid, to such 
Holders as their names and addresses appear in the Security Register, within 
the time prescribed; provided, however, that, in any case, any notice to 
Holders of Floating Rate Notes regarding the determination of a periodic rate 
of interest, if such notice is required pursuant to Section 3.01, shall be 
sufficiently given if given in the manner specified pursuant to Section 3.01.

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

		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 on such waiver.  In any case where notice to Holders 
is given by mail, neither the failure to mail such notice nor any defect in 
any notice so mailed to any particular Holder shall affect the sufficiency of 
such notice with respect to other Holders, and any notice that is mailed in 
the manner herein provided shall be conclusively presumed to have been duly 
given.

		SECTION 1.06.  Incorporation by Reference to Trust Indenture Act. 
 Whenever this Indenture refers to a provision of the Trust Indenture Act, the 
provision is incorporated by reference in and made a part of this Indenture.  
The following Trust Indenture Act terms incorporated by reference in this 
Indenture have the following meanings:

		"Bankruptcy Act" means the Bankruptcy Code.

		"indenture securities" means the Notes.

		"indenture security holder" means a Holder.

		"indenture to be qualified" means this Indenture.

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

		"obligor" on the indenture securities means the Company, or any 
other obligor on the Notes, if any.
	
	All other Trust Indenture Act terms used or incorporated by reference in 
this Indenture that are defined by the Trust Indenture Act, defined by Trust 
Indenture Act reference to another statute or defined by Commission rule have 
the meanings assigned to them therein.

		SECTION 1.07.  Conflict with Trust Indenture Act.  Notwithstanding 
that this Indenture is not required to be qualified under the Trust Indenture 
Act, if any provision hereof limits, qualifies or conflicts with the duties 
imposed by Sections 310 through 317, inclusive, of the Trust Indenture Act, 
such imposed duties shall control.

		SECTION 1.08.  Effect of Headings and Table of Contents.  The 
Article and Section headings herein and the Table of Contents are for 
convenience of reference only and shall not affect the construction hereof.

		SECTION 1.09.  Successors and Assigns.  All covenants and 
agreements in this Indenture by the parties hereto shall bind their respective 
successors and assigns and inure to the benefit of their permitted successors 
and assigns, whether so expressed or not.

		SECTION 1.10.  Severability Clause.  In case any provision in this 
Indenture or in the Notes shall be invalid, illegal or unenforceable, the 
validity, legality and enforceability of the remaining provisions shall not in 
any way be affected or impaired thereby.

		SECTION 1.11.  Benefits of Indenture.  Nothing in this Indenture 
or in the Notes, express or implied, shall give to any Person, other than the 
parties hereto and their successors hereunder, any Security Registrar, any 
Paying Agent, and the Holders, any benefit or any legal or equitable right, 
remedy or claim under this Indenture.

		SECTION 1.12.  Governing Law.  This Indenture and the Notes shall 
for all purposes be governed by and construed in accordance with the laws of 
the State of New York without regard to the conflicts of law rules of said 
State.

		SECTION 1.13.  Legal Holidays.  Unless otherwise specified 
pursuant to Section 3.01, in any case where any Interest Payment Date, 
Redemption Date, Maturity or other payment date of any Note of any series 
shall not be a Business Day at any Place of Payment for the Notes of that 
series, then (notwithstanding any other provision of this Indenture or of the 
Notes, except Section 3.01 hereof as aforesaid) such payment of principal (and 
premium, if any) or interest 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 such Interest Payment 
Date, Redemption Date, Maturity or other payment date, and no interest shall 
accrue on such payment for the period from and after such Interest Payment 
Date, Redemption Date, Maturity or other payment date, as the case may be, to 
such next succeeding Business Day.

ARTICLE II

Note Forms

		SECTION 2.01. Forms Generally.  The Notes of each series shall be 
substantially in one of the forms established in or pursuant to a Board 
Resolution and set forth in an Officers' Certificate, or one or more 
indentures supplemental hereto, and shall have such appropriate insertions, 
omissions, substitutions and other variations as are required or permitted by 
this Indenture, and may have such letters, numbers or other marks of 
identification or designation and such legends (including, but not limited to, 
legends as to the status of such Notes as "restricted securities" within the 
meaning of Rule 144 under the Securities Act and the nature of any transfer 
restrictions associated therewith, and as to original issue discount) 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 any law or with any rule or regulation made pursuant thereto or 
with any rule or regulation of any securities exchange on which any series of 
the Notes may be listed or of any automated quotation system on which any such 
series may be quoted, or to conform to usage, all as determined by the 
officers executing such Notes as conclusively evidenced by their execution of 
such Notes.  If the form of a series of Notes is established in or pursuant to 
a Board Resolution, a copy of such Board Resolution shall be delivered to the 
Trustee at or prior to the delivery of the Officers' Certificate setting forth 
the form of such series.

		Upon issuance, the Notes of any series may be represented by one 
or more Global Notes or by Notes in individual certificated form.

		The Notes of each series shall be printed, lithographed or 
engraved or produced by any combination of these methods on steel engraved 
borders or may be produced in any other manner, all as determined by the 
officers executing such Notes, as conclusively evidenced by their execution of 
such Notes, subject, however, with respect to the Notes of any particular 
series, to the rules of any securities exchange or quotation system on which 
such Notes are listed or quoted and, with respect to Global Notes, to the 
rules of the Depositary.

		SECTION 2.02.  Form of Trustee's Certificate of Authentication.  
The form of the Trustee's certificate of authentication to be borne by the 
Notes shall be substantially as follows:

		TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Notes referred to in the within-mentioned 
Indenture.

					THE FIRST NATIONAL BANK OF CHICAGO,
					     as Trustee
					By____________________________________
					          Authorized Signatory

		SECTION 2.03.  Form of Trustee's Certificate of Authentication by 
an Authenticating Agent.  If at any time there shall be an Authenticating 
Agent appointed with respect to any series of Notes, then the Trustee's 
Certificate of Authentication by such Authenticating Agent to be borne by 
Notes of each such series shall be substantially as follows:

		TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Notes referred to in the within-mentioned 
Indenture.

					THE FIRST NATIONAL BANK OF CHICAGO,
					    as Trustee
					By
					         Authenticating Agent

					By
					        Authorized Signatory


		SECTION 2.04.  Form of Global Notes.  (a) If the Company shall 
establish pursuant to Section 3.01 that the Notes of a series are to be issued 
in whole or in part in the form of one or more Global Notes, then the Company 
shall execute and the Trustee shall authenticate and deliver one or more 
Global Notes that (i) shall represent an aggregate amount equal to the 
aggregate principal amount of the Outstanding Notes of such series to be 
represented by one or more Global Notes, (ii) shall be registered in the name 
of the Depositary for such Global Note or Global Notes or the nominee of such 
Depositary, (iii) shall be delivered by the Trustee to such Depositary or 
pursuant to such Depositary's instruction and (iv) shall bear a legend 
substantially to the following effect: 

"Unless this certificate is presented by an authorized representative of the 
Depositary to the Issuer or its agent for registration of transfer, exchange, 
or payment, and any certificate issued is registered in the name of the 
nominee of the Depositary or in such other name as is requested by an 
authorized representative of the Depositary (and any payment is made to the 
nominee of the Depositary or to such other entity as is requested by an 
authorized representative of the Depositary), ANY TRANSFER, PLEDGE, OR OTHER 
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as 
the registered owner hereof, the nominee of the Depositary, has an interest 
herein."

		(b) Except as provided in Section 3.05(b) or the terms of such 
Global Note so expressly permit, a Global Note may be transferred, in whole 
but not in part, only to a nominee of the Depositary for such Global Note, or 
to the Depositary, or to a successor Depositary selected or approved by the 
Company, or to a nominee of such successor Depositary.  A legend to the 
foregoing effect will also appear on a Global Note.  Such legend shall take 
the following form: 

"Unless and until it is exchanged in whole or in part for the individual Notes 
represented hereby, this Global Note may not be transferred except as a whole 
by the Depositary to a nominee of the Depositary or by a nominee of the 
Depositary to the Depositary or another nominee of the Depositary or by the 
Depositary or any such nominee to a successor Depositary or a nominee of such 
successor Depositary."
		


ARTICLE III

The Notes

		SECTION 3.01.  Amount Unlimited; Issuable in Series.  The 
aggregate principal amount of Notes that may be authenticated and delivered 
under this Indenture is unlimited.

		The Notes may be issued in one or more series and the Notes of a 
series may include both Fixed Rate Notes and Floating Rate Notes.  There shall 
be established in or pursuant to a Board Resolution, and set forth in an 
Officers' Certificate, or established in one or more indentures supplemental 
hereto, prior to the issuance of Notes of any series:

		(1)	the form of the Notes of such series;

		(2)	the title of the Notes of the series (which shall 
distinguish the Notes of such series from all other series of Notes);

		(3)	the limit, if any, upon the aggregate principal amount of 
the Notes of the series that may be authenticated and delivered under this 
Indenture (except for Notes authenticated and delivered upon transfer of, or 
in exchange for, or in lieu of, other Notes of such series pursuant to Section 
3.04, 3.05, 3.06, 11.06 or 13.07);

		(4)	the dates on which or periods during which the Notes of the 
series may be issued, and the dates on, or the range of dates within, which 
the principal of (and premium, if any, on) the Notes of such series are or may 
be payable;

		(5)	the rate or rates or the method of determination thereof at 
which the Notes of the series shall bear interest, if any, the date or dates 
from which such interest shall accrue, the Interest Payment Dates on which 
such interest shall be payable, the Regular Record Dates for the interest 
payable on such Interest Payment Dates;

		(6)	the places, if any, in addition to or instead of the 
Corporate Trust Office of the Trustee where the principal of (and premium, if 
any) and interest on Notes of the series shall be payable;

		(7)	the obligation, if any, of the Company to redeem or 
repurchase Notes of the series pursuant to any sinking fund or analogous 
provisions or at the option of a Holder and the periods within which or the 
dates on which, the prices at which and the terms and conditions upon which 
Notes of the series shall be redeemed or repurchased, in whole or in part, 
pursuant to such obligation;

		(8)	the periods within which or the dates on which, the prices 
at which and the terms and conditions upon which Notes of the series may be 
redeemed or repaid, if any, in whole or in part, at the option of the Company, 
a Holder or otherwise;

		(9)	the denominations in which individual Notes of the series 
shall be issuable;

		(10)	whether the Notes of the series are to be issued as Discount 
Notes and, if so, the amount of discount with which such Notes may be issued;

		(11)	 provisions, if any, for the defeasance of Notes of the 
series;

		(12)	 whether the Notes of the series are to be issued in whole 
or in part in the form of one or more Global Notes and, in such case, the 
Depositary for such Global Note or Global Notes and the terms and conditions, 
if any, upon which interests in such Global Note or Global Notes may be 
exchanged in whole or in part for the individual Notes represented thereby;

		(13)	 if other than Dollars, the Currency in which Notes of the 
series shall be denominated or in which payment of the principal of (and 
premium, if any) and interest on Notes of the series may be made and any other 
terms concerning such payment;

		(14)	 if the principal of (and premium, if any) or interest on 
Notes of the series are to be payable, at the election of the Company or a 
Holder thereof, in a Currency other than that in which the Notes are 
denominated or payable without such election, the periods within which and the 
terms and conditions upon which such election may be made and the time and the 
manner of determining the exchange rate between the Currency in which the 
Notes are denominated or payable without such election and the Currency in 
which the Notes are to be paid if such election is made;

		(15)	 if the amount of payments of principal of (and premium, if 
any) or interest on the Notes of the series may be determined with reference 
to a base rate or index including, but not limited to, an index based on a 
Currency or Currencies other than that in which the Notes are payable, the 
manner in which such amounts shall be determined;

		(16)	 any additional Events of Default or restrictive covenants 
provided for with respect to Notes of the series; and
	
		(17)	 any other terms of the series (which terms shall not be 
inconsistent with the provisions of this Indenture).

		All Notes of any one series shall be substantially identical in 
form except as to denomination and except as may otherwise be provided in or 
pursuant to such Board Resolution and set forth in such Officers' Certificate 
or in any such indenture supplemental hereto.  Notwithstanding that all Notes 
of a series will vote together for purposes of this Indenture, not all Notes 
of any one series need be issued at the same time or with the same terms and, 
unless otherwise provided, a series may be reopened for issuance of additional 
Notes of such series.

		If any of the terms of a series of Notes is established in or 
pursuant to a Board Resolution, a copy of such Board Resolution shall be 
delivered to the Trustee at or prior to the delivery of the Officers' 
Certificate setting forth the terms of the series.

		SECTION 3.02.  Denominations.  In the absence of any specification 
pursuant to Section 3.01 with respect to Notes of any series, the Notes of 
such series shall be issuable only in denominations of $150,000 and any larger 
amount that is an integral multiple of $25,000 and shall be payable only in 
Dollars.

		SECTION 3.03.  Execution, Authentication, Delivery and Dating.  
(a)  The Notes of any series shall be executed on behalf of the Company by any 
two of its Chairman, Vice Chairman, President, Vice Presidents, Treasurer or 
Assistant Treasurer under its corporate seal reproduced thereon and attested 
by its Secretary or one of its Assistant Secretaries.  The signature of any of 
these officers may be manual or facsimile.

		Notes 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 Notes or 
did not hold such offices at the date of such Notes.

		(b)	At any time and from time to time after the execution and 
delivery of this Indenture, the Company may deliver, or cause to be delivered, 
Notes of any series, executed by the Company, to the Trustee for 
authentication, together with a Company Order for the authentication and 
delivery of such Notes and the Trustee in accordance with the Company Order 
shall authenticate and deliver such Notes.  The Trustee shall be entitled to 
receive, prior to the authentication and delivery of the first Notes of such 
series, the supplemental indenture or the Board Resolution by or pursuant to 
which the form and terms of such Notes have been approved, an Officers' 
Certificate as to the absence of any event that is, or after notice or lapse 
of time or both would become, an Event of Default and an Opinion of Counsel 
stating that:

		(i)	all instruments furnished by the Company to the Trustee in 
connection with the authentication and delivery of such Notes conform to the 
requirements of this Indenture and constitute sufficient authority hereunder 
for the Trustee to authenticate and deliver such Notes;

		(ii)	the forms and terms of such Notes have been established in 
conformity with the provisions of this Indenture;

		(iii)	in the event that the forms or terms of such Notes have been 
established in a supplemental indenture, the execution and delivery of such 
supplemental indenture has been duly authorized by all necessary corporate 
action of the Company, such supplemental indenture has been duly executed and 
delivered by the Company and, assuming due authorization, execution and 
delivery by the Trustee, is a valid and binding obligation enforceable against 
the Company in accordance with its terms (subject, as to the enforcement of 
remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or 
other laws affecting creditors' rights generally from time to time in effect) 
and subject to such other customary exceptions as counsel shall request and as 
to which the Trustee shall not reasonably object;

		(iv)	the execution and delivery of such Notes have been duly 
authorized by all necessary corporate action of the Company and such Notes 
have been duly executed by the Company, and all laws and other requirements 
with respect to the execution and delivery of the Notes by the Company have 
been complied with by the Company, and, assuming due authentication by the 
Trustee, and upon receipt of payment therefore will be valid and binding 
obligations enforceable against the Company in accordance with their terms and 
entitled to the benefits of the Indenture (subject, as to the enforcement of 
remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or 
other laws affecting creditors' rights generally from time to time in effect) 
and subject to such other customary exceptions as counsel shall request; and

		(v)	the amount of Notes Outstanding of such series, together 
with the amount of such Notes, does not exceed any limit established under the 
terms of this Indenture on the amount of Notes of such series that may be 
authenticated and delivered.

		If all of the Notes of a series are not to be originally issued at 
the same time, then the documents required to be delivered pursuant to this 
Section 3.03(b) must be delivered only once, prior to the authentication and 
delivery of the first Note of such series; provided, however, that any 
subsequent request by the Company to the Trustee to authenticate Notes of such 
series upon original issuance shall constitute a representation and warranty 
by the Company that, as of the date of such request, the statements made in 
the Officers' Certificate delivered pursuant to this Section 3.03(b) shall be 
true and correct as if made on such date.

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

		(d)	The Trustee shall not be required to authenticate any Notes 
if the issuance of such Notes pursuant to this Indenture will adversely affect 
the Trustee's own rights, duties or immunities under this Indenture.

		(e)	Each Note shall be dated the date of its authentication, 
except as otherwise provided pursuant to Section 3.01 with respect to the 
Notes of such series.

		(f)	No Note shall be entitled to any benefit under this 
Indenture or be valid or obligatory for any purpose unless there appears on 
such Note a certificate of authentication substantially in one of the forms 
provided for herein duly executed by the Trustee or by an Authenticating Agent 
by manual signature of one of its authorized signatories, and such certificate 
upon any Note shall be conclusive evidence, and the only evidence that such 
Note has been duly authenticated and delivered hereunder and is entitled to 
the benefits of this Indenture.

		SECTION 3.04.  Temporary Notes.  Pending the preparation of 
definitive Notes of any series, the Company may execute, and upon Company 
Order the Trustee shall authenticate and deliver, temporary Notes that are 
printed, lithographed, typewritten, mimeographed or otherwise produced, in any 
authorized denomination, substantially of the tenor of the definitive Notes in 
lieu of which they are issued, and with such appropriate insertions, 
omissions, substitutions and other variations as the officers executing such 
Notes, may determine, as conclusively evidenced by their execution of such 
Notes.  Any such temporary Note may be in global form, representing all or a 
portion of the Outstanding Notes of such series.  Every such temporary Note 
shall be executed by the Company and shall be authenticated and delivered by 
the Trustee upon the same conditions and in substantially the same manner, and 
with the same effect, as the definitive Note or Notes in lieu of which it is 
issued.

		If temporary Notes of any series are issued, the Company will 
cause definitive Notes of such series to be prepared without unreasonable 
delay.  After (a) the preparation of definitive Notes of such series, the 
temporary Notes of such series shall be exchangeable for definitive Notes of 
such series upon surrender of the temporary Notes of such series at the office 
or agency of the Company in a Place of Payment for such series, without charge 
to the Holder, except as provided in Section 3.05 in connection with a 
transfer, and (b) upon surrender for cancellation of any one or more temporary 
Notes of any series the Company shall execute and the Trustee shall 
authenticate and deliver in exchange therefor a like principal amount of 
definitive Notes of the same series of authorized denominations and of like 
tenor.  Until so exchanged, temporary Notes of any series shall in all 
respects be entitled to the same benefits under this Indenture as definitive 
Notes of such series.

		Upon any exchange of a portion of a temporary Global Note for a 
definitive Global Note or for the individual Notes represented thereby 
pursuant to this Section 3.04 or Section 3.05, the temporary Global Note shall 
be endorsed by the Trustee to reflect the reduction of the principal amount 
evidenced thereby, whereupon the principal amount of such temporary Global 
Note shall be reduced for all purposes by the amount so exchanged and 
endorsed.

		SECTION 3.05.  Registration, Transfer and Exchange.  (a) The 
Company shall, in accordance with Section 12.02 hereof, maintain an office or 
agency where the Notes of each series may be presented for registration of 
transfer or exchange.  The Company shall cause to be kept at such office 
(which, unless otherwise specified, shall be the Corporate Trust Office of the 
Trustee in the Borough of Manhattan, The City of New York) a register for each 
series of Notes (the registers maintained in such office and 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 of Notes and of transfers and exchanges of Notes.  Such Security 
Register shall be in written form or in any other form capable of being 
converted into written form within a reasonable period of time.  At all 
reasonable times the Security Register shall be open for inspection by the 
Company.  The Trustee is hereby initially appointed "Security Registrar" for 
the purpose of registering Notes and registering transfers and exchanges of 
Notes as herein.
	
		The Company may at its option replace the Trustee as Security 
Registrar and may appoint one or more Paying Agents with respect to any series 
of Notes.  The Company shall enter into an appropriate agency agreement with 
any Person designated by the Company as a Security Registrar or Paying Agent 
with respect to a series of Notes that is not a party to this Indenture, which 
agreement shall implement the provisions of this Indenture (including, where 
applicable, the provisions of the Trust Indenture Act incorporated herein) 
that relate to such Security Registrar or Paying Agent.  Prior to the 
designation of any such Person, the Company shall, by written notice (which 
notice shall include the name and address of such Person), inform the Trustee 
of such designation.  If the Company fails to designate a Security Registrar 
or Paying Agent for any series of Notes, the Trustee shall act as such.

		Upon surrender for registration of transfer of any Note of any 
series at the office or agency of the Company maintained for such purpose, the 
Company shall (subject to the receipt of requested information, if applicable, 
as provided below) execute, and the Trustee or any Authenticating Agent shall 
authenticate and deliver, in the name of the designated transferee, one or 
more new Notes of the same series of any authorized denomination or 
denominations of like tenor and aggregate principal amount.  If the Note being 
transferred is a "restricted security" within the meaning of Rule 144 of the 
Securities Act, the Company or the Trustee may request, and if so requested 
the transferor and/or its designated transferee shall provide, such 
documentation as may be reasonably required by the Company or the Trustee to 
establish compliance with applicable law regarding transfers of restricted 
securities.

		At the option of the Holder, Notes of any series may be exchanged 
for other Notes of the same series of any authorized denomination or 
denominations of like tenor and aggregate principal amount, upon surrender of 
the Notes to be exchanged at the office or agency of the Company maintained 
for such purpose.

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

		(b)	If at any time the Depositary for the Notes of a series 
notifies the Company that it is unwilling or unable to continue as Depositary 
for the Notes of such series or if at any time the Depositary for the Notes of 
such series shall no longer be eligible under Section 3.03(c), the Company 
shall appoint a successor Depositary with respect to the Notes of such series. 
 If a successor Depositary for the Notes of such series is not appointed by 
the Company within 90 days after the Company receives such notice or becomes 
aware of such ineligibility, the Company's election pursuant to Section 
3.01(12) shall no longer be effective with respect to the Notes of such series 
and the Company will execute, and the Trustee, upon receipt of a Company Order 
for the authentication and delivery of individual Notes of such series, will 
authenticate and deliver, individual Notes of such series in an aggregate 
principal amount equal to the principal amount of the Global Note or Global 
Notes representing Notes of such series in exchange for such Global Note or 
Global Notes.

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

		If specified by the Company pursuant to Section 3.01 with respect 
to a series of Notes, or if required by the rules of the Depositary or 
applicable law, the Depositary for such series of Notes may surrender a Global 
Note for such series of Notes in exchange in whole or in part for individual 
Notes of such series 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 service charge, 

		(i)	to each Person specified by such Depositary a new individual 
Note or Notes of the same series, of any authorized denomination as requested 
by such Person in aggregate principal amount equal to and in exchange for such 
Persons' beneficial interest in the Global Note; and

		(ii)	to such Depositary a new Global Note in a denomination equal 
to the difference, if any, between the principal amount of the surrendered 
Global Note and the aggregate principal amount of individual Notes delivered 
to Holders thereof.

		Upon the exchange of a Global Note, in whole or in part, for 
individual Notes, such Global Note shall be cancelled by the Trustee.  
Individual Notes issued in exchange for a Global Note pursuant to this Section 
shall be registered in such names and in such authorized denominations as the 
Depositary for such Global Note, pursuant to instructions from its direct or 
indirect participants or otherwise, shall instruct the Trustee.  The Trustee 
shall deliver such Notes to the Persons in whose names such Notes are so 
registered. 

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

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

		No service charge will be made for any registration of transfer or 
exchange of Notes, 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 Notes, other than exchanges 
pursuant to Section 3.04, 11.06 or 13.07 not involving any transfer.

		The Company shall not be required (i) to register, transfer or 
exchange Notes of any series during a period beginning at the opening of 
business 15 days before the day of the transmission of a notice of redemption 
of Notes of such series selected for redemption under Section 13.03 and ending 
at the close of business on the day of such transmission, or (ii) to register, 
transfer or exchange any Note so selected for redemption in whole or in part, 
except the unredeemed portion of any Note being redeemed in part, or (iii) to 
register any transfer with respect to which the transferor or transferee, as 
applicable, has failed to provide information requested pursuant to Section 
3.05(a).

		(d)  In accordance with Section 12.09 hereof, and notwithstanding 
any other provision in this Indenture to the contrary, neither the Company nor 
the Security Registrar shall register the transfer of any Note if the 
transferor of such Note is the Company or an Affiliate of the Company.

		SECTION 3.06.  Mutilated, Destroyed, Lost and Stolen Notes.  If 
(i) any mutilated Note is surrendered to the Trustee at its Corporate Trust 
Office or (ii) the Company and the Trustee receive evidence to their 
satisfaction of the destruction, loss or theft of any Note, and there is 
delivered to the Company and the Trustee such security or indemnity as may be 
required by them to save each of them and any Paying Agent harmless, and 
neither the Company nor the Trustee receives notice that such Note has been 
acquired by a bona fide purchaser, then the Company shall execute and upon 
Company Request the Trustee shall authenticate and deliver, in exchange for or 
in lieu of any such mutilated, destroyed, lost or stolen Note, a new Note of 
the same series of like tenor, form, terms and principal amount, bearing a 
number not contemporaneously Outstanding.

		In case any such mutilated, destroyed, lost or stolen Note has 
become or is about to become due and payable, the Company in its discretion 
may, instead of issuing a new Note, pay the amount due on such Note in 
accordance with its terms.  

		Upon the issuance of any new Note 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 respect thereto and any other 
expenses (including the fees and expenses of the Trustee) connected therewith.

		Every new Note of any series issued pursuant to this Section shall 
constitute an original additional contractual obligation of the Company, 
whether or not the destroyed, lost or stolen Note 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 Notes of that 
series.

		The provisions of this Section are exclusive and shall preclude 
(to the extent lawful) all other rights and remedies with respect to the 
replacement or payment of mutilated, destroyed, lost or stolen Notes.

		SECTION 3.07.  Payment of Interest; Interest Rights Preserved.  
(a) Interest on any Note that 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 Note (or one or more Predecessor Notes) is registered at the close 
of business on the Regular Record Date for such interest notwithstanding the 
cancellation of such Note upon any transfer or exchange subsequent to the 
Regular Record Date.  Payment of interest on Notes shall be made at the 
Corporate Trust Office (except as otherwise specified pursuant to Section 
3.01) or, at the option of the Company, by check mailed to the address of the 
Person entitled thereto as such address shall appear in the Security Register 
or, if provided pursuant to Section 3.01 (and subject to any minimum amount 
for wire transfers specified pursuant thereto) and in accordance with 
arrangements satisfactory to the Trustee, at the option of the Holder by wire 
transfer to an account designated by the Holder.

		(b)	Any interest on any Note that is payable but is not 
punctually paid or duly provided for on any Interest Payment Date (herein 
called "Defaulted Interest") shall forthwith cease to be payable to the Holder 
on the relevant Regular Record Date by virtue of his having been such a 
Holder, and such Defaulted Interest may be paid by the Company, at its 
election in each case, as provided in clause (1) or (2) below:

		(1)	The Company may elect to make payment of any Defaulted 
Interest to the Persons in whose names such Notes (or their respective 
Predecessor Notes) 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 such Note and the 
date of the proposed payment, and at the same time the Company shall deposit 
with the Trustee an amount of money 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 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 mailed, 
first-class postage prepaid, to the Holders of such Notes at their addresses 
as they appear in the Security Register, not less than 10 days prior to such 
Special Record Date.  Notice of the proposed payment of such Defaulted 
Interest and the Special Record Date therefor having been mailed as aforesaid, 
such Defaulted Interest shall be paid to the Persons in whose names such Notes 
(or their respective Predecessor Notes) are registered at the close of 
business on such Special Record Date and shall no longer be payable pursuant 
to the following clause (2).

		(2)	The Company may make payment of any Defaulted Interest on 
Notes in any other lawful manner not inconsistent with the requirements of any 
securities exchange on which such Notes 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.

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

		SECTION 3.08.  Cancellation.  Unless otherwise specified pursuant 
to Section 3.01 for Notes of any series, all Notes surrendered for payment, 
redemption, transfer, exchange or credit against any sinking fund shall, if 
surrendered to any Person other than the Trustee, be delivered to the Trustee 
and shall be promptly cancelled by it.  The Company may at any time deliver to 
the Trustee for cancellation any Notes previously authenticated and delivered 
hereunder that the Company may have acquired in any manner whatsoever, and all 
Notes so delivered shall be promptly cancelled by the Trustee.  No Notes shall 
be authenticated in lieu of or in exchange for any Notes cancelled as provided 
in this Section, except as expressly permitted by this Indenture.  All 
cancelled Notes held by the Trustee shall be delivered to the Company for 
destruction.  The acquisition of any Notes by the Company shall not operate as 
a redemption or satisfaction of the indebtedness represented thereby unless 
and until such Notes are surrendered to the Trustee for cancellation.

		SECTION 3.09.  Computation of Interest.  Except as otherwise 
specified pursuant to Section 3.01 for Notes of any series, interest on the 
Notes of each series shall be computed on the basis of a 360-day year of 
twelve 30-day months.

		SECTION 3.10.  Currency of Payments in Respect of Notes.  (a)  
Except as otherwise specified pursuant to Section 3.01 for Notes of any 
series, payment of the principal of (and premium, if any) and interest on 
Notes of such series will be made in Dollars.

		(b)	For purposes of any provision of the Indenture where the 
Holders of Outstanding Notes may perform an Act that requires that a specified 
percentage of the Outstanding Notes of all series perform such Act and for 
purposes of any decision or determination by the Trustee of amounts due and 
unpaid for the principal of (and premium, if any) and interest on the Notes of 
all series in respect of which moneys are to be disbursed ratably, the 
principal of (and premium, if any) and interest on the Outstanding Notes 
denominated in a Currency other than Dollars will be the amount in Dollars 
based upon exchange rates, determined as specified pursuant to Section 3.01 
for Notes of such series, as of the date for determining whether the Holders 
entitled to perform such Act have performed it or as of the date of such 
decision or determination by the Trustee, as the case may be.

		(c)	Any decision or determination to be made regarding exchange 
rates shall be made by an agent appointed by the Company; provided that such 
agent shall accept such appointment in writing and the terms of such 
appointment shall be acceptable to the Trustee and shall, in the opinion of 
the Company and the Trustee at the time of such appointment, require such 
agent to make such determination by a method consistent with the method 
provided pursuant to Section 3.01 for the making of such decision or 
determination.  All decisions and determinations of such agent regarding 
exchange rates shall be in its sole discretion and shall, in the absence of 
manifest error, be conclusive for all purposes and irrevocably binding upon 
the Company, the Trustee and all Holders of the Notes.

		SECTION 3.11.  Payments in Designated Currencies.  The Company may 
provide pursuant to Section 3.01 for Notes of any series that the obligation 
of the Company to pay the principal of (and premium, if any) and interest, if 
any, on the Notes of such series be made in a Currency (the "Designated 
Currency") other than Dollars.  In such case, the Company agrees that (a) to 
the fullest extent possible under applicable law, judgments in respect of such 
Notes shall be given in the Designated Currency; (b) the obligation of the 
Company to make payments in the Designated Currency of the principal of (and 
premium, if any) and interest, if any, on such Notes shall, notwithstanding 
any payment in any other Currency (whether pursuant to a judgment or 
otherwise), be discharged only to the extent of the amount in the Designated 
Currency that the Holder receiving such payment may, in accordance with normal 
banking procedures, purchase with the sum paid in such other Currency (after 
any premium and cost of exchange) on (i) the business day in the country of 
issue of the Designated Currency or in the international banking community (in 
the case of a composite currency) immediately following the day on which such 
Holder receives such payment or (ii) if the Holder is unable to purchase the 
Designated Currency in such country on such date, the next most practicable 
date thereafter; (c) if the amount in the Designated Currency that may be so 
purchased for any reason falls short of the amount originally due, the Company 
shall pay such additional amounts as may be necessary to compensate for such 
shortfall; and (d) any obligation of the Company not discharged by such 
payment shall be due as a separate and independent obligation and, until 
discharged as provided herein, shall continue in full force and effect.

		SECTION 3.12.  CUSIP Number.  The Company in issuing the Notes may 
use "CUSIP" numbers (if then generally in use) and, if so, the Trustee shall 
use the applicable CUSIP number or numbers in any notices to Holders as a 
convenience to such Holders; provided that any such notice may state that no 
representation is made as to the correctness or accuracy of the CUSIP number 
or numbers printed in the notice or on the Notes and that reliance may be 
placed only on the other identification numbers printed on the Notes.  The 
Company shall promptly notify the Trustee of any change in the CUSIP numbers.

ARTICLE IV

Satisfaction and Discharge

		SECTION 4.01.  Satisfaction and Discharge of Indenture. (A)  This 
Indenture shall cease to be of further effect (except that the Company's 
obligations under 4.03, 4.04, 4.05 and 6.07 shall survive) when all 
Outstanding Notes theretofore authenticated and issued hereunder have been 
delivered (other than any Notes which shall have been destroyed, lost or 
stolen and which shall have been replaced or paid as provided in Section 3.06) 
to the Trustee for cancellation and the Company has paid all sums payable 
hereunder and under the Notes.

		(B) If, pursuant to Section 3.01, provision is made for the 
defeasance of Notes (or certain restrictive covenants applicable thereto) of a 
series and if the Notes of such series are denominated and payable only in 
Dollars (except as provided pursuant to Section 3.01), then the provisions of 
this paragraph (B) shall be applicable (except as otherwise specified pursuant 
to Section 3.01) for Notes of such series.

		At the Company's option, either (a) the Company shall be deemed to 
have been Discharged from its obligations with respect to the Notes of any 
series on the 91st day after the applicable conditions set forth below have 
been satisfied or (b) the Company shall cease to be under any obligation to 
comply with any term, provision or condition set forth in Sections 10.01, 
12.12 through 12.21 (and, if so specified pursuant to Section 3.01, any other 
restrictive covenant added for the benefit of the Holders of such series 
pursuant to Section 3.01), or any Event of Default relating thereto, with 
respect to the Notes of such series at any time after the applicable 
conditions set forth below have been satisfied:

		(1)  the Company shall have deposited or caused to be deposited 
irrevocably with the Trustee as trust funds in trust, specifically pledged as 
security for, and dedicated solely to, the benefit of the Holders (i) money, 
(ii) Government Obligations, which through the payment of interest and 
principal in respect thereof in accordance with their terms will provide 
(without any reinvestment of such interest or principal), not later than one 
day before the due date of any payment, money or (iii) a combination of (i) 
and (ii) in an amount sufficient, in the opinion (with respect to (ii) and 
(iii)) of a nationally recognized firm of independent public accountants 
expressed in a written certification thereof delivered to the Trustee at or 
prior to the time of such deposit, to pay and discharge each installment of 
principal of (and premium, if any), and interest on, the Outstanding Notes of 
such series on the dates such installments of interest or principal (and 
premium, if any) are due;

		(2)  no Default or Event of Default with respect to this Indenture 
or the Notes of such series shall have occurred and be continuing on the date 
of such deposit or shall occur as a result of such deposit and such deposit 
will not result in a breach or violation of, or constitute a default under, 
any other instrument to which the Company is a party or by which it is bound, 
as evidenced to the Trustee in an Officers' Certificate delivered to the 
Trustee concurrently with such deposit;

		(3)  the Company shall have delivered to the Trustee an opinion of 
an independent tax counsel experienced in such matters to the effect that (and 
containing no qualification and no assumption, other than an assumption of 
fact customarily contained in legal opinions) the Holders of Notes of such 
series will not recognize income, gain or loss for Federal income tax purposes 
as a result of the Company's exercise of its option under this Section and 
will be subject to Federal income tax on the same amount and in the same 
manner and at the same time as would have been the case if such option had not 
been exercised, and, in the case of Notes being Discharged;

		(4)  the Company shall have delivered to the Trustee an Opinion of 
Counsel to the effect that the Company's exercise of its option under this 
provision will not result in any of the Company, the Trustee or the trust 
created by the Company's deposit of funds pursuant to this provision becoming 
or being deemed to be an "investment company" under the Investment Company Act 
of 1940, as amended; 

		(5)  the Company shall have paid or duly provided for payment of 
all amounts then due to the Trustee pursuant to Section 6.07; 

		(6)  the Company shall have delivered to the Trustee an Officers' 
Certificate and an Opinion of Counsel, each stating that all conditions 
precedent provided for herein relating to the satisfaction and discharge of 
this Indenture have been complied with; and

		(7)  the Company shall have delivered to the Trustee an Opinion of 
Counsel to the effect that, after the passage of 90 days after the deposit, 
the trust funds will not be subject to the effect of any applicable Federal or 
State bankruptcy, insolvency or similar law.

		SECTION 4.02.  Deposited Moneys and Government Obligations To Be 
Held in Trust.  Subject to the provisions of Section 4.04, all moneys and 
Government Obligations deposited with the Trustee pursuant to Section 4.01 in 
respect of Notes of a series shall be held in trust and applied by it, in 
accordance with the provisions of such Notes 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 Notes, of all sums due and to become due thereon for principal (and 
premium, if any) and interest.

		SECTION 4.03.  Repayment to Company.  The Trustee and any Paying 
Agent shall promptly pay or return to the Company upon Company Request any 
moneys or Government Obligations held by them at any time that are not 
required for the payment of the principal of (and premium, if any) and 
interest on the Notes of any series for which money or Government Obligations 
have been deposited pursuant to Section 4.01.

		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 (and 
premium, if any) or interest on any Note of any series and remaining unclaimed 
for two years after such principal (and premium, if any) or interest has 
become due and payable shall be paid to the Company upon Company Request, or 
(if then held by the Company) shall be discharged from such trust, and the 
Holder of such Note shall thereafter, as an unsecured general creditor, look 
only to the Company (unless applicable law designates another Person) 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 transmitted in the manner and to the extent 
provided by Section 1.05, 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 notification, any unclaimed balance of such money then remaining 
will be repaid to the Company.	

		SECTION 4.04.  Reinstatement.  If the Trustee is unable to apply 
any money or Government Obligations in accordance with Section 4.01 by reason 
of any legal proceeding or by reason of any order or judgment of any court or 
governmental authority enjoining, restraining or otherwise prohibiting such 
application, the Company's obligations under this Indenture with respect to 
the Notes and the Notes shall be revived and reinstated as though no deposit 
had occurred pursuant to Section 4.01 until such time as the Trustee is 
permitted to apply all such money or Government Obligations in accordance with 
Section 4.01; provided, however, that if the Company has made any payment of 
interest on or principal of (or premium, if any) any such Notes because of the 
reinstatement of the Company's obligations, the Company shall be subrogated to 
the rights of the Holders to receive such payment from the money or Government 
Obligations held by the Trustee.

		SECTION 4.05.  Indemnity.  The Company shall pay and indemnify the 
Trustee and the Holders of Notes, of any series as to which the Company's 
obligations under this Indenture have terminated against any tax, fee or other 
charge resulting from the deposit of cash in accordance with Section 4.01 and 
termination of the Company's obligations under this Indenture with respect to 
the Notes of such series.

ARTICLE V

Remedies

		SECTION 5.01.  Events of Default.  "Event of Default" wherever 
used herein with respect to Notes of any series means, unless otherwise 
provided with respect to Notes of a particular series pursuant to Section 
3.01, any one of the following events (whatever the reason for such Event of 
Default and whether it shall be voluntary or involuntary or be effected by 
operation of law, pursuant to any judgment, decree or order of any court or 
any order, rule or regulation of any administrative or governmental body):

		(1)	failure to pay any interest upon any Note of such series, 
when it becomes due and payable, and continuance of such default for a period 
of 30 days; or

		(2)	failure to pay the principal of (or premium, if any, on) any 
Note of such series at its Maturity, upon redemption, repurchase, acceleration 
or otherwise; or

		(3)	failure to make a deposit of any sinking fund payment, when 
and as due by the terms of any Note of such series; or

(4)	failure to perform or comply with any covenant or warranty 
of the Company in this Indenture or established in or pursuant to the Board 
Resolution or supplemental indenture, as the case may be, pursuant to which 
the Notes of such series were issued as contemplated by Section 3.01 (other 
than a covenant or warranty a default in whose performance or whose breach is 
elsewhere in this Section specifically dealt with or which expressly has been 
included in this Indenture solely for the benefit of Notes of a series other 
than such series), and continuance of such default or breach for a period in 
excess of 60 days 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 not less than 25% in principal amount of the Outstanding Notes of such 
series, a written notice specifying such default or breach and requiring it to 
be remedied and stating that such notice is a "Notice of Default" hereunder; 
or

(5)	the entry of a decree or order for relief in respect of the 
Company or any of its Restricted Subsidiaries by a court having jurisdiction 
in the premises in an involuntary case under the Bankruptcy Code, as now or 
hereafter constituted, or any other applicable Federal or state bankruptcy, 
insolvency or other similar law, or appointing a receiver, liquidator, 
assignee, custodian, trustee, sequestrator (or other similar official) of the 
Company or any of its Restricted Subsidiaries or of any substantial part of 
the Property of the Company or any of its Restricted Subsidiaries, or ordering 
the winding up or liquidation of the affairs of the Company or any of its 
Restricted Subsidiaries, and the continuance of any such decree or order 
unstayed and in effect for a period of 60 consecutive days, unless being 
contested in good faith by the Company; or

(6)	(i) the commencement by the Company or any of its Restricted 
Subsidiaries of a voluntary case under the Bankruptcy Code, as now or 
hereafter constituted, or any other applicable Federal or state bankruptcy, 
insolvency or other similar law, or (ii) the consent by it to the entry of an 
order for relief in an involuntary case under any such law or to the 
appointment of a receiver, liquidator, assignee, custodian, trustee, 
sequestrator (or other similar official) of the Company or any of its 
Restricted Subsidiaries or of any substantial part of the Property of the 
Company or any of its Restricted Subsidiaries, or (iii) the making of an 
assignment for the benefit of creditors by the Company or any of its 
Restricted Subsidiaries, or (iv) the admission in writing by the Company or 
any of its Restricted Subsidiaries of its inability to pay its debts generally 
as they become due, or (v) the taking of corporate action by the Company or 
any of its Restricted Subsidiaries in furtherance of any of clauses (i)-(iv); 
or

(7)	a default under any evidence of Indebtedness of the Company 
(other than the Notes) or any Restricted Subsidiary of the Company, or under 
any mortgage, indenture, or other instrument under which there may be issued 
or by which there may be secured or evidenced any Indebtedness of the Company 
or any Restricted Subsidiary of the Company, whether such Indebtedness now 
exists or is hereafter created, which default involves the failure to pay 
principal on such Indebtedness at the final maturity thereof or which has 
resulted in such Indebtedness becoming or being declared due and payable prior 
to the date on which it would otherwise become due and payable, in an 
aggregate amount in excess of $5,000,000; provided, however, that if such 
default under such evidence of Indebtedness shall be remedied or cured by the 
Company or such Restricted Subsidiary in accordance with the terms thereof or 
waived or such acceleration rescinded by the holders of such Indebtedness, 
then even if the Notes have been accelerated (but not paid) as provided 
herein, such Event of Default hereunder shall likewise be deemed to have been 
remedied, cured or waived and such acceleration rescinded without any further 
action of the Trustee or any Holder; or

(8)	a default shall occur in the observance or performance of 
any covenant or agreement contained in Sections 12.12 through 12.21 hereof; or

(9)	one or more final judgments for the payment of money 
aggregating in excess of U.S.$5,000,000 is or are outstanding against the 
Company or any Restricted Subsidiary of the Company or against any Property of 
either and such judgment or judgments have remained unpaid, unvacated, 
unbonded or unstayed by appeal or otherwise for a period of 60 days from the 
date of its or their entry; or

		(10)	any other Event of Default provided with respect to Notes of 
that series pursuant to Section 3.01.

		SECTION 5.02.  Acceleration of Maturity; Rescission and Annulment. 
If an Event of Default (other than an Event of Default of the type described 
in Section 5.01 (5) or (6) above) 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 Notes of such series may declare the principal amount (or, if 
any Notes of such series are Discount Notes, such portion of the principal 
amount of such Discount Notes as may be specified in the terms of such 
Discount Notes) of (and premium, if any) and all accrued but unpaid interest 
on all the Notes of such 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 amount) and interest 
(and premium, if any) shall become immediately due and payable.  Upon payment 
of such amounts in Dollars (or, if applicable, the Designated Currency 
specified pursuant to Section 3.01), all obligations of the Company in respect 
of the payment of principal of (and premium, if any) and interest on the Notes 
of such series shall terminate.

		If an Event of Default of the type described in Section 5.01(5) or 
(6) above occurs with respect to the Notes of any series at the time 
Outstanding, all unpaid principal of (and premium, if any) and accrued 
interest on the Notes of such series then Outstanding shall ipso facto become 
due and payable, without any declaration or other act on the part of the 
Trustee or any Holder.

		At any time after such a declaration of acceleration with respect 
to Notes of any series has been made and before a judgment or decree for 
payment of the money due has been obtained by the Trustee as hereinafter in 
this Article provided, the Holders of at least 51% in principal amount of the 
Outstanding Notes of such series, by written notice to the Company and the 
Trustee, may rescind and annul such declaration and its consequences if

		(1)	the Company has paid or deposited with the Trustee a sum in 
Dollars (or, if applicable, the Designated Currency specified pursuant to 
Section 3.01) sufficient to pay

			(A)	all overdue installments of interest on all Notes of 
such series,

			(B)	the principal of (and premium, if any, on) any Notes 
of such series that have become due otherwise than by such declaration of 
acceleration and interest thereon at the rate or rates then borne by such 
Notes or at the rate or rates otherwise prescribed therefor in such Notes,

			(C)	to the extent that payment of such interest is lawful, 
interest upon overdue installments of interest on each Note at the rate or 
rates then borne by such Notes or at the rate or rates otherwise prescribed 
therefor in such Notes, and

			(D)	all sums paid or advanced by the Trustee hereunder and 
the reasonable compensation, expenses, disbursements and advances of the 
Trustee, its agents and counsel; provided, however, that all sums payable 
under this clause (D) shall be paid in Dollars;

	and

		(2)	all Events of Default with respect to Notes of such series, 
other than the nonpayment of principal of (and premium, if any) and interest 
on Notes of such series that have become due solely by such declaration of 
acceleration, have been cured or waived as provided in Section 5.12.

		No such rescission and waiver shall affect any subsequent Default 
or impair any right consequent thereon.

		For all purposes under this Indenture, if a portion of the 
principal of any Discount Notes shall have been accelerated and declared due 
and payable pursuant to the provisions hereof, then, from and after such 
declaration, unless such declaration has been rescinded and annulled, the 
principal amount of such Discount Notes shall be deemed, for all purposes 
hereunder, to be such portion of the principal thereof as shall be due and 
payable as a result of such acceleration, and payment of such portion of the 
principal thereof as shall be due and payable as a result of such 
acceleration, together with interest, if any, thereon and all other amounts 
owing thereunder, shall constitute payment in full of such Discount Notes.

		SECTION 5.03.  Collection of Indebtedness and Suits for 
Enforcement by Trustee.  The Company covenants that if an Event of Default 
specified in Section 5.01 occurs with respect to the Notes of any series, the 
Company will, upon demand of the Trustee or the Holders as specified above, 
pay to the Trustee, for the benefit of the Holders of such Notes, the amount 
then due and payable on such Notes, for the principal (and premium, if any) 
and interest, if any, and interest upon the overdue principal (and premium, if 
any) and, to the extent that payment of such interest shall be legally 
enforceable, upon overdue installments of interest, at the rate or rates then 
borne by such Notes or at the rate or rates otherwise prescribed therefor in 
such Notes; 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 amount forthwith upon such 
demand, the Trustee, in its own name and as trustee of an express trust, may 
institute a judicial proceeding for the collection of the sums so due and 
unpaid, and may prosecute such proceeding to judgment or final decree, and may 
enforce the same against the Company or any other obligor upon such Notes, 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 Notes 
wherever situated.

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

		SECTION 5.04.  Trustee May File Proofs of Claim.  In case of the 
pendency of any receivership, insolvency, liquidation, bankruptcy, 
reorganization, arrangement, adjustment, composition or other judicial 
proceedings, or any voluntary or involuntary case under the Bankruptcy Code, 
as now or hereafter constituted, or any other applicable Federal or state 
bankruptcy, insolvency or similar law relative to the Company or any other 
obligor upon the Notes of a particular series or the Property of the Company 
or of such other obligor or their creditors, the Trustee (irrespective of 
whether the principal of such Notes shall then be due and payable as therein 
expressed or by declaration of acceleration or otherwise; and irrespective of 
whether the Trustee shall have made any demand on the Company for the payment 
of overdue principal or interest) shall be entitled and empowered, by 
intervention in such proceeding or otherwise,

		(i)	to file and prove a claim for the whole amount of principal 
(and premium, if any) and interest owing and unpaid in respect of the Notes of 
such series 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 of such Notes allowed in 
such judicial proceeding, and

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

and any receiver, assignee, trustee, custodian, liquidator, sequestrator (or 
other similar official) in any such proceeding is hereby authorized by each 
such 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 such Holders, 
to pay to the Trustee any amount due it for the reasonable fees of its 
counsel, and any other amounts due the Trustee under Section 6.07.

		Nothing herein 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 Notes 
of such series or the rights of any Holder thereof, or to authorize the 
Trustee to vote in respect of the claim of any Holder in any such proceeding.

		SECTION 5.05.  Trustee May Enforce Claims Without Possession of 
Notes.  All rights of action and claims under this Indenture or the Notes, of 
any series may be prosecuted and enforced by the Trustee without the 
possession of any of such Notes 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 Notes in respect 
of which such judgment has been recovered.

		SECTION 5.06.  Application of Money Collected.  Any money 
collected by the Trustee pursuant to this Article 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 (and premium, if any) or 
interest, upon presentation of the Notes of any series in respect of which 
money has been collected and the notation thereon of the payment if only 
partially paid and upon surrender thereof if fully paid:

		FIRST:  To the payment of all amounts due the Trustee under 
Section 6.07; and

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

		SECTION 5.07.  Limitation on Suits.  No Holder of any Note of any 
series shall have any right to institute any proceeding, judicial or 
otherwise, with respect to this Indenture, or for the appointment of a 
receiver or trustee, or for any other remedy hereunder, unless

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

		(2)	the Holders of not less than 25% in principal amount of the 
Outstanding Notes of such series shall have made written request to the 
Trustee to institute proceedings in respect of such Event of Default in its 
own name as Trustee hereunder;

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

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

		(5)	no direction inconsistent with such written request has been 
given to the Trustee during such 60-day period by the Holders of at least 51% 
in principal amount of the Outstanding Notes of such series;

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 such Holders or of the Holders of Outstanding Notes of any other series, 
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 of such 
Holders.  For the protection and enforcement of the provisions of this Section 
5.07, each and every Holder of Notes of any series and the Trustee for such 
series shall be entitled to such relief as can be given at law or in equity.

		SECTION 5.08.  Unconditional Right of Holders to Receive 
Principal, Premium and Interest.  Notwithstanding any other provision in this 
Indenture, the Holder of any Note shall have the right, which is absolute and 
unconditional, to receive payment of the principal of (and premium, if any) 
and (subject to Section 3.07) interest on the respective Stated Maturity or 
Maturities expressed in such Note (or, in the case of redemption or repayment, 
on the Redemption Date or repayment date, as applicable) and to institute suit 
for the enforcement of any such payment and interest thereon, and such right 
shall not be impaired without the consent of such Holder.

		SECTION 5.09.  Rights and Remedies Cumulative.  Except as 
otherwise expressly provided elsewhere in this Indenture, no right or remedy 
herein conferred upon or reserved to the Trustee or to the Holders is intended 
to be exclusive of any other right or remedy, and every right and remedy 
shall, to the extent permitted by law, be cumulative and in addition to every 
other right and remedy given hereunder or now or hereafter existing at law or 
in equity or otherwise.  The assertion or employment of any right or remedy 
hereunder, or otherwise, shall not prevent the concurrent assertion or 
employment of any other appropriate right or remedy.

		SECTION 5.10.  Delay or Omission Not Waiver.  No delay or omission 
of the Trustee or of any Holder 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 any acquiescence therein.  Every right 
and remedy given by this Indenture or by law to the Trustee or to the Holders 
may be exercised from time to time, and as often as may be deemed expedient, 
by the Trustee or by the Holders, as the case may be.

		SECTION 5.11.  Control by Holders.  The Holders of at least 51% in 
principal amount of the Outstanding Notes of any series shall have the right 
to direct the time, method and place of conducting any proceeding for any 
remedy available to the Trustee or exercising any trust or power conferred on 
the Trustee with respect to the Notes of such series; provided that

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

		(2)	subject to the provisions of Section 6.01, the Trustee shall 
have the right to decline to follow any such direction if the Trustee in good 
faith shall, by a Responsible Officer or Responsible Officers of the Trustee, 
determine that the proceeding so directed would be unjustly prejudicial to the 
Holders of Notes of such series not joining in any such direction; and

		(3)	the Trustee may take any other action deemed proper by the 
Trustee that is not inconsistent with such direction.

		SECTION 5.12.  Waiver of Past Defaults.  The Holders of at least 
51% in principal amount of the Outstanding Notes of any series may on behalf 
of the Holders of all the Notes of any such series waive any past Default 
hereunder with respect to such series and its consequences, except a Default

		(1)	in the payment of the principal of (or premium, if any) or 
interest on any Note of such series, or

		(2)	in respect of a covenant or provision hereof that under 
Article XI cannot be modified or amended without the consent of the Holder of 
each Outstanding Note of such series affected.

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

		SECTION 5.13.  Undertaking for Costs.  All parties to this 
Indenture agree, and each Holder of any Note by his acceptance thereof shall 
be deemed to have agreed, that any court may in its discretion require, in any 
suit for the enforcement of any right or remedy under this Indenture, or in 
any suit against the Trustee for any action taken, suffered or omitted by it 
as Trustee, the filing by any party litigant in such suit of an undertaking to 
pay the costs of such suit, and that such court may in its discretion assess 
reasonable costs, including reasonable attorneys' fees and expenses, against 
any party litigant in such suit, having due regard to the merits and good 
faith of the claims or defenses made by such party litigant; provided, 
however, that the provisions of this Section shall not apply to any suit 
instituted by the Trustee, to any suit instituted by any Holder or group of 
Holders holding in the aggregate more than 10% in principal amount of the 
Outstanding Notes of any series, or to any suit instituted by any Holder of a 
Note for the enforcement of the payment of the principal of (or premium, if 
any) or interest on such Note on or after the Stated Maturity or other 
scheduled payment date therefor.

ARTICLE VI

The Trustee

		SECTION 6.01.  Certain Duties and Responsibilities.  (a) With 
respect to Notes of any series, except during the continuance of an Event of 
Default with respect to the Notes of such series,

		(1)	the Trustee undertakes to perform such duties and only such 
duties as are specifically set forth in this Indenture, and no implied 
covenants or obligations shall be read into this Indenture against the 
Trustee; and

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

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

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

		(1)	this subsection shall not be construed to limit the effect 
of subsection (a) of this Section;

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

		(3)	the Trustee shall not be liable with respect to any action 
taken, suffered or omitted to be taken by it with respect to Notes of any 
series in good faith in accordance with the direction of the Holders of at 
least 51% in principal amount of the Outstanding Notes of such series relating 
to the time, method and place of conducting any proceeding for any remedy 
available to the Trustee, or exercising any trust or power conferred upon the 
Trustee, under this Indenture; and

		(4)	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.

		(d)	Whether or not therein expressly so provided, every 
provision of this Indenture relating to the conduct or affecting the liability 
of or affording protection to the Trustee shall be subject to the provisions 
of this Section.

		SECTION 6.02.  Notice of Defaults.  Within 60 days after the 
occurrence of any Default hereunder with respect to Notes of any series of 
which the Trustee is aware and which has not been cured or waived, the Trustee 
shall in accordance with Section 1.05 give notice to all Holders of Notes of 
such series of such Default; provided, however, that, except in the case of 
Default in the payment of the principal of (or premium, if any) or interest on 
any Note of such series or in the payment of any sinking fund installment with 
respect to Notes 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 Notes of such series.  Upon receipt by the Trustee of a 
certificate from the Company pursuant to Section 12.05, the Trustee shall 
promptly notify the Holders of receipt by the Trustee of such certificate and 
the matters described therein. 

		SECTION 6.03.  Certain Rights of Trustee.  Except as otherwise 
provided in Section 6.01:

		(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 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 and any 
resolution of the Board of Directors shall 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 an Officers' Certificate;

		(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 Notes of any series pursuant to this 
Indenture, unless such Holders shall have offered to the Trustee reasonable 
security or indemnity against the costs, expenses and liabilities that 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 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 with the Company's consent 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; and

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

		SECTION 6.04.  Not Responsible for Recitals or Issuance of Notes. 
 The recitals contained herein, in the Notes, except the Trustee's 
certificates of authentication, shall be taken as the statements of the 
Company, and the Trustee assumes no responsibility for their correctness.  The 
Trustee makes no representations as to the validity or sufficiency of this 
Indenture or of the Notes, if any, of any series.  The Trustee shall not be 
accountable for the use or application by the Company of any Notes or the 
proceeds thereof.

		SECTION 6.05.  May Hold Notes.  The Trustee, any Paying Agent, the 
Security Registrar or any other agent of the Company or the Trustee, in its 
individual or any other capacity, may become the owner or pledgee of Notes, 
and, subject to Sections 6.10 and 6.13, may otherwise deal with the Company 
with the same rights it would have if it were not Trustee, Paying Agent, 
Security Registrar or such other agent.

		SECTION 6.06.  Money Held in Trust.  Moneys held by the Trustee in 
trust hereunder need not be segregated from other funds except to the extent 
set forth below or as otherwise required by law.  The Trustee shall not be 
under any liability for interest on any money received by it hereunder except 
as otherwise agreed in writing with the Company.  The Trustee shall segregate 
moneys held by the Trustee hereunder in one Currency (or unit thereof) from 
any moneys in any other Currencies (or units thereof), notwithstanding any 
provision herein which would otherwise permit the Trustee to commingle such 
amounts.

		SECTION 6.07.  Compensation and Reimbursement.  The Company 
agrees:

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

		(2)	except as otherwise expressly provided herein, to reimburse 
the Trustee in Dollars 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 and disbursements of its agents and counsel), except any such 
expense, disbursement or advance as may be attributable to its negligence or 
bad faith; and

		(3)	to indemnify in Dollars the Trustee for, and to hold it 
harmless against, any and all loss, damage, claim, liability or expense 
(including any taxes, other than taxes based on the income of the Trustee) 
incurred without negligence or bad faith on its part; arising out of or in 
connection with the acceptance or administration of this trust or performance 
of its duties 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 6.07 to 
compensate and indemnify the Trustee for expenses, disbursements and advances 
shall constitute additional indebtedness under this Indenture and shall 
survive the satisfaction and discharge of this Indenture.  When the Trustee 
incurs expenses after the occurrence of a Default specified in Sections 
5.01(5) and 5.01(6), the expenses are intended to constitute expenses of 
administration under any bankruptcy law.

		SECTION 6.08.  Disqualification; Conflicting Interests.

	If the Trustee has or shall acquire any "conflicting interest" within 
the meaning of Section 310(b) of the Trust Indenture Act, the Trustee and the 
Company shall in all respects comply with the provisions of Section 310(b) of 
the Trust Indenture Act.

		SECTION 6.09.  Corporate Trustee Required; Eligibility.  There 
shall at all times be a Trustee hereunder that shall be:

		(1)	a corporation organized and doing business under the laws of 
the United States, authorized under such laws to exercise corporate trust 
powers and subject to supervision or examination by Federal, state, 
territorial or District of Columbia authority, or

		(2)	a corporation or other Person organized and doing business 
under the laws of a foreign government that is permitted to act as Trustee 
pursuant to a rule, regulation or order of the Commission, authorized under 
such laws to exercise corporate trust powers, and subject to supervision or 
examination by authority of such foreign government or a political subdivision 
thereof substantially equivalent to supervision or examination applicable to 
United States institutional trustees,

in either case having a combined capital and surplus of at least $50,000,000. 
If such corporation publishes reports of condition at least annually, pursuant 
to law or to the requirements of the aforesaid 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.  Neither the Company nor any 
Affiliate of the Company shall serve as Trustee for the Notes of any series 
issued hereunder.

		SECTION 6.10.  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 under Section 6.11.

		(b)	The Trustee may resign at any time with respect to the Notes 
of one or more series by giving written notice thereof to the Company.  If an 
instrument of acceptance by a successor Trustee 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 Notes of such series.

		(c)	The Trustee may be removed at any time with respect to the 
Notes of any series and a successor Trustee appointed by Act of the Holders of 
at least 51% in principal amount of the Outstanding Notes of such series, 
delivered to the Trustee and to the Company.  If, within 30 days after the 
giving of notice of removal to the Trustee, a successor Trustee has not been 
appointed by the Company or the Holders to replace the removed Trustee, or has 
not accepted such appointment, as hereinafter provided, the removed Trustee 
may petition any court of competent jurisdiction for the appointment of a 
successor Trustee with respect to the Notes of such series.

		(d)	If at any time:

			(1)	the Trustee shall fail to comply, pursuant to Section 
6.08 hereof, with Section 310(b) of the Trust Indenture Act with respect to 
the Notes of any series after written request therefor by the Company or by 
any Holder who has been a bona fide Holder of a Note of such series for at 
least six months, unless the Trustee's duty to resign is stayed in accordance 
with the provisions of Section 310(b) of the Trust Indenture Act, or

			(2)	the Trustee shall cease to be eligible under Section 
6.09 of this Indenture with respect to the Notes of any series and shall fail 
to resign after written request therefor by the Company or by any such Holder, 
or

			(3)	the Trustee shall become incapable of acting or a 
decree or order for relief by a court having jurisdiction in the premises 
shall have been entered in respect of the Trustee in an involuntary case under 
the Bankruptcy Code, as now or hereafter constituted, or any other applicable 
Federal or state bankruptcy, insolvency or similar law; or a decree or order 
by a court having jurisdiction in the premises shall have been entered for the 
appointment of a receiver, custodian, liquidator, assignee, trustee, 
sequestrator (or other similar official) of the Trustee or of its Property or 
affairs, or any public officer shall take charge or control of the Trustee or 
of its Property or affairs for the purpose of rehabilitation, conservation, 
winding up or liquidation, or

			(4)	the Trustee shall commence a voluntary case under the 
Bankruptcy Code, as now or hereafter constituted, or any other applicable 
Federal or state bankruptcy, insolvency or similar law or shall consent to the 
appointment of or taking possession by a receiver, custodian, liquidator, 
assignee, trustee, sequestrator (or other similar official) of the Trustee or 
its Property or affairs, or shall make an assignment for the benefit of 
creditors, or shall admit in writing its inability to pay its debts generally 
as they become due, or shall take corporate action in furtherance of any such 
action, or

			(5)	there shall be an unreasonable increase in the fees of 
the Trustee, or
	
			(6)	a successor in interest to the entity serving as the 
Trustee, by reason of merger or consolidation, shall be reasonably 
unacceptable to the Company or the Holders of at least 51% in principal amount 
of the Outstanding Notes,

then, in any such case, (i) the Company by a Board Resolution may remove the 
Trustee with respect to all Notes, or (ii) subject to Section 5.13, any Holder 
who has been a bona fide Holder of a Note of any series for at least six 
months may, on behalf of himself and all others similarly situated, petition 
any court of competent jurisdiction for the removal of the Trustee and the 
appointment of a successor Trustee for the Notes of such series.  If, within 
30 days after the giving of notice of removal to the Trustee, a successor 
Trustee has not been appointed by the Company or the Holders to replace the 
removed Trustee, or has not accepted such appointment, as hereinafter 
provided, the removed Trustee may petition any court of competent jurisdiction 
for the appointment of a successor Trustee with respect to the Notes of such 
series.

		(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 Notes of one or more series, the Company, by a Board 
Resolution, shall promptly appoint a successor Trustee or Trustees with 
respect to the Notes of that or those series (it being understood that any 
such successor Trustee may be appointed with respect to the Notes of one or 
more or all of such series and that at any time there shall be only one 
Trustee with respect to the Notes of any particular series) and shall comply 
with the applicable requirements of Section 6.11.  If, within one year after 
such resignation, removal or incapability, or the occurrence of such vacancy, 
a successor Trustee with respect to the Notes of any series shall be appointed 
by Act of the Holders of at least 51% in principal amount of the Outstanding 
Notes 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 Notes of such 
series and to that extent supersede the successor Trustee appointed by the 
Company.  If no successor Trustee with respect to the Notes of any series 
shall have been so appointed by the Company or the Holders of such series and 
accepted appointment in the manner hereinafter provided, any Holder who has 
been a bona fide Holder of a Note of such series for at least six months may, 
subject to Section 5.13, 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 Notes of such series.

		(f)	The Company shall give notice of each resignation and each 
removal of the Trustee with respect to the Notes of any series and each 
appointment of a successor Trustee with respect to the Notes of any series in 
the manner and to the extent provided in Section 1.05 to the Holders of Notes 
of such series.  Each notice shall include the name of the successor Trustee 
with respect to the Notes of such series and the address of its Corporate 
Trust Office.

		SECTION 6.11.  Acceptance of Appointment by Successor.  (a) In the 
case of an appointment hereunder of a successor Trustee with respect to all 
Notes, each 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 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, subject nevertheless to its 
claim, if any, provided for in Section 6.07.

		(b)	In case of the appointment hereunder of a successor Trustee 
with respect to the Notes of one or more (but not all) series, the Company, 
the retiring Trustee and each successor Trustee with respect to the Notes of 
one or more series shall execute and deliver an indenture supplemental hereto 
wherein each successor Trustee shall accept such appointment and which (1) 
shall contain such provisions as shall be necessary or desirable to transfer 
and confirm to, and to vest in, each successor Trustee all the rights, powers, 
trusts and duties of the retiring Trustee with respect to the Notes of that or 
those series to which the appointment of such successor Trustee relates, (2) 
if the retiring Trustee is not retiring with respect to all Notes, 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 Notes of that or those series as to which the retiring Trustee 
is not retiring shall continue to be vested in the retiring Trustee, and (3) 
shall add to or change any of the provisions of this Indenture as shall be 
necessary to provide for or facilitate the administration of the trusts 
hereunder by more than one Trustee, it being understood that nothing herein or 
in any 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 
any 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 Notes 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 Notes of that or those series to which 
the appointment of such successor Trustee relates.

		(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 such rights, powers and trusts 
referred to in paragraph (a) or (b) of this Section, as the case may be.

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

		SECTION 6.12.  Merger, Conversion, Consolidation or Succession to 
Business.  Any corporation into which the Trustee may be merged or converted 
or with which it may be consolidated, or any corporation resulting from any 
merger, conversion or consolidation to which the Trustee shall be a party, or 
any corporation succeeding to all or substantially all of the corporate trust 
business of the Trustee, shall be the successor of the Trustee hereunder, 
provided that 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 Notes 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 Notes so authenticated with the same 
effect as if such successor Trustee had itself authenticated such Notes.  In 
case any Notes shall not have been authenticated by such predecessor Trustee, 
any such successor Trustee may authenticate and deliver such Notes, in either 
its own name or that of its predecessor Trustee, with the full force and 
effect which this Indenture provides for the certificate of authentication of 
the Trustee.

		SECTION 6.13.  Preferential Collection of Claims Against Company. 
 The Trustee shall comply with Section 311(a) of the Trust Indenture Act, 
excluding any creditor relationship described in Section 311(b) of the Trust 
Indenture Act.  A Trustee who has resigned or been removed shall be subject to 
Section 311(a) of the Trust Indenture Act to the extent indicated therein.

		SECTION 6.14.  Appointment of Authenticating Agent.  As long as 
any Notes of a series remain Outstanding, the Trustee may, by an instrument in 
writing, appoint an authenticating agent (the "Authenticating Agent") which 
shall be authorized to act on behalf of the Trustee to authenticate Notes 
issued upon exchange, registration of transfer, partial redemption or 
repayment or pursuant to Section 3.06.  Notes of each such series 
authenticated by such Authenticating Agent shall be entitled to the benefits 
of this Indenture and shall be valid and obligatory for all purposes as if 
authenticated by such Trustee.  Wherever reference is made in this Indenture 
to the authentication and delivery of Notes of any series by the Trustee for 
such series or to the Trustee's Certificate of Authentication, such reference 
shall be deemed to include authentication and delivery on behalf of the 
Trustee for such series by an Authenticating Agent for such series and a 
Certificate of Authentication executed on behalf of such Trustee by such 
Authenticating Agent.  Such Authenticating Agent shall at all times be a 
corporation organized and doing business under the laws of the United States, 
authorized under such laws to exercise corporate trust powers and subject to 
supervision or examination by Federal, state, territorial or District of 
Columbia authority, having a combined capital and surplus of at least 
$10,000,000 (determined as provided in Section 6.09 with respect to the 
Trustee).

		Any corporation into which any 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 any 
Authenticating Agent shall be a party, or any corporation succeeding to the 
corporate agency business of any Authenticating Agent, shall continue to be 
the Authenticating Agent with respect to all series of Notes for which it 
served as Authenticating Agent without the execution or filing of any paper or 
any further act on the part of the Trustee for such series or such 
Authenticating Agent.  Any Authenticating Agent may at any time, and if it 
shall cease to be eligible shall, resign by giving written notice of 
resignation to the applicable Trustee and to the Company.

		Upon receiving such a notice of resignation or upon such a 
termination, or in case at any time any Authenticating Agent shall cease to be 
eligible in accordance with the provisions of this Section 6.14 with respect 
to one or more of any series of Notes, the Trustee for such series shall upon 
Company Request appoint a successor Authenticating Agent, and the Company 
shall provide notice of such appointment to all Holders of Notes of such 
series in the manner and to the extent provided in Section 1.05.  Any 
successor Authenticating Agent upon acceptance of its appointment hereunder 
shall become vested with all rights, powers, duties and responsibilities of 
its predecessor hereunder, with like effect as if originally named as 
Authenticating Agent.  The Company agrees to pay to the Authenticating Agent 
for such series from time to time reasonable compensation for its services.  
The Authenticating Agent for the Notes of any series shall have no 
responsibility or liability for any action taken by it as such at the 
direction of the Trustee for such series.


ARTICLE VII

Holders' Lists and Reports by Trustee and Company

		SECTION 7.01.  Company to Furnish Trustee Names and Addresses of 
Holders.  The Company will furnish or cause to be furnished to the Trustee 
with respect to Notes of each series for which it acts as Trustee:

		(a)	semiannually on June 30 and December 31 of each year, a 
list, in such form as the Trustee may reasonably require, of the names and 
addresses of the Holders as of June 15 or December 15, respectively; and

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

provided, however, that if and so long as the Trustee shall be the Security 
Registrar for such series, no such list need be furnished.

		SECTION 7.02.  Preservation of Information; Communication to 
Holders.  (a)  The Trustee shall preserve, in as current a form as is 
reasonably practicable, all information as to the names and addresses of 
Holders contained in the most recent list furnished to the Trustee as provided 
in Section 7.01, received by it in the capacity of Paying Agent or Security 
Registrar (if so acting) hereunder, and all information filed with it within 
the two preceding years pursuant to Section 7.03(c)(2).

		The Trustee may destroy any list furnished to it as provided in 
Section 7.01 upon receipt of a new list so furnished and, after two years of 
its filing, may destroy any information filed with it pursuant to Section 
7.03(c)(2).

		(b)  Holders may communicate as provided in Section 312(b) of the 
Trust Indenture Act with other Holders with respect to their rights under this 
Indenture or under the Notes.

		(c)  Each Holder of Notes, by receiving and holding the same, 
agrees with the Company and the Trustee that neither the Company nor the 
Trustee nor any Paying Agent 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 Section 7.02(b), regardless of the source from 
which such information was derived, and that the Trustee shall not be held 
accountable by reason of mailing any material pursuant to a request made under 
Section 7.02(b).

		SECTION 7.03.  Reports by Trustee.  (a)  Within 30 days after May 
15 of each year commencing with the year 1998, the Trustee shall transmit to 
all Holders of Notes of any series with respect to which it acts as Trustee, 
in the manner hereinafter provided in this Section 7.03, a brief report dated 
as of such May 15 to the extent that would be required under Section 313(a) of 
the Trust Indenture Act had this Indenture been qualified under 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 each such report shall, at the time of its 
transmission to Holders, be filed by the Trustee with each stock exchange, if 
any, upon which any Notes of such series are listed, with the Commission and 
also with the Company.  The Company will promptly notify the Trustee when any 
series of Notes are listed on any stock exchange.

		SECTION 7.04.  Reports by Company.  The Company shall file with 
the Trustee and shall provide, or cause the Trustee to provide, to all of the 
Holders, within 15 days after it is required to file them with the Commission, 
copies of its annual reports, quarterly reports and other information, 
documents and reports (collectively, "information") which the Company or any 
of its Subsidiaries is required to file with the Commission pursuant to 
Section 13 or 15(d) of the Exchange Act or pursuant to the provisions of the 
Trust Indenture Act.  If the Company or its Subsidiaries is not required to 
file any such information with the Commission, the Company shall nonetheless 
file with the Trustee and shall provide, or cause the Trustee to provide, to 
the Holders (within 15 days after the time such information would have been 
required to be filed with the Commission) copies of the Company's annual and 
quarterly financial statements, and shall promptly upon written request supply 
such information to any prospective purchaser of Notes designated by a Holder. 
 The Company and any other obligor on the Notes shall also comply with the 
other provisions of Section 314 of the Trust Indenture Act and shall, to the 
extent not already included in the information provided to Holders and 
prospective purchasers as required above, provide to such Holders and 
prospective purchasers any such additional information required to be provided 
to such Persons pursuant to Rule 144A under the Securities Act.

		Delivery of such information to the Trustee is for informational 
purposes only and the Trustee's receipt of such information 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 delivered to it 
hereunder).


ARTICLE VIII

Concerning the Holders

		SECTION 8.01.  Acts of Holders.  Any request, demand, 
authorization, direction, notice, consent, waiver or other action provided by 
this Indenture to be given or taken by Holders may be embodied in and 
evidenced by one or more instruments of substantially similar tenor signed by 
such Holders in person or by an agent or proxy duly appointed in writing, and, 
except as herein otherwise expressly provided, such action shall become 
effective when such instrument or instruments are delivered to the Trustee 
and, where it is hereby expressly required, to the Company.  Such instrument 
or instruments (and the action embodied therein and evidenced thereby) are 
herein sometimes referred to as the "Act" of the Holders signing such 
instrument or instruments.  Whenever in this Indenture it is provided that the 
Holders of a specified percentage in aggregate principal amount of the 
Outstanding Notes of any series may take any Act, the fact that the Holders of 
such specified percentage have joined therein may be evidenced (a) by the 
instrument or instruments executed by Holders in person or by agent or proxy 
appointed in writing, or (b) by the record of Holders voting in favor thereof 
at any meeting of such Holders duly called and held in accordance with the 
provisions of Article IX, or (c) by a combination of such instrument or 
instruments and any such record of such a meeting of Holders.

		SECTION 8.02.  Proof of Ownership; Proof of Execution of 
Instruments by Holders.  The ownership of Notes of any series shall be proved 
by the Security Register for such series or by a certificate of the Security 
Registrar for such series.

		Subject to the provisions of Sections 6.01, 6.03 and 9.05, proof 
of the execution of a writing appointing an agent or proxy and of the 
execution of any instrument by a Holder or his agent or proxy shall be 
sufficient and conclusive in favor of the Trustee and the Company if made in 
the following manner:

		The fact and date of the execution by any such person of any 
instrument may be proved by the certificate of any notary public or other 
officer authorized to take acknowledgment of deeds, that the person executing 
such instrument acknowledged to him the execution thereof, or by an affidavit 
of a witness to such execution sworn to before any such notary or other such 
officer.  Where such execution is by an officer of a corporation or 
association or a member of a partnership on behalf of such corporation, 
association or partnership, as the case may be, or by any other person acting 
in a representative capacity, such certificate or affidavit shall also 
constitute sufficient proof of his authority.

		The record of any Holders' meeting shall be proved in the manner 
provided in Section 9.06.

		The Trustee may in any instance require further proof with respect 
to any of the matters referred to in this Section so long as the request is a 
reasonable one.

		If the Company shall solicit from the Holders of Notes of any 
series any Act, the Company may, at its option, by Board Resolution, fix in 
advance a record date for the determination of Holders of Notes entitled to 
take such Act, but the Company shall have no obligation to do so.  Any such 
record date shall be fixed at the Company's discretion.  If such a record date 
is fixed, such Act may be sought or given before or after the record date, but 
only the Holders of Notes of record at the close of business on such record 
date shall be deemed to be Holders of Notes for the purpose of determining 
whether Holders of the requisite proportion of Outstanding Notes of such 
series have authorized or agreed or consented to such Act, and for that 
purpose the Outstanding Notes of such series shall be computed as of such 
record date.

		SECTION 8.03.  Persons Deemed Owners.  Prior to due presentment of 
a Note 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 Note is 
registered as the owner of such Note for the purpose of receiving payment of 
principal of (and premium, if any) and (subject to Section 3.07) interest, if 
any, on such Note and for all other purposes whatsoever, whether or not such 
Note 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.  All 
payments made to any Holder, or upon such Holder's order, shall be valid, and, 
to the extent of the sum or sums paid, effectual to satisfy and discharge the 
liability for moneys payable upon such Note.

		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 in a Global Note or for maintaining, supervising or reviewing any 
records relating to such beneficial ownership interests.

		SECTION 8.04.  Revocation of Consents; Future Holders Bound.  At 
any time prior to (but not after) the evidencing to the Trustee, as provided 
in Section 8.01, of the taking of any Act by the Holders of the percentage in 
aggregate principal amount of the Outstanding Notes specified in this 
Indenture in connection with such Act, any Holder of a Note (the number, 
letter or other distinguishing symbol of which is shown by the evidence to be 
included in the Notes the Holders of which have consented to such Act) may, by 
filing written notice with the Trustee at the Corporate Trust Office and upon 
proof of ownership as provided in Section 8.02, revoke such Act so far as it 
concerns such Note.  Except as aforesaid, any such Act taken by the Holder of 
any Note shall be conclusive and binding upon such Holder and upon all future 
Holders of such Note and of any Notes issued on transfer or in lieu thereof or 
in exchange or substitution therefor, irrespective of whether or not any 
notation in regard thereto is made upon such Note or such other Notes.  Any 
action taken by the Holders of the specified percentage in aggregate principal 
amount of the Notes of any series Outstanding hereunder shall be conclusively 
binding upon the Company, the Trustee and the Holders of all Notes of such 
series.


ARTICLE IX

Holders' Meetings

		SECTION 9.01.  Purposes of Meetings.  A meeting of Holders of any 
or all series may be called at any time and from time to time pursuant to the 
provisions of this Article IX for any of the following purposes:

		(1)	to give any notice to the Company or to the Trustee for such 
series, or to give any directions to the Trustee for such series, or to 
consent to the waiving of any Default hereunder and its consequences, or to 
take any other action authorized to be taken by Holders pursuant to any of the 
provisions of Article V;

		(2)	to remove the Trustee for such series and appoint a 
successor Trustee pursuant to the provisions of Article VI;

		(3)	to consent to the execution of an indenture or indentures 
supplemental hereto pursuant to the provisions of Section 11.02; or

		(4)	to take any other action authorized to be taken by or on 
behalf of the Holders of any specified aggregate principal amount of the 
Outstanding Notes of any one or more or all series, as the case may be, under 
any other provision of this Indenture or under applicable law.

		SECTION 9.02.  Call of Meetings by Trustee.  The Trustee for any 
series may at any time call a meeting of Holders of such series to take any 
action specified in Section 9.01, to be held at such time or times and at such 
place or places as the Trustee for such series shall determine.  Notice of 
every meeting of the Holders of any series, setting forth the time and place 
of such meeting and in general terms the action proposed to be taken at such 
meeting, shall be given to Holders of such series in the manner and to the 
extent provided in Section 1.05.  Such notice shall be given not less than 20 
days or more than 90 days prior to the date fixed for the meeting.

		SECTION 9.03.  Call of Meetings by Company or Holders.  In case at 
any time the Company, pursuant to a Board Resolution, or the Holders of at 
least 10% in aggregate principal amount of the Outstanding Notes of a series 
or of all series, as the case may be, shall have requested the Trustee for 
such series to call a meeting of Holders of any or all such series by written 
request setting forth in reasonable detail the action proposed to be taken at 
the meeting, and the Trustee shall not have given the notice of such meeting 
within 20 days after the receipt of such request, then the Company or such 
Holders may determine the time or times and the place or places for such 
meetings and may call such meetings to take any action authorized in Section 
9.01, by giving notice thereof as provided in Section 9.02.

		SECTION 9.04.  Qualifications for Voting.  To be entitled to vote 
at any meeting of Holders a Person shall be (a) a Holder of a Note of the 
series with respect to which such meeting is being held or (b) a Person 
appointed by an instrument in writing as agent or proxy by such Holder.  The 
only Persons who shall be entitled to be present or to speak at any meeting of 
Holders shall be the Persons entitled to vote at such meeting and their 
counsel and any representatives of the Trustee for the series with respect to 
which such meeting is being held and its counsel and any representatives of 
the Company and its counsel.

		SECTION 9.05.  Regulations.  Notwithstanding any other provisions 
of this Indenture, the Trustee for any series may make such reasonable 
regulations as it may deem advisable for any meeting of Holders of Notes of 
such series, in regard to proof of the holding of Notes of such series and of 
the appointment of proxies, and in regard to the appointment and duties of 
inspectors of votes, the submission and examination of proxies, certificates 
and other evidence of the right to vote, and such other matters concerning the 
conduct of the meeting as it shall deem appropriate.

		The Trustee shall, by an instrument in writing, appoint a 
temporary chairman of the meeting, unless the meeting shall have been called 
by the Company or by Holders of such series as provided in Section 9.03, in 
which case the Company or the Holders calling the meeting, as the case may be, 
shall in like manner appoint a temporary chairman.  A permanent chairman and a 
permanent secretary of the meeting shall be elected by a majority vote of the 
meeting.

		Subject to the provisos in the definition of "Outstanding", at any 
meeting each Holder of a Note of the series with respect to which such meeting 
is being held or proxy therefor shall be entitled to vote in such manner so 
that whether the specified percentage required for any Act has been voted may 
be calculated by the inspectors; provided, however, that no vote shall be cast 
or counted at any meeting in respect of any Note challenged as not Outstanding 
and ruled by the chairman of the meeting to be not Outstanding.  The chairman 
of the meeting shall have no right to vote other than by virtue of Outstanding 
Notes of such series held by him or instruments in writing duly designating 
him as the person to vote on behalf of Holders of Notes of such series.  Any 
meeting of Holders with respect to which a meeting was duly called pursuant to 
the provisions of Section 9.02 or 9.03 may be adjourned from time to time by a 
majority of such Holders present and the meeting may be held as so adjourned 
without further notice.

		SECTION 9.06.  Voting.  The vote upon any resolution submitted to 
any meeting of Holders with respect to which such meeting is being held shall 
be by written ballots on which shall be subscribed the signatures of such 
Holders or of their representatives by proxy and the serial number or numbers 
of the Notes held or represented by them.  The permanent chairman of the 
meeting shall appoint two inspectors of votes who shall count all votes cast 
at the meeting for or against any resolution and who shall make and file with 
the secretary of the meeting their verified written reports in duplicate of 
all votes cast at the meeting.  A record in duplicate of the proceedings of 
each meeting of Holders shall be prepared by the secretary of the meeting and 
there shall be attached to said record the original reports of the inspectors 
of votes on any vote by ballot taken thereat and affidavits by one or more 
persons having knowledge of the facts setting forth a copy of the notice of 
the meeting and showing that said notice was transmitted as provided in 
Section 9.02.  The record shall show the serial numbers of the Notes voting in 
favor of or against any resolution.  The record shall be signed and verified 
by the affidavits of the permanent chairman and secretary of the meeting and 
one of the duplicates shall be delivered to the Company and the other to the 
Trustee to be preserved by the Trustee.

		Any record so signed and verified shall be conclusive evidence of 
the matters therein stated.

		SECTION 9.07.  No Delay of Rights by Meeting.  Nothing in this 
Article IX contained shall be deemed or construed to authorize or permit, by 
reason of any call of a meeting of Holders or any rights expressly or 
impliedly conferred hereunder to make such call, any hindrance or delay in the 
exercise of any right or rights conferred upon or reserved to the Trustee or 
to any Holder under any of the provisions of the Indenture or of the Notes of 
any series.


ARTICLE X

Consolidation, Merger, Conveyance, Transfer or Lease

		SECTION 10.01.  Company May Consolidate, etc., Only on Certain 
Terms.  
(a)  The Company shall not, and shall not permit any of its Restricted 
Subsidiaries to (i) consolidate with or be a party to a merger with any other 
Person or (ii) directly or indirectly sell, transfer, discount, lease or 
otherwise dispose (other than in the ordinary course of business, which shall 
include the sale of participations in the Company's financing transactions) of 
all or any substantial part (as defined below) of the Property of the Company 
and its Restricted Subsidiaries to any other Person; provided, however, that:

(1)  any Restricted Subsidiary may merge or consolidate with or into the 
Company or any Wholly-Owned Restricted Subsidiary of the Company or any 
corporation which, immediately after giving effect to such transaction, will 
become a Wholly-Owned Restricted Subsidiary of the Company so long as in any 
merger or consolidation involving the Company, the Company shall be the 
surviving or continuing corporation;

(2)  the Company may consolidate with, or merge into, another corporation or 
sell, lease, transfer or otherwise dispose of all or a substantial part of its 
Property to another corporation if

(i)   either (x) the Company is the surviving or continuing corporation in 
such merger or consolidation or (y) if the Company is not the surviving or 
continuing corporation, the corporation formed by such consolidation or into 
which the Company is merged or the corporation that acquires or leases, all or 
a substantial part of the Property of the Company (the "New Company") shall be 
a corporation organized and existing under the laws of the United States of 
America, any state thereof or the District of Columbia and shall expressly 
assume, by an indenture supplemental hereto executed and delivered to the 
Trustee, in form satisfactory to the Trustee, the due and punctual payment of 
the principal of and premium, if any, and interest on, all the Notes and the 
due observance and performance of each of the covenants and other terms of 
this Indenture and the Notes to be observed or performed by the Company; 

(ii)   immediately after such transactions, and after giving effect thereto, 
no Default or Event of Default would exist; and

(iii)  the Company has delivered to the Trustee an Officers' Certificate and 
an Opinion of Counsel each stating that such consolidation, merger, 
conveyance, sale, transfer, lease or other disposition and such supplemental 
indenture comply with this Article X and that all conditions precedent herein 
provided for relating to such transaction have been complied with; and

(3)	any Restricted Subsidiary may sell, transfer, lease or otherwise dispose 
of all or any substantial part of its Property to the Company or any Wholly-
Owned Restricted Subsidiary of the Company.

(b)  The Company shall not permit any of its Restricted Subsidiaries to issue 
or sell any shares of stock of any class (including as "stock" for the 
purposes of this Section 10.01, any warrants, rights or options to purchase or 
otherwise acquire stock or other securities exchangeable for or convertible 
into stock) of such Restricted Subsidiary to any Person other than the Company 
or a Wholly-Owned Restricted Subsidiary of the Company if, as a result 
thereof, the Restricted Subsidiary issuing or selling its stock ceases to be a 
Restricted Subsidiary.

(c)  The Company shall not, and shall not permit any of its Restricted 
Subsidiaries to, sell, transfer or otherwise dispose of (x) any shares of 
stock in any Restricted Subsidiary if, as a result thereof, the Restricted 
Subsidiary whose stock is being sold, transferred or disposed of ceases to be 
a Restricted Subsidiary, or (y) any Indebtedness of any Restricted Subsidiary, 
unless:

(1)  simultaneously with such sale, transfer, or disposition, all shares of 
stock and all Indebtedness of such Restricted Subsidiary at the time owned by 
the Company and by every other Subsidiary shall be sold, transferred or 
disposed of as an entirety;

(2)  the Board of Directors of the Company shall have determined, as evidenced 
by a resolution thereof, that the retention of such stock and Indebtedness is 
no longer in the best interests of the Company;

(3)  such stock and Indebtedness is sold, transferred or otherwise disposed of 
to a Person, for a cash consideration and on terms reasonably deemed by the 
Board of Directors to be adequate and satisfactory;

(4)  the Restricted Subsidiary being disposed of shall not have any continuing 
investment in the Company or any other Restricted Subsidiary not being 
simultaneously disposed of; and

(5)  such sale or other disposition does not involve a substantial part of the 
Property of the Company and its Restricted Subsidiaries.

(d)  As used in this Section 10.01, a sale, transfer, discount, lease or other 
disposition of Property shall be deemed to be a "substantial part" of the 
Property of the Company and its Restricted Subsidiaries if the book value of 
such Property, when added to the book value of all other Property sold, 
transferred, leased or otherwise disposed of by the Company and its Restricted 
Subsidiaries (other than in the ordinary course of business) during the fiscal 
year in which such sale, lease or other disposition occurs, exceeds 10% of 
consolidated assets of the Company and its Restricted Subsidiaries, determined 
as of the end of the immediately preceding fiscal year.  The book value of 
Property sold, transferred, leased or otherwise disposed of shall be excluded 
from the calculation of "substantial part" if (A) (i) such disposition shall 
be for an amount not less than the fair market value of such assets as 
determined in good faith by the Board of Directors of the Company, (ii) after 
giving effect to such disposition, no Default or Event of Default shall have 
occurred and be continuing, and (iii) within 180 days of such disposition an 
amount equal to the net proceeds received from such sale shall be used to (x) 
acquire Property, plant or equipment used or useful in carrying on the 
business of the Company and its Restricted Subsidiaries, or (y) retire Senior 
Debt of the Company or any Restricted Subsidiary of the Company, (B) such 
disposition is a sale and leaseback transaction permitted by Section 12.17, or 
(C) such disposition is a Receivables Securitization Transaction permitted by 
Section 12.14.

		SECTION 10.02.  Successor Corporation Substituted.  Upon any 
consolidation with or merger into any other corporation, or any conveyance, 
sale, transfer, lease or other disposition of all or a substantial part of the 
Property of the Company in accordance with Section 10.01, the successor 
corporation formed by such consolidation or into which the Company is merged 
or to which such conveyance, sale, transfer, lease or other disposition is 
made shall succeed to, and be substituted for, and may exercise every right 
and power of, the Company under this Indenture with the same effect as if such 
successor corporation had been named as the Company herein, and thereafter, 
except in the case of a lease, the predecessor corporation shall be relieved 
of all obligations and covenants under this Indenture and the Notes.

		SECTION 10.03.  Opinion of Counsel.  The Trustee shall be entitled 
to receive and, subject to Sections 6.01 and 6.03, shall be protected in 
relying upon an Opinion of Counsel as conclusive evidence that any such 
consolidation, merger, sale, conveyance or lease and any such assumption 
complies with the provisions of this Article X.

ARTICLE XI

Supplemental Indentures

		SECTION 11.01.  Supplemental Indentures Without Consent of 
Holders.  Without the consent of any Holders, the Company, when authorized by 
a Board Resolution, and the Trustee, at any time and from time to time, may 
enter into one or more indentures supplemental hereto, in form satisfactory to 
the Trustee, for any of the following purposes:

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

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

		(3)	to add any additional Events of Default (and, if such Events 
of Default are to be applicable to less than all series of Notes, stating that 
such Events of Default are expressly being included solely to be applicable to 
such series); or

		(4)	to eliminate any restrictions on the payment of principal of 
(or premium, if any, on) or interest on Notes; or

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

		(6)	to establish the form or terms of Notes, if any, of any 
series as permitted by Sections 2.01 and 3.01 or to permit or facilitate the 
issuance of Notes of any series in uncertificated form; or

		(7)	to evidence and provide for the acceptance of appointment 
hereunder by a successor Trustee with respect to one or more series of Notes 
and to add to or change any of the provisions of this Indenture as shall be 
necessary for or facilitate the administration of the trusts hereunder by more 
than one Trustee, pursuant to the requirements of Section 6.11; or

		(8)	to evidence any changes to Section 6.09 or 6.10 permitted by 
the terms thereof; or

		(9)	to add to or change or eliminate any provision of this 
Indenture as shall be necessary or desirable in accordance with any amendments 
to the Trust Indenture Act, provided such action shall not adversely affect 
the interests of the Holders of the Notes of any series in any material 
respect; or

		(10)	to cure any ambiguity, to correct or supplement any 
provision herein that 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 that shall not be inconsistent with any 
provision of this Indenture, provided such other provisions shall not 
adversely affect the interests of the Holders of Outstanding Notes of any 
series created prior to the execution of such supplemental indenture in any 
material respect; or

		(11)	to modify the restrictions on the Notes, and the procedures 
for, resales and other transfers of the Notes to reflect any change in 
applicable law or regulation (or the interpretation thereof) or to provide 
alternative procedures in compliance with applicable law and practices 
relating to the resale or other transfer of restricted securities generally; 
or

		(12)	to comply with the requirements of the Commission in order 
to effect (or, thereafter, maintain) the qualification of this Indenture under 
the Trust Indenture Act.

		SECTION 11.02.  Supplemental Indentures With Consent of Holders.  
With the consent of the Holders of at least 51% in principal amount of the 
Outstanding Notes of each series affected by such supplemental indenture 
voting separately, by Act of said Holders delivered to the Company and the 
Trustee, the Company, when authorized by 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 or any supplemental indenture or of modifying 
in any manner the rights of the Holders under this Indenture of such Notes; 
provided, however, that no such supplemental indenture shall, without the 
consent of the Holder of each Outstanding Note of each such series affected 
thereby,

		(1)	change the Stated Maturity of the principal of, or any 
installment of interest on, any Note, or reduce the principal amount thereof 
or the interest thereon or any premium payable thereon, or change Place of 
Payment or the Currency in which the principal of (and premium, if any) or 
interest on such Note is denominated or payable, or reduce the amount of the 
principal of a Discount Note that would be due and payable upon a declaration 
of acceleration of the Maturity thereof pursuant to Section 5.02, or impair 
the right to institute suit for the enforcement of any payment on or after the 
Stated Maturity thereof (or, in the case of redemption or repayment, on or 
after the Redemption Date or repayment date); or

		(2)	reduce the percentage in principal amount of the Outstanding 
Notes of any series, the consent of whose Holders is required for any 
supplemental indenture, or the consent of whose Holders is required for any 
waiver of compliance with certain provisions of this Indenture or certain 
Defaults hereunder and their consequences provided for in this Indenture; or

		(3)	modify any of the provisions of this Section, Section 5.12 
or Section 12.06, except to increase any such percentage or to provide that 
certain other provisions of this Indenture cannot be modified or waived 
without the consent of the Holder of each Outstanding Note affected thereby; 
provided, however, that this clause shall not be deemed to require the consent 
of any Holder with respect to changes in the references to "the Trustee" and 
concomitant changes in this Section and Section 12.06, or the deletion of this 
proviso, in accordance with the requirements of Sections 6.11 and 11.01(7).

		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.

		A supplemental indenture that changes or eliminates any covenant 
or other provision of this Indenture with respect to one or more particular 
series of Notes or that modifies the rights of the Holders of Notes 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 Notes of any other 
series.

		SECTION 11.03.  Execution of Supplemental Indentures.  In 
executing, or accepting the additional trusts created by, any supplemental 
indenture permitted by this Indenture, the Trustee shall be entitled to 
receive, and (subject to Section 6.01) 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 that 
materially adversely affects the Trustee's own rights, duties or immunities 
under this Indenture or otherwise.

		SECTION 11.04.  Effect of Supplemental Indentures.  Upon the 
execution of any supplemental indenture under this Article, this Indenture 
shall be modified in accordance therewith, and such supplemental indenture 
shall form a part of this Indenture for all purposes; and every Holder of 
Notes theretofore or thereafter authenticated and delivered hereunder shall be 
bound thereby.

		SECTION 11.05.  Conformity with Trust Indenture Act.  Every 
supplemental indenture executed pursuant to this Article shall conform to the 
requirements of the Trust Indenture Act as then in effect (regardless of 
whether or not this Indenture is then required by applicable law to be 
"qualified" thereunder).

		SECTION 11.06.  Reference in Notes to Supplemental Indentures.  
Notes 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 Notes of any series so modified as to conform, in the opinion 
of the Trustee and the Board of Directors, to any such supplemental indenture 
may be prepared and executed by the Company and authenticated and delivered by 
the Trustee in exchange for Outstanding Notes of such series.

		SECTION 11.07.  Notice of Supplemental Indenture.  Promptly after 
the execution by the Company and the Trustee of any supplemental indenture 
pursuant to Section 11.02, the Company shall transmit to the Holders of Notes 
of any series affected thereby a notice setting forth the substance of such 
supplemental indenture.


ARTICLE XII

Covenants

		SECTION 12.01.  Payment of Principal, Premium and Interest.  The 
Company covenants and agrees for the benefit of each series of Notes that it 
will duly and punctually pay the principal of (and premium, if any) and 
interest on the Notes in accordance with the terms of the Notes and this 
Indenture.

		SECTION 12.02.  Maintenance of Office or Agency.  The Company will 
maintain in the Borough of Manhattan, The City of New York, and in each other 
Place of Payment for any series of Notes, an office or agency where Notes of 
such series may be presented or surrendered for payment, where Notes of such 
series may be surrendered for transfer or exchange and where notices and 
demands to or upon the Company in respect of the Notes of such series and this 
Indenture may be served.  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 in the Borough 
of Manhattan, The City of New York, and the Company hereby appoints the 
Trustee as its agent to receive all presentations, surrenders, notices and 
demands.

		The Company may also from time to time designate different or 
additional offices or agencies to be maintained for such purposes (in or 
outside of any Place of Payment), and may from time to time rescind any such 
designations; provided, however, that no such designation or rescission shall 
in any manner relieve the Company of its obligations described in the 
preceding paragraph.  The Company will give prompt written notice to the 
Trustee of any such additional designation or rescission of designation and 
any change in the location of any such different or additional office or 
agency.

		SECTION 12.03.  Money for Notes; 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 Notes, it will, on or before each due date of the principal of (and 
premium, if any) or interest on any of the Notes of such series, segregate and 
hold in trust for the benefit of the Persons entitled thereto a sum sufficient 
to pay the principal (and premium, if any) or interest so becoming due until 
such sums shall be paid to such Persons or otherwise disposed of as herein 
provided, and will promptly notify the Trustee of its action or failure so to 
act.

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

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

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

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

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

		The 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 to be 
held by the Trustee upon the same trusts as those upon which such 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 money.

		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 (and 
premium, if any) or interest on any Note of any series and remaining unclaimed 
for two years after such principal (and premium, if any) or interest has 
become due and payable shall be paid to the Company upon Company Request, or 
(if then held by the Company) shall be discharged from such trust, and the 
Holder of such Note shall thereafter, as an unsecured general creditor, look 
only to the Company (unless applicable law designates another Person) 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 transmitted in the manner and to the extent 
provided by Section 1.05, 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 notification, any unclaimed balance of such money then remaining 
will be repaid to the Company.

		SECTION 12.04. Corporate Existence.  The Company shall do or cause 
to be done all things necessary to preserve and keep in full force and effect, 
and shall cause each of its Restricted Subsidiaries to do all things necessary 
to preserve and keep in full force and effect, its corporate (or other) 
existence and all licenses, rights, franchises and permits necessary to the 
proper conduct of its business, except where the failure to maintain any such 
license, right, franchise or permit would not have a Material Adverse Effect; 
provided, however, that the foregoing shall not prevent (x) any transaction 
permitted by Article X hereof, or (y) the Company from dissolving or 
liquidating any of its Restricted Subsidiaries and distributing its assets to 
its shareholders so long as after giving effect thereto, no Default or Event 
of Default shall have occurred and be continuing and the loss thereof is not 
disadvantageous in any material respect to the Holders.

		SECTION 12.05.  Officers' Certificate as to Default.  The Company 
shall deliver to the Trustee within 120 days after the end of each fiscal year 
of the Company ending after the date hereof, an Officers' Certificate 
indicating whether the Company has complied with all conditions and covenants 
under this Indenture, and if the Company is in Default thereunder, specifying 
all such Defaults and the nature thereof.  The Company shall also deliver 
written notice to the Trustee within five Business Days after any officer of 
the Company has become aware of the occurrence of any event that such officer 
knows would constitute a Default or an Event of Default under this Indenture 
or an event of default, or event which with the giving of notice or the lapse 
of time or both would become an event of default, under any instrument of the 
kind described in Section 5.01(9).
 
		For the purposes of this Section 12.05, compliance shall be 
determined without regard to any period of grace or requirement of notice 
under this Indenture.

		SECTION 12.06.  Waiver of Certain Covenants.  The Company may, 
with respect to the Notes of any series, omit in any particular instance to 
comply with any covenant set forth in Sections 12.12 through 12.21 (and, if so 
specified pursuant to Section 3.01 any other restrictive covenant added for 
the benefit of the Holders of such series pursuant to Section 3.01) if, before 
the time for such compliance, the Holders of at least 51% in principal amount 
of the Outstanding Notes of such series shall, by Act of such Holders, either 
waive such compliance in such instance or generally waive compliance with such 
covenant, but no such waiver shall extend to or affect such covenant except to 
the extent so expressly waived or shall extend to or affect any other covenant 
and, until such waiver shall become effective, the obligations of the Company 
and the duties of the Trustee in respect of any such covenant shall remain in 
full force and effect.

		SECTION 12.07.  Maintenance of Property.  The Company shall 
maintain, preserve and keep, and shall cause each of its Restricted 
Subsidiaries to maintain, preserve and keep, its Properties (other than 
Property held for sale or lease) which are used or useful in the conduct of 
its business (whether owned in fee or a leasehold interest) in good repair and 
working order and from time to time will make all necessary repairs, 
replacements, renewals and additions so that at all times the efficiency 
thereof shall be maintained unless and to the extent that failure to so 
maintain, preserve and keep certain Properties would not have a Material 
Adverse Effect, and will not be disadvantageous in any material respect to the 
Holders; provided that with respect to Property leased to third parties, the 
obligations under this Section 12.07 may be satisfied by imposing the same 
requirements upon the lessees of such Property and by exercising such degree 
of supervision and enforcement of such obligations as shall be commercially 
reasonable.

SECTION 12.08.  Payment of Taxes and Other Claims; Compliance with 
Laws.  The Company will promptly pay and discharge, and will cause each 
Restricted Subsidiary promptly to pay and discharge, all lawful taxes, 
assessments and governmental charges or levies imposed upon the Company or 
such Restricted Subsidiary, respectively, or upon or in respect of all or any 
part of the Property or business of the Company or such Restricted Subsidiary, 
all trade accounts payable in accordance with usual and customary business 
terms, and all claims for work, labor or materials, which if unpaid might 
become a Lien or charge upon any Property of the Company or such Restricted 
Subsidiary; provided the Company or such Restricted Subsidiary shall not be 
required to pay any such tax, assessment, charge, levy, account payable or 
claim if failure to do so would not have a Material Adverse Effect, or if (i) 
the validity, applicability or amount thereof is being contested in good faith 
by appropriate actions or proceedings, and (ii) the Company or such Restricted 
Subsidiary shall set aside on its books, reserves deemed by it to be adequate 
with respect thereto, if required by GAAP.  The Company will promptly comply 
and will cause each Restricted Subsidiary to comply with all laws, ordinances 
or governmental rules and regulations to which it is subject including, 
without limitation, the Occupational Safety and Health Act of 1970, ERISA and 
all laws, ordinances, governmental rules and regulations relating to 
environmental protection in all applicable jurisdictions, the violation of 
which might reasonably be expected to result in any Lien or charge upon any 
Property of the Company or any Restricted Subsidiary which might reasonably be 
expected to have a Material Adverse Effect, unless the validity or 
applicability thereof is being contested in good faith by appropriate actions 
or proceedings, and the Company or such Restricted Subsidiary shall set aside 
on its books reserves deemed by it to be adequate with respect thereto.

SECTION 12.09.  Repurchases and Resales of Notes by the Company 
and its Affiliates.  Neither the Company nor any of its Affiliates, directly 
or indirectly, may repurchase or make any offer to repurchase Notes of any 
series unless the offer has been made to repurchase the Notes, pro rata, from 
all Holders of the Notes of such series at the same time and upon the same 
terms.  

In case the Company repurchases any Notes, such Notes shall thereafter be 
cancelled and no Notes shall be issued in substitution therefor.  In case any 
Affiliate of the Company shall repurchase Notes, such Notes shall continue to 
be held by such Affiliate and shall not be resold by such Affiliate to any 
Person other than the Company or to another Affiliate of the Company.

SECTION 12.10.  Insurance.  The Company shall maintain, and shall 
cause each of its Restricted Subsidiaries to maintain, insurance coverage by 
financially sound and reputable insurers in such forms and amounts and against 
such risks as are customary for corporations of established reputation engaged 
in the same or a similar business and owning and operating similar Properties; 
provided that with respect to Property leased to third parties, the 
obligations under this Section 12.10 may be satisfied by imposing the same 
requirements upon the lessees of such Property and by exercising such degree 
of supervision and enforcement of such obligations of such lessees as shall be 
commercially reasonable.

SECTION 12.11.  Nature of Business.  Neither the Company nor any 
Restricted Subsidiary of the Company will engage in any business other than 
the Finance Business.

SECTION 12.12.  Maintenance of Consolidated Adjusted Net Worth.  
The Company shall at all times keep and maintain Consolidated Adjusted Net 
Worth in an amount not less than (i) in the case of its fiscal quarter ending 
April 30, 1997, U.S.$70,000,000, and (ii) in the case of each fiscal quarter 
thereafter, an amount equal to the sum of the amount required to be maintained 
in the immediately previous fiscal quarter plus 25% of Consolidated Net Income 
for such immediately previous fiscal quarter (but without deduction in the 
event of a deficit in Consolidated Net Income).

SECTION 12.13.  Limitation on Indebtedness.  (a)  The Company 
shall not at any time permit both

(i)  the aggregate unpaid principal amount of Senior Obligations to exceed 
600% of the sum of (A) Consolidated Adjusted Net Worth and (B) the aggregate 
unpaid principal amount of Subordinated Debt; and

(ii)  the aggregate unpaid principal amount of Total Debt to exceed 750% of 
Consolidated Adjusted Net Worth.

(b)  The Company shall not at any time permit the aggregate unpaid amount of 
Priority Obligations to exceed 10% of Consolidated Adjusted Net Worth as at 
the end of the fiscal year of the Company then most recently ended.

SECTION 12.14.  Limitation on Receivables Securitizations.  The 
Company shall not, and shall not permit any Restricted Subsidiary to, enter 
into any Receivables Securitization Transaction; provided however the Company 
or any Restricted Subsidiary may enter into any Receivables Securitization 
Transaction so long as, after giving effect thereto and to the application of 
the proceeds thereof, the aggregate value of assets then subject to all 
Receivables Securitization Transactions does not exceed 40% of the sum of (i) 
the aggregate value of assets then subject to all Receivables Securitization 
Transactions, plus (without duplication) (ii) total assets of the Company and 
its Restricted Subsidiaries determined on a consolidated basis in accordance 
with GAAP.

SECTION 12.15.  Limitation on Liens.  The Company shall not, and 
shall not permit any Restricted Subsidiary to, create or incur, or suffer to 
be incurred or to exist, any mortgage, pledge, security interest, encumbrance, 
charge or Lien of any kind on its or their Property, whether now owned or 
hereafter acquired, or upon any income or profits therefrom, or transfer any 
Property for the purpose of subjecting the same to the payment of obligations 
in priority to the payment of its or their general creditors, or acquire or 
agree to acquire, or permit any Restricted Subsidiary to acquire, any Property 
upon conditional sales agreements or other title retention devices, except:

(a)  Liens for property taxes and assessments and/or governmental charges or 
levies and Liens securing claims or demands of mechanics and materialmen; 
provided that payment thereof is not at the time required by Section 12.08;

(b)  Liens of or resulting from any judgment or award, (x) which, if unpaid 
would not otherwise be an Event of Default or (y) the time for the appeal or 
petition for rehearing of which shall not have expired, or in respect of which 
the Company or a Restricted Subsidiary shall at any time in good faith be 
prosecuting an appeal or proceeding for a review and in respect of which a 
stay of execution pending such appeal or proceeding for review shall have been 
secured and for which the Company or such Restricted Subsidiary has set aside 
on its books reserves deemed by it to be adequate with respect thereto; 
provided that the aggregate amount so secured by Liens pursuant to this clause 
(b) shall not at any time exceed an amount equal to 10% of Consolidated 
Adjusted Net Worth;

(c)  Liens, charges, encumbrances and priority claims incidental to the 
conduct of business or the ownership of Properties (including warehousemen's 
and attorneys' liens and statutory landlords' liens) and deposits, pledges or 
Liens to secure the performance of bids, tenders or trade contracts, or to 
secure statutory obligations, surety or appeal bonds or other Liens of like 
general nature incurred in the ordinary course of business and not in 
connection with the borrowing of money; provided in each case, the obligation 
secured is not overdue or, if overdue, is being contested in good faith by 
appropriate actions or proceedings;

(d)  minor survey exceptions or minor encumbrances, easements or reservations, 
or rights of others for rights-of-way, utilities and other similar purposes, 
or zoning or other restrictions as to the use of real Properties, which do not 
materially impair their use in the operation of the business of the Company 
and its Restricted Subsidiaries;

(e)  mortgages, Liens or security interests securing Indebtedness of a 
Restricted Subsidiary to the Company;

(f)  mortgages, Liens or security interests securing Non-Recourse Debt; 
provided that such mortgages, Liens or security interests shall be limited to 
the Property financed by such Non-Recourse Debt and the lease or security 
agreement to which such Property is subject;

(g)  mortgages, conditional sale contracts, security interests or other 
arrangements for the retention of title (including Capitalized Leases) 
incurred after the date hereof given to secure the payment of the purchase 
price incurred in connection with the acquisition of fixed assets useful and 
intended to be used in carrying on the business of the Company or a Restricted 
Subsidiary, which Liens are incurred contemporaneously with or within 180 days 
after such acquisition, and Liens existing on such fixed assets at the time of 
acquisition thereof or at the time of acquisition by the Company or a 
Restricted Subsidiary of any business entity then owning such fixed assets, 
whether or not such existing Liens were given to secure the payment of the 
purchase price of the fixed assets to which they attach so long as they were 
not incurred, extended or renewed in contemplation of such acquisition; 
provided that (i) the Lien or charge shall attach solely to the Property 
acquired or purchased, (ii) at the time of acquisition of such fixed assets, 
the aggregate amount remaining unpaid on all Indebtedness secured by Liens on 
such fixed assets whether or not assumed by the Company or a Restricted 
Subsidiary shall not exceed the lesser of the total purchase price or fair 
market value at the time of acquisition of such fixed assets (as determined in 
good faith by the Board of Directors of the Company) and (iii) all such 
Indebtedness shall comply with the applicable limitations provided in Section 
12.13;

(h)  Liens incurred in connection with any Receivables Securitization 
Transaction permitted by Section 12.14; provided that such Liens attach solely 
to the accounts receivable subject to such Receivables Securitization 
Transaction; and

(i)  in addition to the Liens permitted by the preceding paragraphs (a) 
through (h) of this Section 12.15, Liens securing Senior Debt of the Company 
or any Restricted Subsidiary; provided that such Senior Debt shall be 
permitted by Section 12.13.

SECTION 12.16.  Limitation on Restricted Payments.  The Company 
shall not, and with respect to clauses (d) and (e) below each Restricted 
Subsidiary of the Company shall not, except as hereinafter provided:

(a)  Declare or pay any dividends, either in cash or Property, on any shares 
of its capital stock of any class (except dividends or other distributions 
payable solely in shares of capital stock of the Company); or

(b)  Directly or indirectly, or through any Restricted Subsidiary, purchase, 
redeem or retire any shares of its capital stock of any class or any warrants, 
rights or options to purchase or acquire any shares of its capital stock or 
other securities convertible into stock; or

(c)  Make any other payment or distribution, either directly or indirectly or 
through any Restricted Subsidiary, in respect of its capital stock; or

(d)  Purchase, redeem, prepay or otherwise retire or acquire the whole or any 
part of any issue of Capital Debt other than (i) in exchange for shares of 
capital stock of the Company or (ii) out of the proceeds of the concurrent 
issuance of Capital Debt permitted by Section 12.13 with a Weighted Average 
Life to Maturity equal to or greater than the Weighted Average Life to 
Maturity of the Capital Debt being purchased, redeemed, prepaid or otherwise 
retired or acquired; or

(e)  Purchase, redeem, prepay or otherwise retire or acquire the whole or any 
part of any issue of Subordinated Debt other than (i) in exchange for shares 
of capital stock of the Company or (ii) out of the proceeds of the concurrent 
issuance of Capital Debt or Subordinated Debt permitted by Section 12.13 with 
a Weighted Average Life to Maturity equal to or greater than the Weighted 
Average Life to Maturity of the Subordinated Debt being purchased, redeemed, 
prepaid or otherwise retired or acquired.

(such declarations or payments of dividends, purchases, redemptions or 
retirements of capital stock or Capital Debt or Subordinated Debt and 
warrants, rights or options, and all such other distributions being herein 
collectively called "Restricted Payments"), if at such time or after giving 
effect thereto the aggregate amount of Restricted Payments made during the 
period from and after January 31, 1997, to and including the date of the 
making of the Restricted Payment in question, would exceed the sum of (i) 
U.S.$l0,000,000 plus (ii) to the extent that Capital Debt outstanding on the 
date hereof is exchanged for capital stock of the Company, an amount equal to 
all interest which would have been payable with respect to such exchanged 
Capital Debt during the period from the date of such exchange to the date of 
any determination hereunder, plus (iii) the net cash proceeds to the Company 
from the issue or sale subsequent to January 31, 1997 of Capital Debt, 
Subordinated Debt or shares of capital stock of the Company or warrants, 
rights or options to purchase or acquire any shares of its capital stock, plus 
(iv) 75% of Consolidated Net Income for such period, computed on a cumulative 
basis for said entire period (or if such Consolidated Net Income is a deficit 
figure, then minus 100% of such deficit).

The Company will not declare any dividend which constitutes a Restricted 
Payment payable more than 60 days after the date of declaration thereof and 
will not declare or make any Restricted Payment if at such time or after 
giving effect thereto a Default or an Event of Default has occurred and is 
continuing.

For the purposes of this Section 12.16, the amount of any Restricted Payment 
declared, paid or distributed in Property of the Company shall be deemed to be 
the greater of the book value or fair market value (as determined in good 
faith by the Board of Directors of the Company) of such Property at the time 
of the making of the Restricted Payment in question.

SECTION 12.17.  Limitation on Sale and Leasebacks.  The Company 
shall not, and shall not permit any Restricted Subsidiary to, enter into any 
arrangement whereby the Company or any Restricted Subsidiary shall sell or 
transfer any Property owned by the Company or such Restricted Subsidiary to 
any Person other than the Company or a Restricted Subsidiary and thereupon the 
Company or any Restricted Subsidiary shall lease or intend to lease, as 
lessee, the same Property, except that the Company or a Restricted Subsidiary 
may enter into such an arrangement if (i) such Property is newly acquired or 
constructed Property, (ii) the Company or such Restricted Subsidiary shall 
enter into such arrangement within 180 days following the acquisition or 
construction of such Property, and (iii) after giving effect to the 
consummation of such arrangement, the aggregate sale price of the Property 
subject to such arrangements entered into by the Company and its Restricted 
Subsidiaries since January 31, 1997 does not exceed 10% of the consolidated 
assets of the Company and its Restricted Subsidiaries, determined as of the 
end of the immediately preceding fiscal year.

SECTION 12.18.  Transactions with Affiliates.  The Company shall 
not, and shall not permit any Restricted Subsidiary to, enter into or be a 
party to any transaction or arrangement with any of its Affiliates (including, 
without limitation, the purchase from, sale to or exchange of Property with, 
or the rendering of any service by or for, any Affiliate) other than a Wholly-
Owned Restricted Subsidiary, except in the ordinary course of and pursuant to 
the reasonable requirements of the Company's or such Restricted Subsidiary's 
business and upon fair and reasonable terms no less favorable to the Company 
or such Restricted Subsidiary than would obtain in a comparable arm's-length 
transaction with a Person other than an Affiliate.

In the event a Restricted Subsidiary is redesignated as an Unrestricted 
Subsidiary pursuant to Section 12.21, all transactions and arrangements 
between such Subsidiary and the Company or any Restricted Subsidiary which 
occurred or existed at any time during the 12-month period ending with the 
date of such redesignation shall, for purposes of this Section, be deemed to 
have been entered into immediately after such redesignation.

SECTION 12.19.  Voluntary Retirement of Subordinated Debt or 
Capital Debt.  The Company shall not, except as permitted under Section 12.16, 
directly or indirectly or through any Subsidiary, purchase, redeem or 
otherwise retire or acquire prior to the respective stated maturities thereof, 
the whole or any part of any issue of Subordinated Debt or Capital Debt except 
in accordance with the applicable provisions thereof or of any indenture, 
agreement or similar instrument under or pursuant to which such Subordinated 
Debt or Capital Debt has been issued, unconditionally requiring payments into 
a sinking fund, periodic prepayments, or other analogous payments for the 
amortization of such Subordinated Debt or Capital Debt.

SECTION 12.20.  Amendment of Subordinated Debt or Capital Debt.  
The Company shall not, at any time, be a party to any amendment or 
modification of any payment or subordination provisions applicable to 
Subordinated Debt or Capital Debt outstanding on the date hereof other than an 
amendment or modification which extends the Weighted Average Life to Maturity 
thereof, reduces the interest rate thereon or further subordinates such 
Subordinated Debt or Capital Debt.

SECTION 12.21.  Designation of Subsidiaries.  (a) The Board of 
Directors of the Company may at any time and from time to time, upon not less 
than 15 days' prior written notice given to each of the Holders of the Notes 
at the time outstanding, designate a Restricted Subsidiary as an Unrestricted 
Subsidiary; provided that (x) such Restricted Subsidiary has not previously 
been designated an Unrestricted Subsidiary pursuant to this Section 12.21 and 
(y) at the time of such designation and after giving effect thereto no Default 
or Event of Default shall have occurred and be continuing.

(b)  The Board of Directors of the Company may at any time and from time to 
time, upon not less than 15 days' prior written notice given to each of the 
Holders of the Notes at the time outstanding, designate an Unrestricted 
Subsidiary as a Restricted Subsidiary; provided that (x) such Unrestricted 
Subsidiary has not previously been designated a Restricted Subsidiary pursuant 
to this Section 12.21 and (y) at the time of such designation and after giving 
effect thereto no Default or Event of Default shall have occurred and be 
continuing.

(c)  Any notice of designation pursuant to this Section 12.21 shall be 
accompanied by a certificate signed by an authorized financial officer of the 
Company demonstrating by calculations in reasonable detail that the provisions 
of this Section 12.21 have been complied with in connection with such 
designation and setting forth the name of each other Subsidiary (if any) which 
has or will become an Unrestricted Subsidiary or a Restricted Subsidiary, as 
the case may be, as a result of any such designation.

		SECTION 12.22.  Calculation of Original Issue Discount.  If any 
Discount Notes are issued hereunder, the Company shall file with the Trustee 
promptly at the end of each calendar year a written notice specifying the 
amount of original issue discount (including daily rates and accrual periods) 
accrued on any such Outstanding Discount Notes as of the end of such year.


ARTICLE XIII

Redemption and Repayment of Notes

		SECTION 13.01.  Applicability of Article.  Notes of any series 
that are redeemable or repayable before their Stated Maturity shall be 
redeemable or repayable in accordance with their terms and (except as 
otherwise specified pursuant to Section 3.01 for Notes of any series) in 
accordance with this Article.

		SECTION 13.02.  Election to Redeem; Notice to Trustee.  The 
election of the Company to redeem any Notes shall be evidenced by a Board 
Resolution.  In case of any redemption at the election of the Company of less 
than all of the Notes of any series pursuant to Section 13.03, the Company 
shall, at least 60 days prior to the Redemption Date fixed by the Company 
(unless a shorter period shall be satisfactory to the Trustee), notify the 
Trustee of such Redemption Date and of the principal amount of Notes of such 
series to be redeemed.  In case of any redemption at the election of the 
Company of all of the Notes of any series, the Company shall, at least 45 days 
prior to the Redemption Date fixed by the Company (unless a shorter period 
shall be satisfactory to the Trustee), notify the Trustee of such Redemption 
Date.  In the case of any redemption of Notes prior to the expiration of any 
restriction on such redemption provided in the terms of such Notes or 
elsewhere in this Indenture, the Company shall furnish the Trustee with an 
Officers' Certificate evidencing compliance with such restrictions.  

		If less than all the Notes 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 Notes to be redeemed and shall 
notify the Trustee in writing thereof at least 45 days prior to the relevant 
Redemption Date.

		SECTION 13.03.  Selection by Trustee of Notes To Be Redeemed.  
Except in the case of a redemption in whole of the Notes of such series, if 
less than all the Notes of any series are to be redeemed at the option of the 
Company, the particular Notes to be redeemed shall be selected not more than 
60 days prior to the Redemption Date by the Trustee, from the Outstanding 
Notes 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 (equal to the minimum authorized 
denomination for Notes of such series or any authorized denomination in excess 
thereof) of the principal amount of Notes of such series in a denomination 
larger than the minimum authorized denomination for Notes of such series.  In 
any case where more than one Note of such series is registered in the same 
name, the Trustee in its discretion may treat the aggregate principal amount 
so registered as if it were represented by one Note of such series.

		The Trustee shall promptly notify the Company in writing of the 
Notes selected for redemption and, in the case of any Notes 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 Notes shall relate, in 
the case of any Note redeemed or to be redeemed only in part, to the portion 
of the principal amount of such Note that has been or is to be redeemed.

		SECTION 13.04.  Notice of Redemption.  Notice of redemption 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, not less than 30 days and not more 
than 60 days prior to the Redemption Date, to the Holders of Notes of any 
series to be redeemed in whole or in part pursuant to this Article XIII, in 
the manner provided in Section 1.05.  Any notice so given shall be 
conclusively presumed to have been duly given, whether or not the Holder 
receives such notice.  Failure to give such notice, or any defect in such 
notice to the Holder of any Note of a series designated for redemption, in 
whole or in part, shall not affect the sufficiency of any notice of redemption 
with respect to the Holder of any other Note of such series.

		All notices of redemption shall identify the Notes to be redeemed 
(including, if applicable, CUSIP numbers) and shall state:

		(1)	the Redemption Date,

		(2)	the Redemption Price,

		(3)	that Notes of such series are being redeemed by the Company 
pursuant to provisions contained in this Indenture or the terms of the Notes 
of such series or a supplemental indenture establishing such series, if such 
be the case, together with a brief statement of the facts permitting such 
redemption,

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

		(5)	that on the Redemption Date the Redemption Price will become 
due and payable upon each such Note to be redeemed, and that interest thereon, 
if any, shall cease to accrue on and after said date,

		(6)	the Place or Places of Payment where such Notes are to be 
surrendered for payment of the Redemption Price,

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

		(8)	if any Note of any series is to be redeemed in part, that on 
and after the Redemption Date, upon surrender of such Note appertaining 
thereto, a new Note or Notes of such series in principal amount equal to the 
unredeemed portion thereof will be issued or, in the case of Notes providing 
appropriate space for such notation, at the option of the Holders, the 
Trustee, in lieu of delivering a new Note or Notes as aforesaid, may make a 
notation on such Note of the payment of the redeemed portion thereof.

		SECTION 13.05.  Deposit of Redemption Price.  On or prior to the 
Redemption Date for any Notes, 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 12.03) an amount of money 
in Dollars (or, if applicable, the Designated Currency specified pursuant to 
Section 3.01) sufficient to pay the Redemption Price of such Notes or any 
portions thereof that are to be redeemed on that date.

		SECTION 13.06.  Notes Payable on Redemption Date.  Notice of 
redemption having been given as aforesaid, any Notes so to be redeemed shall, 
on the Redemption Date, become due and payable at the Redemption Price and 
from and after such date (unless the Company shall default in the payment of 
the Redemption Price) such Notes shall cease to bear interest.  Upon surrender 
of any such Note for redemption in accordance with said notice, such Note 
shall be paid by the Company at the Redemption Price; provided, however, that 
installments of interest that have a Stated Maturity on or prior to the 
Redemption Date for such Notes shall be payable according to the terms of such 
Notes and the provisions of Section 3.07.

		If any Note 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 prescribed 
therefor in the Note.

		SECTION 13.07.  Notes Redeemed in Part.  Any Note that is to be 
redeemed only in part shall be surrendered at the Corporate Trustee Office or 
such other office or agency of the Company as is specified pursuant to Section 
3.01 with, if the Company, the Security Registrar or the Trustee so requires, 
due endorsement by, or a written instrument of transfer in form satisfactory 
to the Company, the Security Registrar and the Trustee duly executed by, the 
Holder thereof or his attorney duly authorized in writing, and the Company 
shall execute, and the Trustee shall authenticate and deliver to the Holder of 
such Note without service charge, a new Note or Notes of the same series, of 
like tenor and form, 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 Note so surrendered; except that if 
a Global Note is so surrendered, the Company shall execute, and the Trustee 
shall authenticate and deliver to the Depositary for such Global Note, without 
service charge, a new Global Note in a denomination equal to and in exchange 
for the unredeemed portion of the principal of the Global Note so surrendered. 
In the case of a Note providing appropriate space for such notation, at the 
option of the Holder thereof, the Trustee, in lieu of delivering a new Note or 
Notes as aforesaid, may make a notation on such Note of the payment of the 
redeemed portion thereof.

		SECTION 13.08.	 Repayment of Notes at Holder's Option.  If so 
provided pursuant to Section 3.01, a Holder may require the repayment by the 
Company of its Notes on the optional repayment dates, at the repayment prices 
and in accordance with the procedures established pursuant to Section 3.01 and 
set forth in such Notes.  

		Upon receipt of notice of exercise of the option for repayment and 
the Notes to be repaid as set forth in such Notes, the Trustee shall give 
notice to the Company not less than 20 days prior to each optional repayment 
date of such optional repayment date and of the principal amount of Notes to 
be repaid on such date.

		On or prior to any optional repayment 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 
12.03) an amount of money in Dollars (or, if applicable, the Designated 
Currency specified pursuant to Section 3.01) an amount of money sufficient to 
pay the optional repayment price, and accrued interest (and premium, if any) 
thereon to such date, of all the Notes or portions thereof which are to be 
repaid on such date.  The Trustee will use such money to repay such Notes 
pursuant to the terms set forth in such Notes.  The provisions of Section 
13.07 hereof shall apply to Notes repaid in part.

ARTICLE XIV

Sinking Funds

		SECTION 14.01.  Applicability of Article.  The provisions of this 
Article shall be applicable to any sinking fund for the retirement of Notes of 
a series except as otherwise specified pursuant to Section 3.01 for Notes of 
such series.

		The minimum amount of any sinking fund payment provided for by the 
terms of Notes 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 Notes of any series is herein referred to as an "optional 
sinking fund payment".  If provided for by the terms of Notes of any series, 
the amount of any cash sinking fund payment may be subject to reduction as 
provided in Section 14.02.  Each sinking fund payment shall be applied to the 
redemption of Notes of any series as provided for by the terms of Notes of 
such series.

		SECTION 14.02.  Satisfaction of Mandatory Sinking Fund Payments 
with Notes.  In lieu of making all or any part of a mandatory sinking fund 
payment with respect to any Notes of a series in cash, the Company may at its 
option, at any time no more than sixteen months and no less than 45 days prior 
to the date on which such sinking fund payment is due, deliver to the Trustee 
Notes of such series theretofore purchased or otherwise acquired by the 
Company, except Notes of such series that have been redeemed through the 
application of mandatory or optional sinking fund payments pursuant to the 
terms of the Notes of such series, accompanied by a Company Order instructing 
the Trustee to credit such obligations and stating that the Notes of such 
series were originally issued by the Company by way of bona fide sale or other 
negotiation for value; provided that such Notes shall not have been previously 
so credited.  Such Notes shall be received and credited for such purpose by 
the Trustee at the Redemption Price specified in such Notes for redemption 
through operation of the sinking fund and the amount of such mandatory sinking 
fund payment shall be reduced accordingly.

		SECTION 14.03.  Redemption of Notes for Sinking Fund.  Not less 
than 60 days prior to each sinking fund payment date for any series of Notes 
(unless a shorter period shall be satisfactory to the Trustee), the Company 
will 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, that is to be satisfied by payment 
of money in Dollars (or, if applicable, the Designated Currency specified 
pursuant to Section 3.01) and the portion thereof, if any, that is to be 
satisfied by delivering and crediting Notes of such series pursuant to Section 
14.02 and whether the Company intends to exercise its rights 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 (or, as required by this 
Indenture, the Notes specified in such certificate), the sinking fund payment 
due on the next succeeding sinking fund payment date for such series shall be 
paid entirely in cash and shall be sufficient to redeem the principal amount 
of the Notes of such series subject to a mandatory sinking fund payment 
without the right to deliver or credit Notes as provided in Section 14.02 and 
without the right to make any optional sinking fund payment with respect to 
such series at such time.

		Any sinking fund payment or payments (mandatory or optional) made 
in cash plus any unused balance of any preceding sinking fund payments made 
with respect to the Notes of any particular series shall be applied by the 
Trustee (or by the Company if the Company is acting as its own Paying Agent) 
on the sinking fund payment date on which such payment is made (or, if such 
payment is made before a sinking fund payment date, on the sinking fund 
payment date immediately following the date of such payment) to the redemption 
of Notes of such series at the Redemption Price specified in such Notes with 
respect to the sinking fund.  Any sinking fund moneys not so applied or 
allocated by the Trustee (or by the Company if the Company is acting as its 
own Paying Agent) to the redemption of Notes shall be added to the next 
sinking fund payment received by the Trustee (or if the Company is acting as 
its own Paying Agent, segregated and held in trust as provided in Section 
12.03) for such series and, together with such payment (or such amount so 
segregated) shall be applied in accordance with the provisions of this Section 
14.03.  Any and all sinking fund moneys with respect to the Notes of any 
particular series held by the Trustee (or if the Company is acting as its own 
Paying Agent, segregated and held in trust as provided in Section 12.03) on 
the last sinking fund payment date with respect to Notes of such series and 
not held for the payment or redemption of particular Notes of such series 
shall be applied by the Trustee (or by the Company if the Company is acting as 
its own Paying Agent), together with other moneys, if necessary, to be 
deposited (or segregated) sufficient for the purpose, to the payment of the 
principal of the Notes of such series at Maturity.

		The Trustee shall select or cause to be selected the Notes to be 
redeemed upon such sinking fund payment date in the manner specified in 
Section 13.03 and the Company shall cause notice of the redemption thereof to 
be given in the manner provided in Section 13.04.  Such notice having been 
duly given, the redemption of such Notes shall be made upon the terms and in 
the manner stated in Section 13.06.

		On or before each sinking fund payment date, the Company shall pay 
to the Trustee (or, if the Company is acting as its own Paying Agent, the 
Company shall segregate and hold in trust as provided in Section 12.03) in 
cash a sum in Dollars (or, if applicable, the Designated Currency specified 
pursuant to Section 3.01) equal to the principal and any interest accrued to 
the Redemption Date for Notes or portions thereof to be redeemed on such 
sinking fund payment date pursuant to this Section.

		Neither the Trustee nor the Company shall redeem any Notes of a 
series with sinking fund moneys or mail any notice of redemption of Notes of 
such series by operation of the sinking fund for such series during the 
continuance of a Default in payment of interest, if any, on any Notes of such 
series or of any Event of Default (other than an Event of Default occurring as 
a consequence of this paragraph) with respect to the Notes of such series, 
except that, if the notice of redemption shall have been provided in 
accordance with the provisions hereof, the Trustee (or the Company if the 
Company is then acting as its own Paying Agent) shall redeem such Notes if 
cash sufficient for that purpose shall be deposited with the Trustee (or 
segregated by the Company) for that purpose in accordance with the terms of 
this Article. Except as aforesaid, any moneys in the sinking fund for such 
series at the time when any such Default or Event of Default shall occur and 
any moneys thereafter paid into such sinking fund shall, during the 
continuance of such Default or Event of Default, be held as security for the 
payment of the Notes of such series; provided, however, that in case such 
Default or Event of Default shall have been cured or waived as provided 
herein, such moneys shall thereafter be applied on the next sinking fund 
payment date for the Notes of such series on which such moneys may be applied 
pursuant to the provisions of this Section.

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

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

	FINANCIAL FEDERAL CREDIT INC.



	By
	Name:
	Title:


	By
	Name:
	Title:



	THE FIRST NATIONAL BANK OF CHICAGO, 
	  as Trustee


	By
	Name:
	Title:

                                       96
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