FINANCIAL FEDERAL CREDIT INC.

                                      TO

                                 SUMMIT BANK,
                                  as Trustee

                                      AND

                            BANKER'S TRUST COMPANY,
                   as Paying Agent and Security Registrar

                                   INDENTURE
                         Dated as of September 20, 2000

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

<PAGE>

INDENTURE dated as of September 20, 2000, among 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, SUMMIT BANK, a banking corporation duly incorporated under the laws of
the State of New Jersey (hereinafter called the "Trustee") and BANKER'S TRUST
COMPANY, a banking corporation duly incorporated under the laws of the State
of New York (hereinafter called the "Paying Agent" and the "Security
Registrar."

                            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 accounting terms not otherwise defined herein
have the meanings assigned to them in accordance with GAAP;
(3)    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
(4)    the words "herein", "hereof' and "hereunder" and
other words of similar import refer to this Indenture as a whole
and not to any particular Article, Section or other subdivision.
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 6.12.

"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 Exchange 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 11.15.

"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 210 Main Street, Hackensack, New Jersey 07602,
Attention: Corporate Trust Administration.
"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 3.06.

"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 3.10.

"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 provided to it
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, 4.02, 4.03 and 11.02,
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 or such other fiscal year as the Company
maintains.

"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 2.02 and bearing the legends described in Section 2.02.

"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 the
President, an Executive Vice President, a Senior Vice President or a Vice
President, 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
11.05 hereof, the signer 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) that is
delivered 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 3.05 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 Affiliate of the Company 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 a
Responsible Officer of 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 Affiliate of the Company. 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 3.09(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 and shall initially be Banker's Trust 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 11.02, 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 3.05 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 11.14(i) 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 and other than Senior Debt, if any, or Guaranties, if any, arising
from a Receivables Securitization Transaction.

"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 Fitch, Inc., Moody's Investors
Service, Inc., Standard & Poor's Rating Group, Thomson Financial Bank Watch
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 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 and who shall have
direct responsibility for the administration of this Indenture.

"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 date of this Indenture, 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 Persons 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, in the case of 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) or whose
obligations under such Interest Rate Protection Agreement are guaranteed by a
Person with such ratings. 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, 2000.
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 11.20 shall be
deemed to have been made immediately after such redesignation.

"Restricted Payments" has the meaning specified in Section 11.15.

"Restricted Subsidiary" means (i) 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, and (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 (ii) 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 11.20 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(l) of the
Securities Act.

"Security Register" and "Security Registrar" have the respective
meanings specified in the first paragraph of Section 3.04 and Security
Registrar shall initially be Banker's Trust Company.

"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 3.06.

"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 each 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 each 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.

"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.

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

"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 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. 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, facsimile, or
electronic mail or other electronic messaging system, 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, facsimile, or
electronic mail or other electronic messaging system, 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, with a copy to the Vice
President and General Counsel.
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,
facsimile, or electronic mail or other electronic messaging system
(electronic messaging shall be confirmed in writing), 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 1.03. 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 1.04. 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 1.05. 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 1.06. 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 1.07. 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 1.08. 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 1.09. 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.

SECTION 1.10. 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 1.11. 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.

ARTICLE II

Note Forms

SECTION 2.01. Forms Generally.  The Notes of each series
shall be substantially in the form attached hereto as Exhibit C or such other
form as is 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, all as determined by the
officers executing such Notes as conclusively evidenced by their execution of
such Notes.
Upon issuance, the Notes of any series may be represented by one
or more Global Notes or by Notes in individual certificated form.

SECTION 2.02. Form of Global Note.     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 and (iii) shall be delivered by the Trustee to such Depositary or
pursuant to such Depositary's instruction.
(b) Except as provided in Section 3.04(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.

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 title of the Notes of the series (which shall
distinguish the Notes of such series from all other series of Notes)
and the form thereof if the Notes are to be in a form other than that
attached as Exhibit C;
(2) 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, 10.05 or 12.07);
(3) 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;
(4) 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;
(5) 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;
(6) 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;
(7) 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;
(8) the denominations in which individual Notes of the series
shall be issuable;
(9) 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;
(10) provisions, if any, for the defeasance of Notes of the
series;
(11) 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;
(12) 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;
(13) 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;
(14) 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;
(15) any additional Events of Default or restrictive covenants
provided for with respect to Notes of the series;
(16) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture); and
(17) applicable CUSIP numbers.
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.
   The Notes of any series shall be executed on behalf of the Company by
any of its Chairman, Vice Chairman, President, Vice Presidents, Treasurer or
Assistant Treasurer 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. Prior to the authentication and
delivery of the first Notes of such series, the Trustee shall be entitled to
receive: (i) the supplemental indenture or the Board Resolution by or
pursuant to which the form and terms of such Notes have been approved, (ii)
an Officers' Certificate to the effect that (A) 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 and (B) 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 (iii) and an Opinion of Counsel
stating that:
(1) 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;
(2) the forms and terms of such Notes have been established in
conformity with the provisions of this Indenture;
(3) 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;
(4) 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
(5) 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 or 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) 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.
(e) No Note shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless duly authenticated
by the Trustee or by an Authenticating Agent by manual signature of one of
its authorized signatories.

SECTION 3.04. Registration, Transfer and Exchange.     The
Company shall, in accordance with Section 11.02 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 Paying Agent in the City of New York, 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 Paying Agent is hereby initially appointed "Security Registrar"
for the purpose of registering Notes and registering transfers and exchanges
of Notes as provided herein.
The Company may at its option replace Banker's Trust Company 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
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, 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(11) 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 any such individual Notes, 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 and legally binding 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, 10.05 or 12.07 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 3.04(a).
(d) In accordance with Section 11.22 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 if such Note is the Company or an Affiliate of the
Company.

SECTION 3.05. 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 written 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,
whether or not destroyed, lost or stolen, 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 3.06. Payment of Interest; Interest Rights Preserved.
   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 provided 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 provided, 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, 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 3.07. 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
disposed of by the Trustee in its customary manner. 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 3.08. 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 3.09. Currency of Payments in Respect of Notes.
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 reasonably 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 3.10. 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 3.11. CUSIP Numbers.  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 Sections 4.03 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 3.05) 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 (i) 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 (ii) the Company shall cease to be under any obligation to
comply with any term, provision or condition set forth in Sections 9.01,
11.11 through 11.20 (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 funds in trust, specifically pledged as
security for, and dedicated solely to, the benefit of the Holders (A)
money, (B) 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 (C) a combination of (A) and (B) in an amount sufficient, in
the opinion (with respect to (B) and (C)) 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 paid or duly provided for payment of
all amounts then due to the Trustee pursuant to Section 6.07; and
(5) 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.

SECTION 4.02. Deposited Moneys and Government Obligations To
Be Held in Trust. 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 1.03, 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.

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 of such series) 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 $10,000,000; 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 11.11 through 11.20
hereof; or
(9) one or more final judgments for the payment of money
aggregating in excess of U.S.$10,000,000 is or are outstanding against
the Company or any Restricted Subsidiary or against any Property 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 as issued 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, and collect the moneys adjudged or
decreed to be payable in the manner provided by law.
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, the Property
of the Company or its 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 and
expenses 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;
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; and
THIRD:  To the Company.

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 the Notes of
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
indemnity satisfactory to it 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 3.06) 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 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.     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 (but need not confirm or investigate the accuracy of
any mathematical calculations or other facts stated therein).
(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 person 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 a Responsible Officer of the Trustee has received written notice or has
actual knowledge and which has not been cured or waived, the Trustee shall in
accordance with Section 1.03 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 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 11.05, 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 conclusively rely and shall be fully
protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, coupon or other paper or
document (whether in its original or facsimile form) 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;
(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 of its own selection
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 security or
indemnity satisfactory to it 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 and it shall be entitled to
examine the books, records and premises of the Company, personally or by
agent or attorney;
(g) the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents, custodians 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.
The Paying Agent and the Security Registrar shall be entitled to
all of the rights provided for in this section.

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 Section 6.09, 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. The Trustee may open one or more trust accounts
hereunder as it deems necessary in order to carry out its duties hereunder.

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, and 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, all 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) to indemnify in Dollars the Trustee, the Paying Agent, the
Security Registrar and their respective agents and counsel for, and to
hold them 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 willful misconduct on
their part; arising out of or in connection with the acceptance or
administration of this trust or performance of their 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
their powers or duties hereunder.
The obligations of the Company under this Section 6.07 to
compensate and indemnify the Trustee, the Paying Agent and the Security
Registrar for expenses, disbursements and advances shall survive the
satisfaction and discharge of this Indenture and the resignation or removal
of the Trustee. 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. 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 or any state thereof, 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 6.09. Resignation and Removal; Appointment of Successor.
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 6.10.
(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 at the expense of the Company
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 at the expense of the Company 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 cease to be eligible under Section 6.08
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
(2) 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
(3) 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
(4) there shall be an unreasonable increase in the fees of the
Trustee, or
(5) a successor in interest to the entity serving as the
Trustee, by reason of merger or consolidation, shall be 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 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 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 6.10. 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 1.03 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 6.10. Acceptance of Appointment by Successor.
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 and the charges of its agents and counsel,
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 6.11. 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 6.12. 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 3.05. 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 or any state thereof, 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 6.08 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 6.12 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 1.03. 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.

SECTION 6.13. 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 6.14. Preferential Collection of Claims Against
Company.  The Trustee shall comply with Section 31l(a) of the Trust Indenture
Act, excluding any creditor relationship described in Section 31l(b) of the
Trust Indenture Act. A Trustee who has resigned or been removed shall be
subject to Section 31l(a) of the Trust Indenture Act to the extent indicated
therein.

ARTICLE VII

Reports by Company

SECTION 7.01. Reports by Company.  The Company shall file
with the Trustee and shall provide, or cause the Trustee to provide, to all
of the Holders who shall provide a written request therefor, 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. 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 (as the Company shall
provide to the Trustee) 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
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 by the
instrument or instruments executed by Holders in person or by agent or proxy
appointed in writing.

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 and 6.03, 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.
If the Company shall solicit from the Holders of Notes of any
series any Act, the Company may, at its option, 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 3.06) 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

Consolidation, Merger, Conveyance, Transfer or Lease

SECTION 9.01. Mergers, Consolidations and Sales of Assets.
   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 (A) all, substantially all or (B) any Substantial Part (as defined in
paragraph (d) of this Section 9.01) 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
substantially all 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 substantially
all 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 in writing 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) if the Company is not the surviving or continuing
corporation in such merger or consolidation or another Person
acquires or leases all or substantially all of the Property of
the Company, the Trustee shall have received an Opinion of
Counsel to the effect that this Indenture and all of the Notes
constitute the legal, valid and binding obligations of the New
Company enforceable against the New Company in accordance with
their terms;
(iii) immediately after such transactions, and after giving
effect thereto, no Default or Event of Default would exist; and
(iv) the Company has delivered to the Trustee an Officers'
Certificate stating that such consolidation, merger, conveyance,
sale, transfer, lease or other disposition and such supplemental
indenture comply with this Article IX 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 9.01, 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 Section 9.01(a) and (c), 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 15% 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 11.16, or (C) such
disposition is in connection with a Receivables Securitization Transaction
permitted by Section 11.13.

SECTION 9.02. 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 substantially all of the
Property of the Company in accordance with Section 9.01, 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 9.03. Opinion of Counsel.  The Trustee shall receive
and, subject to Sections 6.01 and 6.03, shall be protected in conclusively
relying upon an Opinion of Counsel as evidence that any such consolidation,
merger, sale, conveyance or lease and any such assumption complies with the
provisions of this Article IX.

ARTICLE X

Supplemental Indentures

SECTION 10.01. Supplemental Indentures Without Consent of
Holders.  Without the consent of any Holders, the Company and the Trustee, at
any time and from time to time, may enter into one or more indentures
supplemental hereto 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 6.10; or
(8) to evidence any changes to Section 6.08 or 6.09 permitted
by the terms thereof; or
(9) to add to or change or eliminate any provision of this
Indenture, 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 effect (or, thereafter, maintain) the qualification of
this Indenture under the Trust Indenture Act of 1939, as amended from
time to time.

SECTION 10.02. 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 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 10.02, Section
5.12 or Section 11.06, 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 10.02 and Section 11.06, or the deletion of this
proviso, in accordance with the requirements of Sections 6.10 and
10.01(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 10.03. Execution of Supplemental Indentures.  In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Indenture, the Trustee shall 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 adversely
affects the Trustee's own rights, duties or immunities under this Indenture
or otherwise.

SECTION 10.04. 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 10.05. 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 10.06. Notice of Supplemental Indenture.  Promptly
after the execution by the Company and the Trustee of any supplemental
indenture pursuant to Section 10.02, 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 XI

Covenants

SECTION 11.01. 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 11.02. 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 Paying
Agent in the City of New York, New York, and the Company hereby appoints the
Paying Agent 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 11.03. 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 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 1.03, 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 11.04. 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 IX 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 11.05. 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
hereunder, 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 11.05, compliance shall be
determined without regard to any period of grace or requirement of notice
under this Indenture.

SECTION 11.06. 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 11.11 through 11.20 (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 11.07. 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 11.07 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 11.08. 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 11.09. 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 11.09 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 11.10. Nature of Business.  Neither the Company nor
any Restricted Subsidiary of the Company will engage in any business other
than the Finance Business.

SECTION 11.11. 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
July 31, 2000, U.S.$84,294,000, 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 11.12. 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 11.13. 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 11.14. 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 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 11.08;
(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 11.12;
(h) Liens incurred in connection with any Receivables
Securitization Transaction permitted by Section 11.13; 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 11.14, liens securing Senior Debt
of the Company or any Restricted Subsidiary; provided that such Senior Debt
shall be permitted by Section 11.12.

SECTION 11.15. Limitation of Restricted Payments. 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 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 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 11.12 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 11.12 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 April 30, 2000, to and including the date of the making
of the Restricted Payment in question, would exceed the sum of (i) U.S.
$50,349,000 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 April 30, 2000 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 11.15, 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 11.16. 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 July 31, 2000 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 11.17. 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 11.20, 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 11.18. Voluntary Retirement of Subordinated Debt or
Capital Debt.  The Company shall not, except as permitted under Section
11.15, 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 11.19. Issuance or Amendment of Subordinated Debt or
Capital Debt.  The Company shall not, at any time: (i) be a party to any
amendment or modification of any payment or subordination provisions
applicable to Subordinated Debt or Capital Debt 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 or (ii) except in the case of Subordinated Debt or
Capital Debt the proceeds of which are to be used for the purposes set forth
in Section 11.15(e), incur any Subordinated Debt or Capital Debt unless on
the date of such issuance such Subordinated Debt or Capital Debt shall have a
Weighted Average Life to Maturity equal to or greater than the remaining
Weighted Average Life to Maturity of the Notes then outstanding with the
longest Weighted Average Life to Maturity.

SECTION 11.20. Designation of Subsidiaries.   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 the Trustee, 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 11.20 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.
(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
the Trustee, 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 11.20 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) Any notice of designation pursuant to this Section 11.20
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 11.20 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 11.21. 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.

SECTION 11.22. 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 11.23. Restricted Subsidiaries. The Company shall not,
and shall not permit any of its Restricted Subsidiaries to, directly or
indirectly, create or otherwise cause or suffer to exist or become effective
any encumbrance or restriction on the ability of any Restricted Subsidiary
to: (i) pay dividends or make any other distributions to the Company or any
of its Restricted Subsidiaries, or pay any Indebtedness owed to the Company
or any of its Restricted Subsidiaries; (ii) may loans or advances to the
Company or any Restricted Subsidiary; or (iii) transfer any of its properties
or assets to the Company or any of its Restricted Subsidiaries.

ARTICLE XII

Redemption and Repayment of Notes

SECTION 12.01. 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 12.02. Election to Redeem; Notice to Trustee.  In case
of any redemption at the election of the Company of less than all of the
Notes of any series pursuant to Section 12.03, 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 12.03. 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 12.04. 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 XII,
in the manner provided in Section 1.03. 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 12.05. 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 11.03) 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 12.06. 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 3.06.
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 12.07. 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 12.08. 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
11.03) 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
12.07 hereof shall apply to Notes repaid in part.

ARTICLE XIII

Sinking Funds

SECTION 13.01. 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 13.02. 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 13.02. 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 six 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 13.03. 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 13.02 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 13.02 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 11.03) for such series and, together with such payment (or such
amount so segregated) shall be applied in accordance with the provisions of
this Section 13.03. 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
11.03) 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 12.03 and the Company shall cause notice of the redemption thereof to
be given in the manner provided in Section 12.04. Such notice having been
duly given, the redemption of such Notes shall be made upon the terms and in
the manner stated in Section 12.06.
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 11.03) 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: Paul R. Sinsheimer
 Title:  President and Chief Operating
Officer

By
 Name: Steven F. Groth
 Title: Senior Vice President and
             Chief Financial Officer


SUMMIT BANK, as Trustee



By
Name: Debra A. Schwalb
Title: Vice President


BANKER'S TRUST COMPANY,
as Paying Agent and Security Registrar
By
Name: Tara I. Netherton
Title: Associate