<PAGE>

                                                                     Exhibit 4.1


                          Dated as of _________________


                               GOLD FIELDS LIMITED

                                    as Issuer

                       WACHOVIA BANK, NATIONAL ASSOCIATION

                                   as Trustee

                                FORM OF INDENTURE










<PAGE>



                               GOLD FIELDS LIMITED
                                    AS ISSUER
               RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT
                     OF 1939 AND INDENTURE, DATED AS OF [-]



<TABLE>
<CAPTION>
                 TRUST INDENTURE
                  ACT SECTION                                     INDENTURE SECTION
               ------------------                                 -----------------
<S>                                                                  <C>
               Section 310 (a)(1)                                      607(a)
                           (a)(2)                                      607(a)
                           (b)                                         608
               Section 312 (c)                                         701.
               Section 314 (a)                                         703
                           (a)(4)                                      1004
                           (c)(1)                                      102
                           (c)(2)                                      102
                           (e)                                         102
               Section 315 (b)                                         601
               Section 316 (a)(last                                    101
                           sentence                                    ("Outstanding")
                           (a)(1)(A)                                   502,512
                           (a)(1)(B)                                   513
                           (b)                                         508
                           (c)                                         104(e)
               Section 317 (a)(1)                                      503
                           (a)(2)                                      504
                           (b)                                         1003
               Section 318 (a)                                         111
</TABLE>


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




                                       i

<PAGE>


                                TABLE OF CONTENTS


PARTIES

RECITALS OF THE COMPANY
   ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

<TABLE>
<S>               <C>
Section 101          Definitions
                     "Act"
                     "Additional Amounts"
                     "Affiliate"
                     "Attributable Debt"
                     "Authenticating Agent"
                     "Authorized Newspaper"
                     "Bankruptcy Law"
                     "Bearer Security"
                     "Board of Directors"
                     "Board Resolution"
                     "Business Day"
                     "Certification Date"
                     "Clearstream"
                     "Commission"
                     "Common Depository"
                     "Company"
                     "Company Request" or "Company Order"
                     "Component Currency"
                     "Consolidated Net Tangible Assets"
                     "Conversion Date"
                     "Conversion Event"
                     "Corporate Trust Office"
                     "corporation"
                     "coupon"
                     "Currency"
                     "Custodian"
                     "Debt"
                     "Default"

</TABLE>

------------
Note: This table of contents shall not, for any purpose be deemed to be part of
the indenture


                                       ii

<PAGE>

<TABLE>
<S>               <C>
                     "Defaulted Interest"
                     "Dollar" or "$"
                     "Dollar Equivalent of the Currency Unit"
                     "Dollar Equivalent of the Foreign Currency"
                     "Election Date"
                     "Euro"
                     "Euroclear"
                     "Event of Default"
                     "Exchange Date"
                     "Exchange Rate Agent"
                     "Exchange Rate Officers' Certificate"
                     "Expiration Date"
                     "Extension Notice"
                     "Extension Period"
                     "Federal Bankruptcy Code"
                     "Final Maturity"
                     "Foreign Currency"
                     "Government Obligations"
                     "Holder"
                     "Indenture"
                     "Indexed Security"
                     "Intercompany Debtor"
                     "interest"
                     "Interest Payment Date"
                     "Lien"
                     "Margin Stock"
                     "Market Exchange Rate"
                     "Maturity"
                     "Officers' Certificate"
                     "Opinion of Counsel"
                     "Optional Reset Date"
                     "Original Issue Discount Security"
                     "Original Stated Maturity"
                     "Outstanding"


</TABLE>

                                      iii
<PAGE>

<TABLE>
<S>               <C>                                                                             <C>
                     "Paying Agent"
                     "Permanent Global Bearer Security"
                     "Person"
                     "Place of Payment"
                     "Predecessor Security"
                     "Principal Property"
                     "Project Finance Indebtedness"
                     "Redemption Date"
                     "Redemption Price"
                     "Registered Security"
                     "Regular Record Date"
                     "Repayment Date"
                     "Repayment Price"
                     "Reset Notice"
                     "Responsible Officer"
                     "Restricted Securities"
                     "Restricted Subsidiary"
                     "Securities"
                     "Security Register" and "Security Registrar"
                     "Special Record Date"
                     "Specified Amount"
                     "Stated Maturity"
                     "Subsequent Interest Period"
                     "Subsidiary"
                     "Temporary Global Bearer Security"
                     "Trust Indenture Act" or "TIA"
                     "Trustee"
                     "United States"
                     "United States person"
                     "Valuation Date"
                     "Voting Stock"
                     "Yield to Maturity"
Section 102          Compliance Certificates and Opinions                                                11
Section 103          Form of Documents Delivered to Trustee                                              12

</TABLE>

                                       iv
<PAGE>

<TABLE>
<S>                <C>                                                                                   <C>
Section 104          Acts of Holders                                                                     12
Section 105          Notices, etc. to Trustee and Company                                                15
Section 106          Notice to Holders; Waiver                                                           15
Section 107          Effect of Headings and Table of Contents                                            16
Section 108          Successors and Assigns                                                              16
Section 109          Separability Clause                                                                 16
Section 110          Benefits of Indenture                                                               16
Section 111          Governing Law                                                                       16
Section 112          Legal Holidays                                                                      16
Section 113          Submission to Jurisdiction; Appointment of Agent for Service of Process             17

                           ARTICLE TWO SECURITY FORMS

Section 201          Forms Generally                                                                     17
Section 202          Form of Trustee's Certificate of Authentication                                     18
Section 203          Securities Issuable in Global Form                                                  18

                          ARTICLE THREE THE SECURITIES

Section 301          Amount Unlimited; Issuable in Series                                                20
Section 302          Denominations                                                                       23
Section 303          Execution, Authentication, Delivery and Dating                                      23
Section 304          Temporary Securities                                                                25
Section 305          Registration, Registration of Transfer and Exchange                                 27
Section 306          Mutilated, Destroyed, Lost and Stolen Securities                                    30
Section 307          Payment of Interest; Interest Rights Preserved; Optional Interest Rate              30
Section 308          Optional Extension of Stated Maturity                                               33
Section 309          Persons Deemed Owners                                                               34
Section 310          Cancellation                                                                        34
Section 311          Computation of Interest                                                             35
Section 312          Currency and Manner of Payments in Respect of Securities                            35
Section 313          Appointment and Resignation of Successor Exchange Rate Agent                        38
Section 314          CUSIP Numbers                                                                       38

                     ARTICLE FOUR SATISFACTION AND DISCHARGE

Section 401          Satisfaction and Discharge of Indenture                                             39
Section 402          Application of Trust Money                                                          40

                              ARTICLE FIVE REMEDIES

Section 501          Events of Default                                                                   40

</TABLE>

                                       v
<PAGE>

<TABLE>
<S>               <C>                                                                                    <C>
Section 502          Acceleration of Maturity; Rescission and Annulment                                  41
Section 503          Collection of Indebtedness and Suits for enforcement by Trustee                     42
Section 504          Trustee May File Proofs of Claim                                                    43
Section 505          Trustee May Enforce Claims Without Possession of Securities                         43
Section 506          Application of Money Collected                                                      44
Section 507          Limitation on Suits                                                                 44
Section 508          Unconditional Right of Holders to Receive Principal, Premium and Interest           44
Section 509          Restoration of Rights and Remedies                                                  45
Section 510          Rights and Remedies Cumulative                                                      45
Section 511          Delay or Omission Not Waiver                                                        45
Section 512          Control by Holders                                                                  45
Section 513          Waiver of Past Defaults                                                             45
Section 514          Waiver of Stay or Extension Laws                                                    46

                             ARTICLE SIX THE TRUSTEE

Section 601          Notice of Defaults                                                                  46
Section 602          Certain Rights of Trustee                                                           46
Section 603          Trustee Not Responsible for Recitals or Issuance of Securities                      48
Section 604          May Hold Securities                                                                 48
Section 605          Money Held in Trust                                                                 48
Section 606          Compensation and Reimbursement                                                      48
Section 607          Corporate Trustee Required; Eligibility                                             49
Section 608          Resignation and Removal; Appointment of Successor                                   49
Section 609          Acceptance of Appointment by Successor                                              50
Section 610          Merger, Conversion, Consolidation of Succession to Business                         51
Section 611          Appointment of Authenticating Agent                                                 52

         ARTICLE SEVEN HOLDERS' LIST AND REPORTS BY TRUSTEE AND COMPANY

Section 701.         Disclosure of Names and Addresses of Holders                                        53
Section 702.         Reports by Trustee                                                                  53
SECTION 703          Reports by the Company                                                              54

           ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

Section 801             Company May Consolidate, etc., Only on Certain Terms                             54
Section 802             Successor Person Substituted                                                     55

                      ARTICLE NINE SUPPLEMENTAL INDENTURES

Section 901             Supplemental Indentures Without Consent of Holders                               55
</TABLE>


                                       vi
<PAGE>

<TABLE>
<S>               <C>                                                                                  <C>
Section 902             Supplemental Indentures with Consent of Holders                                57
Section 903             Execution of Supplemental Indentures                                           58
Section 904             Effect of Supplemental Indentures                                              58
Section 905             Conformity with Trust Indenture Act                                            58
Section 906             Reference in Securities to Supplemental Indentures                             58

                              ARTICLE TEN COVENANTS

Section 1001            Payment of Principal, Premium, if any, and Interest                            58
Section 1002            Maintenance of Office or Agency                                                59
Section 1003            Money for Securities Payments to Be Held in Trust                              60
Section 1004            Statement as to Compliance                                                     61
Section 1005            Additional Amounts                                                             61
Section 1006.           Limitation on Liens                                                            63
Section 1007            Waiver of Certain Covenants                                                    63
Section 1008            Calculation of Original Issue Discount                                         63

                     ARTICLE ELEVEN REDEMPTION OF SECURITIES

Section 1101            Applicability of Article                                                       63
Section 1102            Election to Redeem; Notice to Trustee                                          63
Section 1103            Selection by Trustee of Securities to be Redeemed                              64
Section 1104            Notice of Redemption                                                           64
Section 1105            Deposit of Redemption Price                                                    65
Section 1106            Securities Payable on Redemption Date                                          65
Section 1107            Securities Redeemed in Part                                                    66
Section 1108            Optional Redemption Due to Changes in Tax Treatment                            66

                          ARTICLE TWELVE SINKING FUNDS

Section 1201            Applicability of Article                                                       67
Section 1202            Satisfaction of Sinking Fund Payments with Securities                          67
Section 1203            Redemption of Securities for Sinking Fund                                      68

                  ARTICLE THIRTEEN PAYMENT AT OPTION OF HOLDERS

Section 1301            Applicability of Article                                                       68
Section 1302            Repayment of Securities                                                        68
Section 1303            Exercise of Option                                                             69
Section 1304            When Securities Presented for Repayment Become Due and Payable                 69
</TABLE>


                                      vii

<PAGE>

<TABLE>
<S>               <C>                                                                                    <C>
Section 1305            Securities Repaid in Part                                                        70

               ARTICLE FOURTEEN DEFEASANCE AND COVENANT DEFEASANCE

Section 1401            Applicability of Article; Company's Option to Effect Defeasance or Covenant      70
                        Defeasance
Section 1402            Defeasance and Discharge                                                         70
Section 1403            Covenant Defeasance                                                              71
Section 1404            Conditions to Defeasance or Covenant Defeasance                                  71
Section 1405            Deposited Money and Government Obligations to Be Held in Trust; Other            73
                        Miscellaneous Provisions
Section 1406            Reinstatement                                                                    74

                ARTICLE FIFTEEN MEETINGS OF HOLDERS OF SECURITIES

Section 1501            Purposes for Which Meetings May be Called                                        74
Section 1502            Call, Notice and Place of Meetings                                               74
Section 1503            Persons Entitled to Vote at Meetings                                             75
Section 1504            Quorum; Action                                                                   75
Section 1505            Determination of Voting Rights; Conduct and Adjournment of Meetings              76
Section 1506            Counting Votes and Recording Action of Meetings                                  77

SIGNATURES                                                                                               77
FORMS OF CERTIFICATION                                                                                   78

</TABLE>


                                      viii
<PAGE>


INDENTURE, dated as of , between Gold Fields Limited, a company duly
incorporated under the laws of South Africa (herein called the "COMPANY"), and
Wachovia Bank, National Association, a national banking association, as Trustee
hereunder (herein called the "TRUSTEE").


                             RECITALS OF THE COMPANY

The Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of its unsecured debentures, notes or
other evidences of indebtedness (herein called the "Securities"), which may or
may not be convertible into the Company's ordinary shares, to be issued in one
or more series, unlimited as to principal amount, to bear such rates of
interest, to mature at such times and to have such other provisions as shall be
fixed as hereinafter provided.

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

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

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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


                                   ARTICLE ONE
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


SECTION 101. DEFINITIONS.

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

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

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

(3)      all accounting terms not otherwise defined herein have the meanings
         assigned to them in accordance with South African Statements of
         Generally Accepted Accounting Practice, ("S.A. GAAP"), and, except as
         otherwise herein expressly provided, the term "S.A. GAAP" with respect
         to any computation required or permitted hereunder shall mean such
         accounting standards as shall be applicable at the date of such
         computation; 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 Three, are defined in that Article.



                                       1
<PAGE>

"ACT", when used with respect to any Holder, has the meaning specified in
Section 104.

"ADDITIONAL AMOUNTS" has the meaning specified in Section 1005.

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

"AUTHENTICATING AGENT" means any Person appointed by the Trustee to act on
behalf of the Trustee pursuant to Section 611 to authenticate Securities.

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

"BANKRUPTCY LAW" has the meaning specified in Section 501.

"BEARER SECURITY" means any Security except a Registered Security.

"BOARD OF DIRECTORS" means either the board of directors of the Company or any
duly authorized committee of that board.

"BOARD RESOLUTION" means a copy of a resolution certified by any two directors,
or any director and secretary, of the Company to have been duly adopted by the
Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

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

"CAPITAL MARKET INDEBTEDNESS" means any obligation for the payment of borrowed
money which is in the form of, or represented or evidenced by, a certificate of
indebtedness of a type generally offered and sold in the capital markets or in
the form of, or represented or evidenced by, bonds, notes or other securities
which are listed or traded on a stock exchange or other recognised securities
market.

"CERTIFICATION DATE" means, with respect to Securities of any series, (i) if
Securities of such series are not to be initially represented by a Security in
temporary global form, the date of delivery of the definitive Security and (ii)
if Securities of such series are initially represented by a Security in
temporary global form, the earlier of (A) the Exchange Date with respect to
Securities of such series and (B) if the first Interest Payment Date with
respect to such Securities of such series is prior to such Exchange Date, such
Interest Payment Date.

"CLEARSTREAM" means Clearstream Banking, societe anonyme, formerly known as
Cedelbank, or its successor.



                                       2
<PAGE>

"COMMISSION" means the Securities and Exchange Commission, as from time to time
constituted, created under the Securities Exchange Act of 1934, or, if at any
time after the execution of this Indenture such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties at such time.

"COMMON DEPOSITARY" has the meaning specified in Section 304.

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

"COMPANY REQUEST" or "COMPANY ORDER" means a written request or order signed in
the name of the Company by any two directors, or any director and secretary, of
the Company, and delivered to the Trustee.

"COMPONENT CURRENCY" has the meaning specified in Section 312(h).

"CONSOLIDATED NET TANGIBLE ASSETS" means the total amount of assets (less
applicable reserves and other properly deductible items) after deducting
therefrom (i) all current liabilities (excluding any current liabilities which
are by their terms extendible or renewable at the option of the obligor thereon
to a time more than 12 months after the time as of which the amount thereof is
being computed and excluding current maturities of long-term indebtedness and
capital lease obligations) and (ii) all goodwill, trade names, trademarks,
patents, unamortized debt discount and expense and other like intangibles, all
as set forth on the most recent balance sheet of the Company and its
consolidated Subsidiaries (but, in any event, as of a date within 150 days of
the date of determination) prepared in accordance with S.A. GAAP and expressed
in United States dollars.

"CONVERSION DATE" has the meaning specified in Section 312(d).

"CONVERSION EVENT" means the cessation of use of (i) a Foreign Currency both by
the government of the country which issued such Currency and by a central bank
or other public institution of or within the international banking community for
the settlement of transactions, (ii) the euro both within the European Union and
for the settlement of transactions by public institutions of or within the
European Union or (iii) any currency unit (or composite currency) other than the
euro for the purposes for which it was established.

"CORPORATE TRUST OFFICE" means the principal corporate trust office of the
Trustee, at which at any particular time its corporate trust business shall be
administered, which office on the date of execution of this Indenture is located
at 21 South Street, 3rd Floor, Morristown, New Jersey 07960, except that with
respect to presentation of Securities for payment or for registration of
transfer or exchange, such term shall mean the office or agency of the Trustee
at which, at any particular time, its corporate agency business shall be
conducted.

"CORPORATION" includes corporations, associations, companies and business
trusts.

"COUPON" means any interest coupon appertaining to a Bearer Security.

"CURRENCY" means any currency or currencies, composite currency or currency unit
or currency units, including, without limitation, the euro, issued by the
government of one or more countries or by any recognized confederation or
association of such governments.

"CUSTODIAN" has the meaning specified in Section 501.

"DEBT" means notes, bonds, debentures or other similar evidences of indebtedness
for money borrowed.



                                       3
<PAGE>

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

"DEFAULTED INTEREST" has the meaning specified in Section 307.

"DOLLAR" or "$" means a dollar or other equivalent unit in such coin or currency
of the United States of America as at the time shall be legal tender for the
payment of public and private debts.

"DOLLAR EQUIVALENT OF THE CURRENCY UNIT" has the meaning specified in Section
312(g).

"DOLLAR EQUIVALENT OF THE FOREIGN CURRENCY" has the meaning specified in Section
312(f).

"ELECTION DATE" has the meaning specified in Section 312(h).

"EURO" means the lawful currency of the member states of the European Union that
adopt the single currency in accordance with the Treaty establishing the
European Community, as amended by the Treaty on European Union.

"EUROCLEAR" means Euroclear Bank S.A./N.V., as operator of the Euroclear System
(or any successor securities clearing system).

"EVENT OF DEFAULT" has the meaning specified in Section 501.

"EXCHANGE DATE" has the meaning specified in Section 304.

"EXCHANGE EVENT" has the meaning specified in Section 304.

"EXCHANGE RATE AGENT" means, with respect to Securities of or within any series,
unless otherwise specified with respect to any Securities pursuant to Section
301, a New York Clearing House bank, designated pursuant to Section 301 or
Section 313.

"EXCHANGE RATE OFFICERS' CERTIFICATE" means a tested telex or a certificate
setting forth (i) the applicable Market Exchange Rate and (ii) the Dollar or
Foreign Currency amounts of principal (and premium, if any) and interest, if any
(on an aggregate basis and on the basis of a Security having the lowest
denomination principal amount determined in accordance with Section 302 in the
relevant Currency), payable with respect to a Security of any series on the
basis of such Market Exchange Rate, sent (in the case of a telex) or signed (in
the case of a certificate) by any two directors, or any director and secretary,
of the Company.

"EXPIRATION DATE" has the meaning specified in Section 104.

"EXTENSION NOTICE" has the meaning specified in Section 308. "EXTENSION PERIOD"
has the meaning specified in Section 308.

"FEDERAL BANKRUPTCY CODE" means the Bankruptcy Act of Title 11 of the United
States Code, as amended from time to time.

"FINAL MATURITY" has the meaning specified in Section 308.

"FOREIGN CURRENCY" means any Currency other than Currency of the United States.

"GOVERNMENT OBLIGATIONS" means, unless otherwise specified with respect to any
series of Securities pursuant to Section 301, securities which are (i) direct
obligations of the government which issued the Currency in which the Securities
of a particular series are payable or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the government which
issued the Currency in which the Securities of such series are payable, the
payment of which is unconditionally guaranteed by such government, which, in
either case, are full faith and credit obligations of such government payable in
such Currency and are not callable or


                                       4
<PAGE>

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

"HOLDER" means, in the case of a Registered Security, the Person in whose name a
Security is registered in the Security Register and, in the case of a Bearer
Security, the bearer thereof and, when used with respect to any coupon, shall
mean the bearer thereof.

"INDENTURE" means this instrument as originally executed and as it may from time
to time be supplemented or amended by one or more indentures supplemental hereto
entered into pursuant to the applicable provisions hereof, and shall include the
terms of particular series of Securities established as contemplated by Section
301; provided, however, that, if at any time more than one Person is acting as
Trustee under this instrument, "Indenture" shall mean, with respect to any one
or more series of Securities for which such Person is Trustee, this instrument
as originally executed or as it may from time to time be supplemented or amended
by one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof and shall include the terms of particular series of
Securities for which such Person is Trustee established as contemplated by
Section 301, exclusive, however, of any provisions or terms which relate solely
to other series of Securities for which such Person is not Trustee, regardless
of when such terms or provisions were adopted, and exclusive of any provisions
or terms adopted by means of one or more indentures supplemental hereto executed
and delivered after such Person had become such Trustee but to which such
Person, as such Trustee, was not a party.

"INDEXED SECURITY" means a Security the terms of which provide that the
principal amount thereof payable at Stated Maturity may be more or less than the
principal face amount thereof at original issuance.

"INTERCOMPANY DEBTOR" has the meaning specified in Section 1108.

"INTEREST", when used with respect to an Original Issue Discount Security which
by its terms bears interest only after Maturity, means interest payable after
Maturity at the rate prescribed in such Original Issue Discount Security.

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

"LIEN" means any pledge, mortgage, lien, charge, encumbrance or security
interest.

"MARKET EXCHANGE RATE" means, unless otherwise specified with respect to any
Securities pursuant to Section 301, (i) for any conversion involving a currency
unit on the one hand and Dollars or any Foreign Currency on the other, the
exchange rate between the relevant currency unit and Dollars or such Foreign
Currency calculated by the method specified pursuant to Section 301 for the
Securities of the relevant series, (ii) for any conversion of Dollars into any
Foreign Currency, the noon (New York City time) buying rate for such Foreign
Currency for cable transfers quoted in New York City as certified for customs
purposes by the Federal Reserve Bank of New York and (iii) for any conversion of
one Foreign Currency into Dollars or another Foreign Currency, the spot rate at
noon local time in the relevant market at which, in accordance with normal
banking procedures, the Dollars or Foreign Currency into which conversion is
being made could be


                                       5
<PAGE>

purchased with the Foreign Currency from which conversion is being made from
major banks located in either New York City, London or any other principal
market for Dollars or such purchased Foreign Currency, in each case determined
by the Exchange Rate Agent. Unless otherwise specified with respect to any
Securities pursuant to Section 301, in the event of the unavailability of any of
the exchange rates provided for in the foregoing clauses (i), (ii) and (iii),
the Exchange Rate Agent shall use, in its sole discretion and without liability
on its part, such quotation of the Federal Reserve Bank of New York as of the
most recent available date, or quotations from one or more major banks in New
York City, London or another principal market for the Currency in question, or
such other quotations as the Exchange Rate Agent shall deem appropriate. Unless
otherwise specified by the Exchange Rate Agent, if there is more than one market
for dealing in any Currency by reason of foreign exchange regulations or
otherwise, the market to be used in respect of such Currency shall be that upon
which a non-resident issuer of securities designated in such Currency would
purchase such Currency in order to make payments in respect of such securities.

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

"OFFICERS' CERTIFICATE" means a certificate signed by any two directors, or any
director and secretary, of the Company that complies with the requirements of
Section 314(e) of the Trust Indenture Act, and is delivered to the Trustee.

"OPINION OF COUNSEL" means a written opinion of counsel, who may be counsel for
the Company including an employee of the Company, and who is acceptable to the
Trustee.

"OPTIONAL RESET DATE" has the meaning specified in Section 307(b).

"ORIGINAL ISSUE DISCOUNT SECURITY" means any Security which provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502.

"ORIGINAL STATED MATURITY" has the meaning specified in Section 308.

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

(i)      Securities theretofore cancelled by the Trustee or Security Registrar
         or delivered to the Trustee or Security Registrar for cancellation;

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

(iii)    Securities, except to the extent provided in Sections 1402 and 1403,
         with respect to which the Company has effected defeasance and/or
         covenant defeasance as provided in Article Fourteen; and

(iv)     Securities which have been paid pursuant to Section 306 or in exchange
         for or in lieu of which other Securities have been authenticated and
         delivered pursuant to this Indenture,


                                       6
<PAGE>

         other than any such Securities in respect of which there shall have
         been presented to the Trustee proof satisfactory to it that such
         Securities are held by a bona fide purchaser in whose hands such
         Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders for quorum purposes, and for the purpose of making the
calculations required by TIA Section 313, (i) the principal amount of an
Original Issue Discount Security that may be counted in making such
determination or calculation and that shall be deemed to be Outstanding for such
purpose shall be equal to the amount of principal thereof that would be (or
shall have been declared to be) due and payable, at the time of such
determination, upon a declaration of acceleration of the maturity thereof
pursuant to Section 502, (ii) the principal amount of any Security denominated
in a Foreign Currency that may be counted in making such determination or
calculation and that shall be deemed Outstanding for such purpose shall be equal
to the Dollar equivalent, determined as of the date such Security is originally
issued by the Company as set forth in an Exchange Rate Officers' Certificate
delivered to the Trustee, of the principal amount (or, in the case of an
Original Issue Discount Security, the Dollar equivalent as of such date of
original issuance of the amount determined as provided in clause (i) above) of
such Security, (iii) the principal amount of any Indexed Security that may be
counted in making such determination or calculation and that shall be deemed
outstanding for such purpose shall be equal to the principal face amount of such
Indexed Security at original issuance, unless otherwise provided with respect to
such Security pursuant to Section 301, and (iv) Securities owned by the Company
or any other obligor upon the Securities or any Affiliate of the Company or of
such other obligor shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in making such
calculation or in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which a Responsible
Officer of the Trustee knows to be so owned shall be so disregarded. Securities
so owned which have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Trustee the pledgee's right
so to act with respect to such Securities and that the pledgee is not the
Company or any other obligor upon the Securities or any Affiliate of the Company
or such other obligor.

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

"PERMANENT GLOBAL BEARER SECURITY" has the meaning specified in Section 304.

"PERMITTED LIEN" means:

(i)      any Lien existing on the date of issuance of any Securities under this
         Indenture;

(ii)     any Lien over or affecting any asset acquired by the Company or any
         Restricted Subsidiary after the date hereof and subject to which such
         asset is acquired, if:

         (a)      such Lien was not created in contemplation of the acquisition
                  of such asset by the Company or any Restricted Subsidiary; and

         (b)      the amount thereby secured has not been increased in
                  contemplation of, or since the date of, the acquisition of
                  such asset by the Company or any Restricted Subsidiary;



                                       7
<PAGE>

(iii)    any Lien over or affecting any asset of any company which becomes a
         Restricted Subsidiary after the date hereof, where such Lien is created
         prior to the date on which such company becomes a Restricted
         Subsidiary, if:

         (a)      such Lien was not created in contemplation of that company
                  becoming a Restricted Subsidiary; and

         (b)      the amount thereby secured has not been increased in
                  contemplation of, or since the date of, that company becoming
                  a Restricted Subsidiary;

(iv)     any netting or set-off arrangement entered into by the Company or any
         Restricted Subsidiary in the normal course of its banking arrangements
         for the purpose of netting debit and credit balances;

(v)      Liens created in substitution for any Lien permitted under
         sub-paragraphs (2) or (3) over the same or substituted assets. This
         sub-paragraph only applies if:

         (a)      the principal amount secured by the substitute Lien does not
                  exceed the principal amount outstanding and secured by the
                  initial Lien; and

         (b)      in the case of substituted assets, if the market value of the
                  substituted assets at the time of the substitution does not
                  exceed the market value of the assets replaced;

(vi)     Liens created to secure:

         (a)      loans provided, supported or subsidised by a governmental
                  agency, national or multinational investment guarantee agency,
                  export credit agency or a lending organisation established by
                  the United Nations, the European Union or other international
                  treaty organisation, including, without limitation the
                  European Investment Bank, the European Bank for Reconstruction
                  and Development, the International Finance Corporation; or

         (b)      Project Finance Indebtedness.

         This sub-paragraph (vi) will, however, only apply if the Lien is
         created on an asset of the project being financed by such loans (and/or
         on the shares in, and/or shareholder loans made to, the company
         conducting such project) or, as the case may be, such Project Finance
         Indebtedness and remains confined to that asset (and/or shares and/or
         shareholder loans) or, as the case may be, Project Finance
         Indebtedness;

(vii)    Liens arising out of the refinancing of any Capital Market Indebtedness
         secured by any Lien permitted by sub-paragraphs (i) to (vi). This
         sub-paragraph will, however, only apply if the amount of Capital Market
         Indebtedness is not increased and is not secured by any Lien over any
         additional assets;

(viii)   any Lien arising by operation of law;

(ix)     any Lien created in connection with convertible or exchangeable bonds
         or notes where the Lien is created over the assets into which the
         convertible or exchangeable bonds or notes may be converted or
         exchanged and secures only the obligation of the Company to effect the
         conversion or exchange of the bonds or notes into such assets;

(x)      any Lien created in the ordinary course of business to secured Capital
         Market Indebtedness under hedging transactions put in place to manage
         risks arising under funded debt obligations including, without
         limitation, credit support annexes or agreements;



                                       8
<PAGE>

(xi)     any Lien over or affecting any asset of the Company or any Restricted
         Subsidiary not covered by any other sub-paragraph to secured Capital
         Market Indebtedness; provided that the aggregate Capital Market
         Indebtedness secured by all such Liens does not exceed $?; and

(xii)    any Lien created on short-term receivables used in any asset-backed
         financing.

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

"PLACE OF PAYMENT" means, when used with respect to the Securities of or within
any series, the place or places where the principal of (and premium, if any) and
interest, if any, on such Securities are payable as specified as contemplated by
Sections 304 and 1002.

"PREDECESSOR SECURITY" of any particular Security means every previous Security
evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security or a Security to which a
mutilated, destroyed, lost or stolen coupon appertains shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security or
the Security to which the mutilated, destroyed, lost or stolen coupon
appertains, as the case may be. "PRINCIPAL PROPERTY" means any mine, together
with any fixtures comprising a part thereof, and any plant or other facility,
together with any land upon which such plant or other facility is erected and
fixtures comprising a part thereof, used primarily for mining or processing, the
net book value of which on the date as of which the determination is being made
exceeds [?]% of Consolidated Net Tangible Assets; provided, that Principal
Property shall not include (a) any mine, plant or facility which, in the opinion
of the Board of Directors, is not of material importance to the total business
conducted by the Company and the Restricted Subsidiaries, taken as an entirety
or (b) any portion of a particular mine, plant or facility which, in the opinion
of the Board of Directors, is not of material importance to the use or operation
of such mine, plant or facility.

"PROJECT FINANCE INDEBTEDNESS" means any indebtedness incurred in relation to
any asset for the purposes of financing the whole or any part of the
acquisition, creation, construction, improvement or development of such asset
where the financial institution(s) to whom such indebtedness is owed has or have
recourse to (i) the applicable project borrower (where such project borrower is
formed specifically for the purpose of the relevant project and such project
borrower owns no other significant assets and carries on no other business)
and/or (ii) such asset (or any derivative asset thereof) but, in either case,
does not or do not have recourse to any other assets of the applicable project
borrower.

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

"REDEMPTION PRICE", when used with respect to any Security to be redeemed, means
the price at which it is to be redeemed pursuant to this Indenture.

"REGISTERED SECURITY" means any Security registered in the Security Register.

"REGULAR RECORD DATE" for the interest payable on any Interest Payment Date on
the Registered Securities of or within any series means the date specified for
that purpose as contemplated by Section 301.



                                       9
<PAGE>

"REPAYMENT DATE" means, when used with respect to any Security to be repaid at
the option of the Holder, the date fixed for such repayment pursuant to this
Indenture.

"REPAYMENT PRICE" means, when used with respect to any Security to be repaid at
the option of the Holder, the price at which it is to be repaid pursuant to this
Indenture.

"RESET NOTICE" has the meaning specified in Section 307(b).

"RESPONSIBLE OFFICER", when used with respect to the Trustee, means any vice
president, assistant secretary, assistant treasurer, trust officer or assistant
trust officer, or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above-designated officers,
and also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.

"RESTRICTED SUBSIDIARY" means any Subsidiary wholly owned by the Company which
owns a Principal Property; provided, that Restricted Subsidiary shall not
include any Subsidiary the primary business of which consists of financing
operations in connection with leasing and conditional sales transactions on
behalf of the Company and its Subsidiaries, and/or purchasing accounts
receivable and/or making loans secured by accounts receivable or inventory, or
which is otherwise primarily engaged in the business of a finance company. In
the event that there shall be at any time a question as to whether a Subsidiary
is described in the foregoing sentence or an exception described herein, such
matter shall be determined for all purposes of this Indenture by a Board
Resolution.

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

"SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective meanings
specified in Section 305.

"SPECIAL RECORD DATE" for the payment of any Defaulted Interest on the
Registered Securities of or within any series means a date fixed by the Trustee
pursuant to Section 307.

"SPECIFIED AMOUNT" has the meaning specified in Section 312(h).

"STATED MATURITY", when used with respect to any Security or any instalment of
principal thereof or interest thereon, means the date specified in such Security
or a coupon representing such instalment of interest as the fixed date on which
the principal of such Security or such instalment of principal or interest is
due and payable, as such date may be extended pursuant to the provisions of
Section 308.

"SUBSEQUENT INTEREST PERIOD" has the meaning specified in Section 307(b).

"SUBSIDIARY" means any corporation of which at the time of determination the
Company, directly and/or indirectly through one or more Subsidiaries, owns more
than 50% of the shares of Voting Stock.

"TEMPORARY GLOBAL BEARER SECURITY" has the meaning specified in Section 304.



                                       10
<PAGE>

"TRUST INDENTURE ACT" or "TIA" means the Trust Indenture Act of 1939 as in force
at the date as of which this Indenture was executed, except as provided in
Section 905.

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

"UNITED STATES" means, unless otherwise specified with respect to any Securities
pursuant to Section 301, the United States of America (including the states and
the District of Columbia), its territories, its possessions and other areas
subject to its jurisdiction.

"UNITED STATES PERSON" means, unless otherwise specified with respect to any
Securities pursuant to Section 301, an individual who is a citizen or resident
of the United States, a corporation, partnership or other entity created or
organized in or under the laws of the United States or an estate or trust the
income of which is subject to United States federal income taxation regardless
of its source.

"VALUATION DATE" has the meaning specified in Section 312(c).

"VOTING STOCK" means stock of the class or classes having general voting power
under ordinary circumstances to elect at least a majority of the board of
directors, managers or trustees of a corporation (irrespective of whether or not
at the time stock of any other class or classes shall have or might have voting
power by reason of the happening of any contingency).

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


SECTION 102. 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 (including any covenant compliance with which constitutes
a condition precedent) 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 covenant or
condition provided for in this Indenture (other than pursuant to Section 1004)
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



                                       11
<PAGE>

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


SECTION 103. 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 a director or 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 director or 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, a director or officer of the Company stating
that the information with respect to such factual matters is in the possession
of the Company, unless such counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
such matters are erroneous.

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


SECTION 104. ACTS OF HOLDERS.

(a)      Any request, demand, authorization, direction, notice, consent, waiver
         or other action provided by this Indenture to be given or taken by
         Holders of the Outstanding Securities of all series or one or more
         series, as the case may be, may be embodied in and evidenced by one or
         more instruments of substantially similar tenor signed by such Holders
         in person or by agents duly appointed in writing. If Securities of a
         series are issuable as Bearer Securities, any request, demand,
         authorization, direction, notice, consent, waiver or other action
         provided by this Indenture to be given or taken by Holders of such
         series may, alternatively, be embodied in and evidenced by the record
         of Holders of Securities of such series voting in favor thereof, either
         in person or by proxies duly appointed in writing, at any meeting of
         Holders of Securities of such series duly called and held in accordance
         with the provisions of Article Fifteen, or a combination of such
         instruments and any such record. Except as herein otherwise expressly
         provided, such action shall become effective when such instrument or
         instruments or record or both are delivered to the Trustee and, where
         it is hereby expressly required, to the Company. Such instrument or
         instruments and any such record (and the action embodied therein and
         evidenced thereby) are herein sometimes referred to as the "ACT" of the
         Holders signing such instrument or instruments or so voting at any such
         meeting. Proof of execution of any such instrument or of a writing
         appointing any such agent, or of the holding by any Person of a
         Security, shall be sufficient for any purpose of this Indenture and
         conclusive in favor of the Trustee and the Company and any agent of the
         Trustee or the Company, if made in the manner provided in this Section.
         The record of any meeting of Holders of Securities shall be proved in
         the manner provided in Section 1506.



                                       12
<PAGE>

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

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

(d)      The principal amount and serial numbers of Bearer Securities held by
         any Person, and the date of holding the same, may be proved by the
         production of such Bearer Securities or by a certificate executed, as
         depositary, by any trust company, bank, banker or other depositary
         reasonably acceptable to the Company, wherever situated, if such
         certificate shall be deemed by the Trustee to be satisfactory, showing
         that at the date therein mentioned such Person had on deposit with such
         depositary, or exhibited to it, the Bearer Securities therein
         described; or such facts may be proved by the certificate or affidavit
         of the Person holding such Bearer Securities, if such certificate or
         affidavit is deemed by the Trustee to be satisfactory; provided that
         with respect to any Temporary Bearer Security or Permanent Global
         Bearer Security, the principal amount represented by any beneficial
         interest in such Temporary Global Bearer Security or Permanent Global
         Bearer Security, and the date of holding the same, shall be determined
         by reference to the records of the relevant clearing system. The
         Trustee and the Company may assume that such ownership of any Bearer
         Security continues until (1) another certificate or affidavit bearing a
         later date issued in respect of the same Bearer Security is produced,
         or (2) such Bearer Security is produced to the Trustee by some other
         Person, or (3) such Bearer Security is surrendered in exchange for a
         Registered Security, or (4) such Bearer Security is no longer
         Outstanding. The principal amount and serial numbers of Bearer
         Securities held by any Person, and the date of holding the same, may
         also be proved in any other manner that the Trustee deems sufficient.

(e)      The Company may set any day as a record date for the purpose of
         determining the Holders of Outstanding Securities of any series
         entitled to give, make or take any request, demand, authorization,
         direction, notice, consent, waiver or other action provided or
         permitted by this Indenture to be given, made or taken by Holders of
         Securities of such series; provided that the Company may not set a
         record date for, and the provisions of this paragraph shall not apply
         with respect to, the giving or making of any notice, declaration,
         request or direction referred to in the next paragraph. If any record
         date is set pursuant to this paragraph, the Holders of Outstanding
         Securities of the relevant series on such record date, or their duly
         designated proxies, and no other Holders, shall be entitled to take the
         relevant action, whether or not such Holders remain Holders after such
         record date; provided that no such action shall be effective hereunder
         unless taken on or prior to the applicable Expiration Date by Holders,
         or duly designated proxies, of the requisite principal amount of
         Outstanding Securities of such series on such record date. Nothing in
         this paragraph shall be construed to prevent the Company from setting a
         new record date for any action for which a record date has previously
         been set pursuant to this paragraph (whereupon the record date
         previously set shall automatically and with no action by any Person be
         cancelled and of no effect), and nothing in this paragraph shall be
         construed


                                       13
<PAGE>

         to render ineffective any action taken by Holders, or their duly
         designated proxies, of the requisite principal amount of Outstanding
         Securities of the relevant series on the date such action is taken.
         Promptly after any record date is set pursuant to this paragraph, the
         Company, at its own expense, shall cause notice of such record date,
         the proposed action by Holders and the applicable Expiration Date to be
         given to the Trustee in writing and to each Holder of Securities of the
         relevant series in the manner set forth in Section 106.

         The Trustee may set any day as a record date for the purpose of
         determining the Holders of Outstanding Securities of any series
         entitled to join in the giving or making of (i) any Notice of Default,
         (ii) any declaration of acceleration referred to in Section 502, (iii)
         any request to institute proceedings referred to in Section 507(1) or
         (iv) any direction referred to in Section 512, in each case with
         respect to Securities of such series. If any record date is set
         pursuant to this paragraph, the Holders of Outstanding Securities of
         such series on such record date, or their duly designated proxies, and
         no other Holders, shall be entitled to join in such notice,
         declaration, request or direction, whether or not such Holders remain
         Holders after such record date; provided that no such action shall be
         effective hereunder unless taken on or prior to the applicable
         Expiration Date by Holders, or their duly designated proxies, of the
         requisite principal amount of Outstanding Securities of such series on
         such record date. Nothing in this paragraph shall be construed to
         prevent the Trustee from setting a new record date for any action for
         which a record date has previously been set pursuant to this paragraph
         (whereupon the record date previously set shall automatically and with
         no action by any Person be cancelled and of no effect), and nothing in
         this paragraph shall be construed to render ineffective any action
         taken by Holders, or their duly designated proxies, of the requisite
         principal amount of Outstanding Securities of the relevant series on
         the date such action is taken. Promptly after any record date is set
         pursuant to this paragraph, the Trustee, at the expense of the Company,
         shall cause notice of such record date, the proposed action by Holders
         and the applicable Expiration Date to be given to the Company in
         writing and to each Holder of Securities of the relevant series in the
         manner set forth in Section 106.

         With respect to any record date set pursuant to this Section, the party
         hereto which sets such record date may designate any day as the
         "EXPIRATION DATE" and from time to time may change the Expiration Date
         to any earlier or later day; provided that no such change shall be
         effective unless notice of the proposed new Expiration Date is given to
         the other party or parties hereto in writing, and to each Holder of
         Securities of the relevant series in the manner set forth in Section
         106, on or prior to the existing Expiration Date. Notwithstanding the
         foregoing, no Expiration Date shall be later than the 180th day after
         the applicable record date and, if an Expiration Date is not designated
         with respect to any record date set pursuant to this Section, the party
         or parties hereto which set such record date shall be deemed to have
         designated the 180th day after such record date as the Expiration Date
         with respect thereto.

         Without limiting the foregoing, a Holder of outstanding securities
         entitled hereunder to take any action hereunder with regard to any
         particular Security may do so with regard to all or any part of the
         principal amount of such Security or by one or more duly appointed
         agents or proxies each of which may do so pursuant to such appointment
         with regard to all or any part of such principal amount.

(f)      Any request, demand, authorization, direction, notice, consent, waiver
         or other Act of the Holder of any Security shall bind every future
         Holder of the same Security and the Holder of every Security issued
         upon the registration of transfer thereof or in exchange therefor or


                                       14
<PAGE>

         in lieu thereof in respect of anything done, omitted or suffered to be
         done by the Trustee or the Company in reliance thereon, whether or not
         notation of such action is made upon such Security.


SECTION 105. NOTICES, ETC. TO TRUSTEE AND COMPANY.

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

(1)      the Trustee by any Holder or by the Company shall be sufficient for
         every purpose hereunder if made, given, furnished or filed in writing
         to or with the Trustee at its Corporate Trust Office, 21 South Street,
         Morristown, NJ 07960, USA, Attention: Corporate Trust Administration,
         or

(2)      the Company by the Trustee or by any Holder shall be sufficient for
         every purpose hereunder (unless otherwise herein expressly provided) if
         in writing and mailed, first-class postage prepaid, to the Company
         addressed to it at 24 St. Andrews Road, Parktown 2193, South Africa,
         Attention: Nicholas J. Holland or at any other address previously
         furnished in writing to the Trustee by the Company.


SECTION 106. NOTICE TO HOLDERS; WAIVER.

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

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

Except as otherwise expressly provided herein or otherwise specified with
respect to any Securities pursuant to Section 301, where this Indenture provides
for notice to Holders of Bearer Securities of any event, such notice shall be
sufficiently given to Holders of Bearer Securities if published in an Authorized
Newspaper in The City of New York and in such other city or cities as may be
specified in such Securities on a Business Day at least twice, the first such
publication to be not earlier than the earliest date, and not later than the
latest date, prescribed for the giving of such notice. Any such notice shall be
deemed to have been given on the date of the first such publication. In the case
where Bearer Securities of a series are held in part or in their entirety in
temporary global or permanent global form and the rules of the exchange on which
such Bearer Securities are listed, if any, so permit, there may be substituted
for such publication delivery of the relevant notice to the relevant


                                       15
<PAGE>

clearing system for communication by it to the beneficial owners of such Bearer
Securities. Any such notice will be deemed to have been given to the Holders of
such Bearer Securities on the seventh day after the day on which such notice was
given to the relevant clearing system. In case, by reason of the suspension of
publication of any Authorized Newspaper or Authorized Newspapers or by reason of
any other cause, it shall be impracticable to publish any notice to Holders of
Bearer Securities as provided above, then such notification to Holders of Bearer
Securities as shall be given with the approval of the Trustee shall constitute
sufficient notice to such Holders for every purpose hereunder. Neither the
failure to give notice by publication to Holders of Bearer Securities as
provided above, nor any defect in any notice so published, shall affect the
sufficiency of such notice with respect to other Holders of Bearer Securities or
the sufficiency of any notice to Holders of Registered Securities given as
provided herein. Any request, demand, authorization, direction, notice, consent
or waiver required or permitted under this Indenture shall be in the English
language, except that, if the Company so elects, any published notice may be in
an official language of the country of publication.

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


SECTION 107. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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


SECTION 108. SUCCESSORS AND ASSIGNS.

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


SECTION 109. SEPARABILITY CLAUSE.

In case any provision in this Indenture or in any Security or coupon 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 110. BENEFITS OF INDENTURE.

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


SECTION 111. GOVERNING LAW.

This Indenture and the Securities and coupons shall be governed by and construed
in accordance with the law of the State of New York.


SECTION 112. LEGAL HOLIDAYS.

In any case where any Interest Payment Date, Redemption Date, sinking fund
payment date or Stated Maturity or Maturity of any Security shall not be a
Business Day at any Place of Payment, then (notwithstanding any other provision
of this Indenture or of any Security or coupon other than a provision in the
Securities of any series which specifically states that such provision shall
apply in lieu of this Section), payment of principal (or premium, if any) or
interest, if any, need not be made at such Place of Payment on such date, but
may be made on the next succeeding Business Day at such Place of Payment with
the same force and effect as if made on the Interest Payment Date or Redemption
Date or sinking fund payment date, or at the Stated Maturity or Maturity;


                                       16
<PAGE>

provided that no interest shall accrue for the period from and after such
Interest Payment Date, Redemption Date, sinking fund payment date, Stated
Maturity or Maturity, as the case may be.


SECTION 113. SUBMISSION TO JURISDICTION; APPOINTMENT OF AGENT FOR SERVICE OF
PROCESS.

The Company hereby appoints [?] as its authorized agent (the "AUTHORIZED AGENT")
upon which process may be served in any legal action or proceeding against the
Company with respect to its obligations under this Indenture or the Securities
of any series, instituted in any federal or state court in the State of New
Jersey by the Holder of any Security and the Company agrees that service of
process upon such Authorized Agent, together with written notice of said service
to the Company by the Person serving the same addressed as provided in Section
105, shall be deemed in every respect effective service of process upon the
Company in any such legal action or proceeding. The Company hereby irrevocably
submits to the non-exclusive jurisdiction of any such court in respect of any
such legal action or proceeding and waives any objection it may have to the
laying of the venue of any such legal action or proceeding. Such designation
shall be irrevocable until all amounts in respect of the principal of and any
premium and interest due and to become due on or in respect of all the
Securities issued under this Indenture have been paid by the Company to the
Trustee pursuant to the terms hereof and the Securities. Notwithstanding the
foregoing, the Company reserves the right to appoint another Person located or
with an office in the State of New Jersey, selected in its discretion, as a
successor Authorized Agent, and upon acceptance of such consent to service of
process by such a successor the designation of the prior Authorized Agent shall
terminate. The Company shall give written notice to the Trustee and all Holders
of the designation by it of a successor Authorized Agent. If for any reason [?]
ceases to be able to act as the Authorized Agent or to have an address in the
State of New Jersey, the Company will appoint a successor Authorized Agent in
accordance with the preceding sentence. The Company further agrees to take any
and all action, including the filing of any and all documents and instruments as
may be necessary to continue such designation of such agent in full force and
effect until this Indenture has been satisfied and discharged. Service of
process upon the Authorized Agent addressed to it at the address set forth
above, as such address may be changed within the State of New Jersey by notice
given by the Authorized Agent to the Trustee, together with written notice of
such service mailed or delivered to the Company shall be deemed, in every
respect, effective service of process on the Company.


                                   ARTICLE TWO
                                 SECURITY FORMS

SECTION 201. FORMS GENERALLY.

The Registered Securities, if any, of each series and the Bearer Securities, if
any, of each series and related coupons shall be in substantially the forms as
shall be established by or pursuant to a Board Resolution or in one or more
indentures supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the directors and officers executing
such Securities or coupons, as evidenced by their execution of the Securities or
coupons. If the forms of Securities or coupons of any series are established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the secretary or assistant secretary of the
Company and delivered to the Trustee at or prior to the


                                       17
<PAGE>

delivery of the Company Order contemplated by Section 303 for the authentication
and delivery of such Securities or coupons. Any portion of the text of any
Security may be set forth on the reverse thereof, with an appropriate reference
thereto on the face of the Security.

Unless otherwise specified as contemplated by Section 301, Securities in bearer
form shall have interest coupons attached.

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

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


SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

Subject to Section 611, the Trustee's certificate of authentication shall be in
substantially the following form:


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

Dated: _______________________________

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

[NAME OF TRUSTEE],

as Trustee

By
   ___________________________________
       Authorized Signatory


SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORM.

If Securities of or within a series are issuable in global form, as specified as
contemplated by Section 301, then, notwithstanding clause (8) of Section 301,
any such Security shall represent such of the Outstanding Securities of such
series as shall be specified therein and may provide that it shall represent the
aggregate amount of Outstanding Securities of such series from time to time
endorsed thereon and that the aggregate amount of Outstanding Securities of such
series represented thereby may from time to time be increased or decreased to
reflect exchanges. Any endorsement of a Security in global form to reflect the
amount, or any increase or decrease in the amount, of Outstanding Securities
represented thereby shall be made by the Trustee in such manner and upon
instructions given by such Person or Persons as shall be specified therein or in
the Company Order to be delivered to the Trustee pursuant to Section 303 or
Section 304. Subject to the provisions of Section 303 and, if applicable,
Section 304, the Trustee shall deliver and redeliver any Security in permanent
global form in the manner and upon instructions given by the Person or Persons
specified therein or in the applicable Company Order. If a Company Order
pursuant to Section 303 or Section 304 has been, or simultaneously is,
delivered, any instructions by the Company with respect to endorsement or
delivery or redelivery of a Security in global form shall be in writing but need
not comply with Section 102 and need not be accompanied by an Opinion of
Counsel.

The provisions of the last sentence of Section 303 shall apply to any Security
represented by a Security in global form if such Security was never issued and
sold by the Company and the Company delivers to the Trustee the Security in
global form together with written instructions


                                       18
<PAGE>

(which need not comply with Section 102 and need not be accompanied by an
Opinion of Counsel) with regard to the reduction in the principal amount of
Securities represented thereby, together with the written statement contemplated
by the last sentence of Section 303.

Notwithstanding the provisions of Section 307, unless otherwise specified as
contemplated by Section 301, payment of principal of (and premium, if any) and
interest, if any, on any Security in permanent global form shall be made to the
Person or Persons specified therein.

Notwithstanding the provisions of Section 309 and except as provided in the
preceding paragraph, the Company, the Trustee and any agent of the Company and
the Trustee shall treat as the Holder of such principal amount of Outstanding
Securities represented by a permanent global Security (i) in the case of a
permanent global Security in registered form, the Holder of such permanent
global Security in registered form, or (ii) in the case of a permanent global
Security in bearer form, Euroclear or Clearstream.





                                       19
<PAGE>

                                  ARTICLE THREE
                                 THE SECURITIES

SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES.

The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.

The Securities may be issued in one or more series. There shall be established
in one or more Board Resolutions or pursuant to authority granted by one or more
Board Resolutions and, subject to Section 303, set forth in, or determined in
the manner provided in, an Officers' Certificate, or established in one or more
indentures supplemental hereto, prior to the issuance of Securities of any
series, any or all of the following, as applicable (each of which (except for
the matters set forth in clauses (1), (2) and (17) below), if so provided, may
be determined from time to time by the Company with respect to unissued
Securities of the series and set forth in such Securities of the series when
issued from time to time):

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

(2)      any limit upon the aggregate principal amount of the Securities of the
         series that may be authenticated and delivered under this Indenture
         (except for Securities authenticated and delivered upon registration of
         transfer of, or in exchange for, or in lieu of, other Securities of the
         series pursuant to Section 304, 305, 306, 906, 1107 or 1305);

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

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

(5)      the place or places, if any, other than or in addition to Charlotte,
         NC, where the principal of (and premium, if any) and interest, if any,
         on Securities of the series shall be payable, where any Registered
         Securities of the series may be surrendered for registration of
         transfer, where Securities of the series may be surrendered for
         exchange, where Securities of the series that are convertible may be
         surrendered for conversion, as applicable and, if different than the
         location specified in Section 105, the place or places where notices or
         demands to or upon the Company in respect of the Securities of the
         series and this Indenture may be served;

(6)      other than with respect to any redemption of Securities pursuant to
         Section 1108 the period or periods within which, the price or prices at
         which, the Currency in which, and other terms and conditions upon which
         Securities of the series may be redeemed, in whole or in part, at the
         option of the Company, if the Company is to have that option;



                                       20
<PAGE>

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

(8)      if other than denominations of $1,000 and any integral multiple
         thereof, the denomination or denominations in which any Registered
         Securities of the series shall be issuable and, if other than
         denominations of $5,000, the denomination or denominations in which any
         Bearer Securities of the series shall be issuable;

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

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

(11)     if other than Dollars, the Currency in which payment of the principal
         of (or premium, if any) or interest, if any, on the Securities of the
         series shall be payable or in which the Securities of the series shall
         be denominated and the particular provisions applicable thereto in
         accordance with, in addition to or in lieu of any of the provisions of
         Section 312;

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

(13)     whether the principal of (or premium, if any) or interest, if any, on
         the Securities 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
         such Securities are denominated or stated to be payable, the period or
         periods within which (including the Election Date), and the terms and
         conditions upon which, such election may be made, and the time and
         manner of determining the exchange rate between the Currency in which
         such Securities are denominated or stated to be payable and the
         Currency in which such Securities are to be so payable, in each case in
         accordance with, in addition to or in lieu of any of the provisions of
         Section 312;

(14)     the designation of the initial Exchange Rate Agent, if any;

(15)     the applicability, if any, of Sections 1402 and/or 1403 to the
         Securities of the series and any provisions in modification of, in
         addition to or in lieu of any of the provisions of Article Fourteen
         that shall be applicable to the Securities of the series;

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

(17)     any deletions from, modifications of or additions to the Events of
         Default or covenants (including any deletions from, modifications of or
         additions to Section 1007) of the Company with respect to Securities of
         the series, whether or not such Events of Default or covenants are
         consistent with the Events of Default or covenants set forth herein;

(18)     whether Securities of the series are to be issuable as Registered
         Securities, Bearer Securities (with or without coupons) or both, any
         restrictions applicable to the offer, sale or delivery of Bearer
         Securities, whether any Securities of the series are to be


                                       21
<PAGE>

         issuable initially in temporary global form and whether any Securities
         of the series are to be issuable in permanent global form with or
         without coupons and, if so, whether beneficial owners of interests in
         any such permanent global Security may exchange such interests for
         Securities of such series and of like tenor of any authorized form and
         denomination and the circumstances under which any such exchanges may
         occur, if other than in the manner provided in Sections 304 and 305,
         whether Registered Securities of the series may be exchanged for Bearer
         Securities of the series (if permitted by applicable laws and
         regulations), whether Bearer Securities of the series may be exchanged
         for Registered Securities of such series, and the circumstances under
         which and the place or places where any such exchanges may be made and
         if Securities of the series are to be issuable in global form, the
         identity of any initial depository therefor;

(19)     the date as of which any Bearer Securities of the series and any
         temporary global Security representing Outstanding Securities of the
         series shall be dated if other than the date of original issuance of
         the first Security of the series to be issued;

(20)     the Person to whom any interest on any Registered Security of the
         series shall be payable, if other than the Person in whose name that
         Security (or one or more Predecessor Securities) is registered at the
         close of business on the Regular Record Date for such interest, the
         manner in which, or the Person to whom, any interest on any Bearer
         Security of the series shall be payable, if otherwise than upon
         presentation and surrender of the coupons appertaining thereto as they
         severally mature, and the extent to which, or the manner in which, any
         interest payable on a temporary global Security on an Interest Payment
         Date will be paid if other than in the manner provided in Section 304;

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

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

(23)     whether, under what circumstances and the Currency in which the Company
         will pay Additional Amounts as contemplated by Section 101 on the
         Securities of the series to any Holder who is not a United States
         person (including any modification to the definition of such term) in
         respect of any tax, assessment or governmental charge and, if so,
         whether the Company will have the option to redeem such Securities
         rather than pay such Additional Amounts (and the terms of any such
         option);

(24)     if the Securities of the series are to be convertible into or
         exchangeable for any securities of any Person (including the Company),
         the terms and conditions upon which such Securities will be so
         convertible or exchangeable;

(25)     if the Securities of the series are to be subordinated to any other
         Debt, the terms and conditions of such subordination;

(26)     any securities exchange on which the Securities of the series will be
         listed; and

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

All Securities of any one series and the coupons appertaining to any Bearer
Securities of such series shall be substantially identical except, in the case
of Registered Securities, as to


                                       22
<PAGE>

denomination and except as may otherwise be provided in or pursuant to such
Board Resolution (subject to Section 303) and set forth in such Officers'
Certificate or in any such indenture supplemental hereto. Not all Securities of
any one series need be issued at the same time, and, unless otherwise provided,
a series may be reopened without the consent of the Holders for issuances of
additional Securities of such series.

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


SECTION 302. DENOMINATIONS.

The Securities of each series shall be issuable in such denominations as shall
be specified as contemplated by Section 301. With respect to Securities of any
series denominated in Dollars, in the absence of any such provisions, the
Registered Securities of such series, other than Registered Securities issued in
global form (which may be of any denomination), shall be issuable in
denominations of $1,000 and any integral multiple thereof and the Bearer
Securities of such series, other than the Bearer Securities issued in global
form (which may be of any denomination), shall be issuable in a denomination of
$5,000.


SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

The Securities and any coupons appertaining thereto shall be executed on behalf
of the Company by any two directors, or any director and secretary, of the
Company. The signature of any of these persons on the Securities or coupons may
be the manual or facsimile signatures of the present or any future such director
or officer and may be imprinted or otherwise reproduced on the Securities.

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

At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series together with any
coupon appertaining thereto, executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with such Company
Order shall authenticate and deliver such Securities; provided, however, that,
in connection with its original issuance, no Bearer Security shall be mailed or
otherwise delivered to any location in the United States; and provided further
that, unless otherwise specified with respect to any series of Securities
pursuant to Section 301, a Bearer Security may be delivered in connection with
its original issuance only if the Person entitled to receive such Bearer
Security shall have furnished a certificate in the form set forth in Exhibit A-1
to this Indenture, dated no earlier than the Certification Date. If any Security
shall be represented by a permanent global Security, then, for purposes of this
Section and Section 304, the notation of a beneficial owner's interest therein
upon original issuance of such Security or upon exchange of a portion of a
temporary global Security shall be deemed to be delivery in connection with its
original issuance of such beneficial owner's interest in such permanent global
Security. Except as permitted by Section 306, the Trustee shall not authenticate
and deliver any Bearer Security unless all appurtenant coupons for interest then
matured have been detached and cancelled. If not all the Securities of any
series are to be issued at one time and if the Board Resolution or supplemental
indenture establishing such series shall so permit, such Company Order may set
forth procedures acceptable to the Trustee for the issuance of such Securities
and determining terms of particular Securities of such series such as interest
rate, stated maturity, date of issuance and date from which interest shall
accrue.



                                       23
<PAGE>

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

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

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

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

(d)      that all of the conditions to the authentication have been met.

Notwithstanding the provisions of Section 301 and of the preceding two
paragraphs, if not all the Securities of any series are to be issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to the preceding two paragraphs prior to or at the
time of issuance of each Security, but such documents shall be delivered prior
to or at the time of issuance of the first Security of such series.

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

Each Registered Security shall be dated the date of its authentication and each
Bearer Security shall be dated as of the date specified as contemplated by
Section 301.

No Security or coupon shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein duly
executed by the Trustee by manual signature of an authorized officer, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security or coupon has been duly authenticated and delivered
hereunder and is entitled to the benefits of this Indenture. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee or the Security Registrar for cancellation as provided
in Section 310 together with a written statement (which need not comply with
Section 102 and need not be accompanied by an Opinion of Counsel) stating that
such Security has never been issued and sold by the Company, for all purposes of
this Indenture such Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits of this
Indenture.




                                       24
<PAGE>

SECTION 304. TEMPORARY SECURITIES.

Pending the preparation of definitive Securities of any series, the Company may
execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the
tenor of the definitive Securities in lieu of which they are issued, in
registered form or, if authorized, in bearer form with one or more coupons or
without coupons, and with such appropriate insertions, omissions, substitutions
and other variations as conclusively the directors or officers executing such
Securities may determine, as conclusively evidenced by their execution of such
Securities. Such temporary Securities may be in global form.

Except in the case of temporary Securities in global form (which shall be
exchanged in accordance with the provisions of the following paragraphs), if
temporary Securities of any series are issued, the Company will cause definitive
Securities of that series to be prepared without unreasonable delay. After the
preparation of definitive Securities of such series, the temporary Securities of
such series shall be exchangeable for definitive Securities of such series upon
surrender of the temporary Securities of such series at the office or agency of
the Company in a Place of Payment for that series, without charge to the Holder.
Upon surrender for cancellation of any one or more temporary Securities of any
series (accompanied by any unmatured coupons appertaining thereto), the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Securities of the same series of
authorized denominations; provided, however, that no definitive Bearer Security
shall be delivered in exchange for a temporary Registered Security; and provided
further that a definitive Bearer Security shall be delivered in exchange for a
temporary Bearer Security only in compliance with the conditions set forth in
Section 303. Until so exchanged the temporary Securities of any series shall in
all respects be entitled to the same benefits under this Indenture as definitive
Securities of such series.

If temporary Securities of any series are issued in global form, any such
temporary global Security shall, unless otherwise provided therein, be delivered
to the [?] office of a depositary or common depositary (the "COMMON
DEPOSITARY"), for the benefit of Euroclear and Clearstream, for credit to the
respective accounts of the beneficial owners of such Securities (or to such
other accounts as they may direct).

Without unnecessary delay but in any event not later than the date specified in,
or determined pursuant to the terms of, any such temporary global Security (the
"EXCHANGE DATE"), the Company shall deliver to the Trustee definitive
Securities, in aggregate principal amount equal to the principal amount of such
temporary global Security, executed by the Company. On or after the Exchange
Date such temporary global Security shall be surrendered by the Common
Depositary to the Trustee, as the Company's agent for such purpose, to be
exchanged, in whole or from time to time in part, for definitive Securities
without charge and the Trustee shall authenticate and deliver, in exchange for
each portion of such temporary global Security, an equal aggregate principal
amount of definitive Securities of the same series of authorized denominations
and of like tenor as the portion of such temporary global Security to be
exchanged. The definitive Securities to be delivered in exchange for any such
temporary global Security shall be in bearer form, registered form, permanent
global bearer form or permanent global registered form, or any combination
thereof, as specified as contemplated by Section 301, and, if any combination
thereof is so specified, as requested by the beneficial owner thereof.

If temporary Bearer Securities of any series are issued in global form (a
"TEMPORARY GLOBAL BEARER SECURITY"), unless otherwise specified in the Temporary
Global Bearer Security, the interest of a beneficial owner of Securities of a
series in the Temporary Global Bearer Security


                                       25
<PAGE>

shall be exchanged on the Exchange Date for interests in a permanent global
Bearer Security (a "PERMANENT GLOBAL BEARER SECURITY") of the same series and of
like tenor unless, on or prior to the Exchange Date, such beneficial owner has
not delivered to Euroclear or Clearstream, as the case may be, a certificate in
the form set forth in Exhibit A-1 to this Indenture (or in such other form as
may be established pursuant to Section 301) dated no earlier than the
Certification Date, copies of which certificate shall be available from the
offices of Euroclear and Clearstream, the Trustee, any Authenticating Agent
appointed for such series of Securities and each Paying Agent and, after the
Exchange Date, the interest of a beneficial owner of Securities of a series in a
Temporary Global Bearer Security shall be exchanged for an interest in a
Permanent Global Bearer Security of the same series and of like tenor following
such beneficial owner's delivery to Euroclear or Clearstream, as the case may
be, of a certificate in the form set forth in Exhibit A-1 to this Indenture (or
in such other form as may be established pursuant to Section 301) dated no
earlier than the Certification Date. Unless otherwise specified in such
Temporary Global Bearer Security, any such exchange shall be made free of charge
to the beneficial owners of such Temporary Global Bearer Security. Definitive
Bearer Securities to be delivered in exchange for any portion of a Temporary
Global Bearer Security shall be delivered only outside the United States.

On or before the 60th day after the occurrence of one or more of the events
described below, Securities of a series represented by a Permanent Global Bearer
Security shall be exchanged at the [specified office of the [Paying Agent]] [the
offices of Euroclear or Clearstream, as the case may be], and the Company shall
procure that the [Paying Agent] [Security Registrar] shall issue and deliver, in
full exchange for the Permanent Global Bearer Security, definitive Securities in
an aggregate principal amount equal to the principal amount of the Permanent
Global Bearer Security exchanged therefor. The costs incurred by the Company in
making the exchange of the Permanent Global Bearer Security for definitive
Securities shall be borne by the Company, except that a Person receiving
definitive Securities must bear the cost of insurance, postage, transportation
and the like in the event that such Person does not take delivery of such
definitive Securities in person at the offices of the [Paying Agent] [Euroclear
or Clearstream, as the case may be]; provided, that no Bearer Security shall be
mailed or otherwise delivered to any location in the United States. The events
referred to above (each, an "EXCHANGE EVENT") are (i) if either of Euroclear or
Clearstream are closed for business for a continuous period of 30 days (other
than by reason of holiday, statutory or otherwise) or announces an intention
permanently to cease business or does in fact do so and no alternative clearing
system satisfactory to the Company is available, (ii) if a Holder requests such
an exchange in writing following the occurrence of an Event of Default with
respect to Securities of such series and (iii) if the Company has or will become
obliged to pay Additional Amounts as provided for or referred to in Section 1005
which would not be required if the Securities represented by such Permanent
Global Bearer Security were in definitive form. Except for the circumstances set
forth in clauses (i), (ii) and (iii) above, beneficial interests in a Permanent
Global Bearer Security shall not be exchangeable for definitive Securities.

In the event of an Exchange Event, each beneficial owner of interests in an
affected Permanent Global Bearer Security will receive a definitive Security of
the same series. Any such definitive Security will be issued in bearer form in
denominations of 1,000 principal amount or any multiple thereof in the relevant
currency of the Permanent Global Bearer Security so exchanged. To the extent
permitted by law, the Company, the Trustee and any Paying Agent for such series
shall be entitled to treat the holder of a definitive Security of such series as
the absolute owner thereof. The principal amount of the Permanent Global Bearer
Security will be decreased to reflect exchanges or issues of definitive
Securities of such series. If a Paying Agent has been appointed with respect to
the Securities of such series, the Trustee


                                       26
<PAGE>

will request the Paying Agent to make the appropriate adjustments in the
Permanent Global Bearer Security to reflect any such issues or adjustments.

Principal of and interest on, and all other amounts payable under, any
definitive Securities will be payable as set forth in the form of the definitive
Security.

Until exchanged in full as hereinabove provided, the temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of the same series and of like tenor
authenticated and delivered hereunder, except that, unless otherwise specified
as contemplated by Section 301, interest payable on a Temporary Global Bearer
Security on an Interest Payment Date for Securities of such series occurring
prior to the applicable Exchange Date shall be payable to Euroclear and
Clearstream on such Interest Payment Date upon delivery by Euroclear and
Clearstream to the Trustee and the Paying Agent of a certificate or certificates
in the form set forth in Exhibit A-2 to this Indenture (or in such other form as
may be established pursuant to Section 301), for credit without further interest
thereon on or after such Interest Payment Date to the respective accounts of the
Persons who are the beneficial owners of such Temporary Global Bearer Security
on such Interest Payment Date and who have each delivered to Euroclear or
Clearstream, as the case may be, a certificate in the form set forth in Exhibit
A-1 to this Indenture (or in such other form as may be established pursuant to
Section 301). Any interest so received by Euroclear and Clearstream and not paid
as herein provided shall be returned to the Trustee or the Paying Agent, as the
case may be, immediately prior to the expiration of two years after such
Interest Payment Date in order to be repaid to the Company in accordance with
Section 1003.


SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

Except as otherwise provided as contemplated by Section 301, the Company shall
cause to be kept at the Corporate Trust Office of the Trustee a register for
each series of Securities to be issued in registered form (the registers
maintained in the Corporate Trust Office of the Trustee 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 Registered Securities and of transfers of Registered Securities.
The Security Register shall be in written form or any other form capable of
being converted into written form within a reasonable time. At all reasonable
times, the Security Register shall be open to inspection by the Trustee. The
Trustee is hereby initially appointed as security registrar (the "SECURITY
REGISTRAR") for the purpose of registering Dollar denominated fixed-rate
Registered Securities and transfers of Dollar denominated fixed-rate Registered
Securities as herein provided. Unless otherwise agreed to by the Trustee, the
Company shall appoint a Security Registrar, who is not the Trustee, for all
other Registered Securities.

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

At the option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series, of any authorized
denomination and of a like aggregate principal amount, upon surrender of the
Registered Securities to be exchanged at such office or agency. Whenever any
Registered Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Registered
Securities which the Holder making the exchange is entitled to receive. Unless
otherwise specified with respect to any series of Securities as contemplated by
Section 301, Bearer Securities may not be issued in exchange for Registered
Securities.



                                       27
<PAGE>

If (but only if) expressly permitted in or pursuant to the applicable Board
Resolution and (subject to Section 303) set forth in the applicable Officers'
Certificate, or in any indenture supplemental hereto, delivered as contemplated
by Section 301, at the option of the Holder, Bearer Securities of any series may
be exchanged for Registered Securities of the same series of any authorized
denomination and of a like aggregate principal amount and tenor, upon surrender
of the Bearer Securities to be exchanged at any such office or agency, with all
unmatured coupons and all matured coupons in default thereto appertaining. If
the Holder of a Bearer Security is unable to produce any such unmatured coupon
or coupons or matured coupon or coupons in default, any such permitted exchange
may be effected if the Bearer Securities are accompanied by payment in funds
acceptable to the Company in an amount equal to the face amount of such missing
coupon or coupons, or the surrender of such missing coupon or coupons may be
waived by the Company and the Trustee if there is furnished to them such
security or indemnity as they may require to save each of them and any Paying
Agent harmless. If thereafter the Holder of such Security shall surrender to any
Paying Agent any such missing coupon in respect of which such a payment shall
have been made, such Holder shall be entitled to receive the amount of such
payment; provided, however, that, except as otherwise provided in Section 1002,
interest represented by coupons shall be payable only upon presentation and
surrender of those coupons at an office or agency located outside the United
States. Notwithstanding the foregoing, in case a Bearer Security of any series
is surrendered at any such office or agency in a permitted exchange for a
Registered Security of the same series and like tenor after the close of
business at such office or agency on (i) any Regular Record Date and before the
opening of business at such office or agency on the relevant Interest Payment
Date, or (ii) any Special Record Date and before the opening of business at such
office or agency on the related proposed date for payment of Defaulted Interest,
such Bearer Security shall be surrendered without the coupon relating to such
Interest Payment Date or proposed date for payment, as the case may be, and
interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of the Registered Security issued in exchange for such Bearer Security,
but will be payable only to the Holder of such coupon when due in accordance
with the provisions of this Indenture.

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

The provisions of clauses (1), (2), (3) and (4) below shall apply only to global
Registered Securities:

(1)      Each global Registered Security authenticated under this Indenture
         shall be registered in the name of the depositary designated for such
         global Registered Security or a nominee thereof and delivered to such
         depositary or a nominee thereof or custodian therefor, and each such
         global Registered Security shall constitute a single Security for all
         purposes of this Indenture.

(2)      Notwithstanding any other provision in this Indenture, no global
         Registered Security may be exchanged in whole or in part for Securities
         registered, and no transfer of a global Registered Security in whole or
         in part may be registered, in the name of any Person other than the
         depositary for such global Registered Security or a nominee thereof
         unless (A) such depositary (i) has notified the Company that it is
         unwilling or unable to continue as depositary for such global
         Registered Security or (ii) has ceased to be a clearing agency
         registered under the Exchange Act, and the Company does not appoint
         another institution to act as depositary within 120 days after the date
         of the notice described in clause (i) or


                                       28
<PAGE>

         the cessation described in clause (ii), as the case may be, (B) the
         Company notifies the Trustee that the Company desires to terminate such
         global Registered Security, (C) there shall have occurred and be
         continuing an Event of Default with respect to such global Registered
         Security or (D) there shall exist such other circumstances, if any, as
         have been specified for this purpose as contemplated by Section 301.

(3)      Subject to clause (2) above, any exchange of a global Registered
         Security for other Securities may be made in whole or in part, and all
         Securities issued in exchange for a global Registered Security or any
         portion thereof shall be registered in such names as the depositary for
         such global Registered Security shall direct.

(4)      Every Security authenticated and delivered upon registration or
         transfer of, or in exchange for or in lieu of, a global Registered
         Security or any portion thereof, whether pursuant to this Section,
         Section 304, 306, 906 or 1107 or otherwise, shall be authenticated and
         delivered in the form of, and shall be a global Registered Security,
         unless such Security is registered in the name of a Person other than
         the depositary for such global Registered Security or a nominee
         thereof.

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

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

No service charge shall be made for any registration of transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 304, 906, 1107 or 1305 not involving any transfer.

The Company shall not be required (i) to issue, register the transfer of or
exchange Securities of any series during a period beginning at the opening of
business 15 days before the day of the selection for redemption of Securities of
that series under Section 1103 or 1203 and ending at the close of business on
(A) if Securities of the series are issuable only as Registered Securities, the
day of the mailing of the relevant notice of redemption and (B) if Securities of
the series are issuable as Bearer Securities, the day of the first publication
of the relevant notice of redemption or, if Securities of the series are also
issuable as Registered Securities and there is no publication, the mailing of
the relevant notice of redemption, or (ii) to register the transfer of or
exchange any Registered Security so selected for redemption in whole or in part,
except the unredeemed portion of any Security being redeemed in part, or (iii)
to exchange any Bearer Security so selected for redemption except that such a
Bearer Security may be exchanged for a Registered Security of that series and
like tenor; provided that such Registered Security shall be simultaneously
surrendered for redemption, or (iv) to issue, register the transfer of or
exchange any Security which has been surrendered for repayment at the option of
the Holder, except the portion, if any, of such Security not to be so repaid.

Neither the Trustee nor any Agent shall have any responsibility for any actions
taken or not taken by Euroclear, Clearstream or any depositary.




                                       29
<PAGE>

SECTION 306. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

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

If there shall be delivered to the Company and the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security or coupon and
(ii) such security or indemnity as may be required by them to save each of them
and any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security or coupon has been acquired by a bona
fide purchaser, the Company shall execute and upon Company Order the Trustee
shall authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security or in exchange for the Security to which a destroyed, lost or stolen
coupon appertains (with all appurtenant coupons not destroyed, lost or stolen),
a new Security of the same series and of like tenor and principal amount and
bearing a number not contemporaneously outstanding, with coupons corresponding
to the coupons, if any, appertaining to such destroyed, lost or stolen Security
or to the Security to which such destroyed, lost or stolen coupon appertains.

Notwithstanding the provisions of the previous two paragraphs, in case any such
mutilated, destroyed, lost or stolen Security or coupon has become or is about
to become due and payable, the Company in its discretion may, instead of issuing
a new Security, with coupons corresponding to the coupons, if any, appertaining
to such mutilated, destroyed, lost or stolen Security or to the Security to
which such mutilated, destroyed, lost or stolen coupon appertains, pay such
Security or coupon; provided, however, that payment of principal of (and
premium, if any) and interest, if any, on Bearer Securities shall, except as
otherwise provided in Section 1002, be payable only at an office or agency
located outside the United States and, unless otherwise specified as
contemplated by Section 301, any interest on Bearer Securities shall be payable
only upon presentation and surrender of the coupons appertaining thereto.

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

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

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


SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED; OPTIONAL INTEREST
RESET.

(a)      Unless otherwise provided as contemplated by Section 301 with respect
         to any series of Securities, interest, if any, on any Registered
         Security which is payable, and is punctually


                                       30
<PAGE>

         paid or duly provided for, on any Interest Payment Date shall be paid
         to the Person in whose name such Security (or one or more Predecessor
         Securities) is registered at the close of business on the Regular
         Record Date for such interest at the office or agency of the Company
         maintained for such purpose pursuant to Section 101; provided, however,
         that each instalment of interest, if any, on any Registered Security
         may at the Company's option be paid by (i) mailing a check for such
         interest, payable to or upon the written order of the Person entitled
         thereto pursuant to Section 309, to the address of such Person as it
         appears on the Security Register or (ii) transfer to an account
         maintained by such Person.

         Unless otherwise provided as contemplated by Section 301 with respect
         to the Securities of any series, in the case of a Bearer Security,
         payment of interest, if any, may be made upon presentation and
         surrender of the coupon appertaining thereto in respect of such
         payment. Such payment may be made by transfer to an account located
         outside the United States maintained by the Person entitled thereto
         pursuant to Section 309; except that in the case of a Permanent Global
         Bearer Security, if no further payment is to be made in respect of such
         Security, payment of interest (and principal) will be made upon
         presentation and surrender of the Permanent Global Bearer Security to
         the order of the Trustee or such other Paying Agent as shall have been
         designated in a notice to Holders for such purpose as provided in
         Section 106.

         Any interest on any Registered Security of any series which is payable,
         but is not punctually paid or duly provided for, on any Interest
         Payment Date shall forthwith cease to be payable to the Holder on the
         relevant Regular Record Date by virtue of having been such Holder, and
         such defaulted interest and, if applicable, interest on such defaulted
         interest (to the extent lawful) at the rate specified in the Securities
         of such series (such defaulted interest and, if applicable, interest
         thereon herein collectively called "DEFAULTED INTEREST") may be paid by
         the Company, at its election in each case, as provided in clause (1) or
         (2) below:

(1)      The Company may elect to make payment of any Defaulted Interest to the
         Persons in whose names the Registered Securities of such series (or
         their respective Predecessor Securities) are registered at the close of
         business on a Special Record Date for the payment of such Defaulted
         Interest, which shall be fixed in the following manner. The Company
         shall notify the Trustee and the Paying Agent in writing of the amount
         of Defaulted Interest proposed to be paid on each Registered Security
         of such series and the date of the proposed payment, and at the same
         time the Company shall deposit with the Trustee and the Paying Agent,
         if other than the Trustee an amount of money in the Currency in which
         the Securities of such series are payable (except as otherwise
         specified pursuant to Section 301 for the Securities of such series and
         except, if applicable, as provided in Sections 312(b), 312(d) and
         312(e)) equal to the aggregate amount proposed to be paid in respect of
         such Defaulted Interest or shall make arrangements satisfactory to the
         Trustee and the Paying Agent for such deposit on or prior to the date
         of the proposed payment, such money when deposited to be held in trust
         for the benefit of the Persons entitled to such Defaulted Interest as
         in this clause provided. Thereupon the Trustee shall fix a Special
         Record Date for the payment of such Defaulted Interest which shall be
         not more than 15 days and not less than 10 days prior to the date of
         the proposed payment and not less than 10 days after the receipt by the
         Trustee and the Paying Agent of the notice of the proposed payment. The
         Trustee shall promptly notify the Company and the Paying Agent of such
         Special Record Date and, in the name and at the expense of the Company,
         shall cause notice of the proposed payment of such Defaulted Interest
         and the Special Record Date therefor to be given in the manner provided
         in Section 106, not less


                                       31
<PAGE>

         than 10 days prior to such Special Record Date. Notice of the proposed
         payment of such Defaulted Interest and the Special Record Date therefor
         having been so given, such Defaulted Interest shall be paid to the
         Persons in whose name the Registered Securities of such series (or
         their respective Predecessor Securities) are registered at the close of
         business on such Special Record Date and shall no longer be payable
         pursuant to the following clause (2).

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

(b)      The provisions of this Section 307(b) may be made applicable to any
         series of Securities pursuant to Section 301 (with such modifications,
         additions or substitutions as may be specified pursuant to such Section
         301). The interest rate (or the spread or spread multiplier used to
         calculate such interest rate, if applicable) on any Security of such
         series may be reset by the Company on the date or dates specified on
         the face of such Security (each an "OPTIONAL RESET DATE"). The Company
         may exercise such option with respect to such Security by notifying the
         Trustee and the Paying Agent of such exercise at least 50 but not more
         than 60 days prior to an Optional Reset Date for such Note. Not later
         than 40 days prior to each Optional Reset Date, the Trustee shall
         transmit, in the manner provided for in Section 106, to the Holder of
         any such Security a notice (the "RESET NOTICE") indicating whether the
         Company has elected to reset the interest rate (or the spread or spread
         multiplier used to calculate such interest rate, if applicable), and if
         so (i) such new interest rate (or such new spread or spread multiplier,
         if applicable) and (ii) the provisions, if any, for redemption during
         the period from such Optional Reset Date to the next Optional Reset
         Date or if there is no such next Optional Reset Date, to the Stated
         Maturity Date of such Security (each such period a "SUBSEQUENT INTEREST
         PERIOD"), including the date or dates on which or the period or periods
         during which and the price or prices at which such redemption may occur
         during the Subsequent Interest Period.

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

         The Holder of any such Security will have the option to elect repayment
         by the Company of the principal of such Security on each Optional Reset
         Date at a price equal to the principal amount thereof plus interest
         accrued to such Optional Reset Date. In order to obtain


                                       32
<PAGE>

         repayment on an Optional Reset Date, the Holder must follow the
         procedures set forth in Article Thirteen for repayment at the option of
         Holders except that the period for delivery or notification to the
         Trustee or the Paying Agent shall be at least 25 but not more than 35
         days prior to such Optional Reset Date and except that, if the Holder
         has tendered any Security for repayment pursuant to the Reset Notice,
         the Holder may, by written notice to the Trustee or the Paying Agent,
         revoke such tender or repayment until the close of business on the
         tenth day before such Optional Reset Date.

Subject to the foregoing provisions of this Section and Section 305, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.


SECTION 308. OPTIONAL EXTENSION OF STATED MATURITY.

The provisions of this Section 308 may be made applicable to any series of
Securities pursuant to Section 301 (with such modifications, additions or
substitutions as may be specified pursuant to such Section 301). The Stated
Maturity of any Security of such series may be extended at the option of the
Company for the period or periods specified on the face of such Security (each
an "EXTENSION PERIOD") up to but not beyond the date (the "FINAL MATURITY") set
forth on the face of such Security. The Company may exercise such option with
respect to any Security by notifying the Trustee and the Paying Agent of such
exercise at least 50 but not more than 60 days prior to the Stated Maturity of
such Security in effect prior to the exercise of such option (the "ORIGINAL
STATED MATURITY"). If the Company exercises such option, the Trustee shall
transmit, in the manner provided for in Section 106, to the Holder of such
Security not later than 40 days prior to the Original Stated Maturity a notice
(the "EXTENSION NOTICE") indicating (i) the election of the Company to extend
the Stated Maturity, (ii) the new Stated Maturity, (iii) the interest rate, if
any, applicable to the Extension Period and (iv) the provisions, if any, for
redemption during such Extension Period. Upon the Trustee's transmittal of the
Extension Notice, the Stated Maturity of such Security shall be extended
automatically and, except as modified by the Extension Notice and as described
in the next paragraph, such Security will have the same terms as prior to the
transmittal of such Extension Notice.

Notwithstanding the foregoing, not later than 20 days before the Original Stated
Maturity of such Security, the Company may, at its option, revoke the interest
rate provided for in the Extension Notice and establish a higher interest rate
for the Extension Period by causing the Trustee to transmit, in the manner
provided for in Section 106, notice of such higher interest rate to the Holder
of such Security. Such notice shall be irrevocable. All Securities with respect
to which the Stated Maturity is extended will bear such higher interest rate.

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




                                       33
<PAGE>

SECTION 309. PERSONS DEEMED OWNERS.

Prior to due presentment of a Registered Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such Registered Security is registered as the owner of
such Registered Security for the purpose of receiving payment of principal of
(and premium, if any) and (subject to Sections 305 and 307) interest, if any, on
such Security and for all other purposes whatsoever, whether or not such
Security be overdue, and none of the Company, the Trustee or any agent of the
Company or the Trustee shall be affected by notice to the contrary.

Title to any Bearer Security and any coupons appertaining thereto shall pass by
delivery. The Company, the Trustee and any agent of the Company or the Trustee
may treat the bearer of any Bearer Security and the bearer of any coupon as the
absolute owner of such Security or coupon for the purpose of receiving payment
thereof or on account thereof and for all other purposes whatsoever, whether or
not such Security or coupons 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.

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

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


SECTION 310. CANCELLATION.

All Securities and coupons surrendered for payment, redemption, repayment at the
option of the Holder, registration of transfer or exchange or for credit against
any current or future sinking fund payment shall, if surrendered to any Person
other than the Trustee, be delivered to the Trustee. All Securities and coupons
so delivered to the Trustee shall be promptly cancelled by it. Notwithstanding
the foregoing, all Bearer Securities in definitive form and unmatured coupons so
delivered shall be held by the Trustee or on its behalf and, upon instruction by
a Company Order, shall be cancelled or held for reissuance. Such Bearer
Securities and unmatured coupons held for reissuance may be reissued only in
replacement of mutilated, lost, stolen or destroyed Bearer Securities of the
same series and like tenor or related coupons pursuant to Section 306. The
Company may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and may deliver to the Trustee (or to any
other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold,
and all Securities so delivered shall be promptly cancelled by the Trustee. If
the Company shall so acquire any of the Securities, however, such acquisition
shall not operate as a redemption or satisfaction of the indebtedness
represented by such Securities unless and until the same are surrendered to the
Trustee for cancellation. No Securities shall be authenticated in lieu of or in
exchange for any Securities cancelled as provided in this Section, except as
expressly permitted by this Indenture. All cancelled Securities held by the
Trustee shall be disposed of by the Trustee in accordance with its customary
procedures and certification of their disposal delivered to the Company, unless
by a Company Order the Company shall direct that cancelled Securities be
returned to it.




                                       34
<PAGE>

SECTION 311. COMPUTATION OF INTEREST.

Except as otherwise specified as contemplated by Section 301 with respect to any
Securities, interest, if any, on the Securities of each series shall be computed
on the basis of a 360-day year of twelve 30-day months.


SECTION 312. CURRENCY AND MANNER OF PAYMENTS IN RESPECT OF SECURITIES.

(a)      Unless otherwise specified with respect to any Securities pursuant to
         Section 301, with respect to Registered Securities of any series not
         permitting the election provided for in paragraph (b) below or the
         Holders of which have not made the election provided for in paragraph
         (b) below, and with respect to Bearer Securities of any series, except
         as provided in paragraph (d) below, payment of the principal of (and
         premium, if any) and interest, if any, on any Registered or Bearer
         Security of such series will be made in the Currency in which such
         Registered Security or Bearer Security, as the case may be, is payable.
         The provisions of this Section 312 may be modified or superseded with
         respect to any Securities pursuant to Section 301.

(b)      It may be provided pursuant to Section 301 with respect to Registered
         Securities of any series that Holders shall have the option, subject to
         paragraphs (d) and (e) below, to receive payments of principal of (or
         premium, if any) or interest, if any, on such Registered Securities in
         any of the Currencies which may be designated for such election by
         delivering to the Paying Agent a written election with signature
         guarantees and in the applicable form established pursuant to Section
         301, not later than the close of business on the Election Date
         immediately preceding the applicable payment date. If a Holder so
         elects to receive such payments in any such Currency, such election
         will remain in effect for such Holder or any transferee of such Holder
         until changed by such Holder or such transferee by written notice to
         the Paying Agent (but any such change must be made not later than the
         close of business on the Election Date immediately preceding the next
         payment date to be effective for the payment to be made on such payment
         date and no such change of election may be made with respect to
         payments to be made on any Registered Security of such series with
         respect to which an Event of Default has occurred or with respect to
         which the Company has deposited funds pursuant to Article Four or
         Fourteen or with respect to which a notice of redemption has been given
         by the Company or a notice of option to elect repayment has been sent
         by such Holder or such transferee). Any Holder of any such Registered
         Security who shall not have delivered any such election to the Paying
         Agent not later than the close of business on the applicable Election
         Date will be paid the amount due on the applicable payment date in the
         relevant Currency as provided in Section 312(a). The Trustee shall
         notify the Exchange Rate Agent and the Paying Agent as soon as
         practicable after the Election Date of the aggregate principal amount
         of Registered Securities for which Holders have made such written
         election.

(c)      Unless otherwise specified pursuant to Section 301, if the election
         referred to in paragraph (b) above has been provided for pursuant to
         Section 301, then, unless otherwise specified pursuant to Section 301,
         not later than the fourth Business Day after the Election Date for each
         payment date for Registered Securities of any series, the Exchange Rate
         Agent will deliver to the Company a written notice specifying, in the
         Currency in which Registered Securities of such series are payable, the
         respective aggregate amounts of principal of (and premium, if any) and
         interest, if any, on the Registered Securities to be paid on such
         payment date, specifying the amounts in such Currency so payable in
         respect of the Registered Securities as to which the Holders of
         Registered Securities of such series shall have elected to be paid in
         another Currency as provided in paragraph (b) above. If the


                                       35
<PAGE>

         election referred to in paragraph (b) above has been provided for
         pursuant to Section 301 and if at least one Holder has made such
         election, then, unless otherwise specified pursuant to Section 301, on
         the second Business Day preceding such payment date the Company will
         deliver to the Trustee and the Paying Agent for such series of
         Registered Securities an Exchange Rate Officers' Certificate in respect
         of the Dollar or Foreign Currency payments to be made on such payment
         date. Unless otherwise specified pursuant to Section 301, the Dollar or
         Foreign Currency amount receivable by Holders of Registered Securities
         who have elected payment in a Currency as provided in paragraph (b)
         above shall be determined by the Company on the basis of the applicable
         Market Exchange Rate in effect on the third Business Day (the
         "VALUATION DATE") immediately preceding each payment date, and such
         determination shall be conclusive and binding for all purposes, absent
         manifest error.

(d)      If a Conversion Event occurs with respect to a Foreign Currency in
         which any of the Securities are denominated or payable other than
         pursuant to an election provided for pursuant to paragraph (b) above,
         then with respect to each date for the payment of principal of (and
         premium, if any) and interest, if any, on the applicable Securities
         denominated or payable in such Foreign Currency occurring after the
         last date on which such Foreign Currency was used (the "CONVERSION
         DATE"), the Dollar shall be the Currency of payment for use on each
         such payment date. Unless otherwise specified pursuant to Section 301,
         the Dollar amount to be paid by the Company to the Trustee or the
         Paying Agent, as the case may be and by the Trustee or any Paying Agent
         to the Holders of such Securities with respect to such payment date
         shall be, in the case of a Foreign Currency other than a currency unit,
         the Dollar Equivalent of the Foreign Currency or, in the case of a
         currency unit, the Dollar Equivalent of the Currency Unit, in each case
         as determined by the Exchange Rate Agent in the manner provided in
         paragraph (f) or (g) below.

(e)      Unless otherwise specified pursuant to Section 301, if the Holder of a
         Registered Security denominated in any Currency shall have elected to
         be paid in another Currency as provided in paragraph (b) above, and a
         Conversion Event occurs with respect to such elected Currency, such
         Holder shall receive payment in the Currency in which payment would
         have been made in the absence of such election; and if a Conversion
         Event occurs with respect to the Currency in which payment would have
         been made in the absence of such election, such Holder shall receive
         payment in Dollars as provided in paragraph (d) above.

(f)      The "Dollar Equivalent of the Foreign Currency" shall be determined by
         the Exchange Rate Agent and shall be obtained for each subsequent
         payment date by converting the specified Foreign Currency into Dollars
         at the Market Exchange Rate on the Conversion Date.

(g)      The "Dollar Equivalent of the Currency Unit" shall be determined by the
         Exchange Rate Agent and subject to the provisions of paragraph (h)
         below shall be the sum of each amount obtained by converting the
         Specified Amount of each Component Currency into Dollars at the Market
         Exchange Rate for such Component Currency on the Valuation Date with
         respect to each payment.

(h)      For purposes of this Section 312 the following terms shall have the
         following meanings:

         A "COMPONENT CURRENCY" shall mean any Currency which, on the Conversion
         Date, was a component currency of the relevant currency unit,
         including, but not limited to, the euro.



                                       36
<PAGE>

         A "SPECIFIED AMOUNT" of a Component Currency shall mean the number of
         units of such Component Currency or fractions thereof which were
         represented in the relevant currency unit, including, but not limited
         to, the euro, on the Conversion Date. If after the Conversion Date the
         official unit of any Component Currency is altered by way of
         combination or subdivision, the Specified Amount of such Component
         Currency shall be divided or multiplied in the same proportion. If
         after the Conversion Date two or more Component Currencies are
         consolidated into a single currency, the respective Specified Amounts
         of such Component Currencies shall be replaced by an amount in such
         single Currency equal to the sum of the respective Specified Amounts of
         such consolidated Component Currencies expressed in such single
         Currency, and such amount shall thereafter be a Specified Amount and
         such single Currency shall thereafter be a Component Currency. If after
         the Conversion Date any Component Currency shall be divided into two or
         more Currencies, the Specified Amount of such Component Currency shall
         be replaced by amounts of such two or more Currencies, having an
         aggregate Dollar Equivalent value at the Market Exchange Rate on the
         date of such replacement equal to the Dollar Equivalent value of the
         Specified Amount of such former Component Currency at the Market
         Exchange Rate immediately before such division and such amounts shall
         thereafter be Specified Amounts and such currencies shall thereafter be
         Component Currencies. If, after the Conversion Date of the relevant
         currency unit, including, but not limited to, the euro, a Conversion
         Event (other than any event referred to above in this definition of
         "SPECIFIED AMOUNT") occurs with respect to any Component Currency of
         such currency unit and is continuing on the applicable Valuation Date,
         the Specified Amount of such Component Currency shall, for purposes of
         calculating the Dollar Equivalent of the Currency Unit, be converted
         into Dollars at the Market Exchange Rate in effect on the Conversion
         Date of such Component Currency.

         "ELECTION DATE" shall mean the date for any series of Registered
         Securities as specified pursuant to clause (13) of Section 301 by which
         the written election referred to in paragraph (b) above may be made.

         All decisions and determinations of the Exchange Rate Agent regarding
         the Dollar Equivalent of the Foreign Currency, the Dollar Equivalent of
         the Currency Unit, the Market Exchange Rate and changes in the
         Specified Amounts as specified above 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, the
         Paying Agent and all Holders of such Securities denominated or payable
         in the relevant Currency. The Exchange Rate Agent shall promptly give
         written notice to the Company, the Paying Agent and the Trustee of any
         such decision or determination.

        In the event that the Company determines in good faith that a Conversion
        Event has occurred with respect to a Foreign Currency, the Company will
        immediately give written notice thereof to the Trustee, the Paying Agent
        and to the Exchange Rate Agent (and the Trustee will promptly thereafter
        give notice in the manner provided for in Section 106 to the affected
        Holders) specifying the Conversion Date. In the event the Company so
        determines that a Conversion Event has occurred with respect to the euro
        or any other currency unit in which Securities are denominated or
        payable, the Company will immediately give written notice thereof to the
        Trustee, the Paying Agent and to the Exchange Rate Agent (and the
        Trustee will promptly thereafter give notice in the manner provided for
        in Section 106 to the affected Holders) specifying the Conversion Date
        and the Specified Amount of each Component Currency on the Conversion
        Date. In the event the Company determines in good faith that any
        subsequent change in any Component Currency as set forth in the

                                       37
<PAGE>

         definition of Specified Amount above has occurred, the Company will
         similarly give written notice to the Trustee, the Paying Agent and the
         Exchange Rate Agent.

         The Trustee and the Paying Agent shall be fully justified and protected
         in relying and acting upon information received by it from the Company
         and the Exchange Rate Agent and shall not otherwise have any duty or
         obligation to determine the accuracy or validity of such information
         independent of the Company or the Exchange Rate Agent.


SECTION 313. APPOINTMENT AND RESIGNATION OF SUCCESSOR EXCHANGE RATE AGENT.

(a)      Unless otherwise specified pursuant to Section 301, if and so long as
         the Securities of any series (i) are denominated in a Currency other
         than Dollars or (ii) may be payable in a Currency other than Dollars,
         or so long as it is required under any other provision of this
         Indenture, then the Company will maintain with respect to each such
         series of Securities, or as so required, at least one Exchange Rate
         Agent. The Company will cause the Exchange Rate Agent to make the
         necessary foreign exchange determinations at the time and in the manner
         specified pursuant to Section 301 for the purpose of determining the
         applicable rate of exchange and, if applicable, for the purpose of
         converting the issued Currency into the applicable payment Currency for
         the payment of principal (and premium, if any) and interest, if any,
         pursuant to Section 312.

(b)      No resignation of the Exchange Rate Agent and no appointment of a
         successor Exchange Rate Agent pursuant to this Section shall become
         effective until the acceptance of appointment by the successor Exchange
         Rate Agent as evidenced by a written instrument delivered to the
         Company, the Trustee and the Paying Agent.

(c)      If the Exchange Rate Agent shall resign, be removed or become incapable
         of acting, or if a vacancy shall occur in the office of the Exchange
         Rate Agent for any cause with respect to the Securities of one or more
         series, the Company, by or pursuant to a Board Resolution, shall
         promptly appoint a successor Exchange Rate Agent or Exchange Rate
         Agents with respect to the Securities of that or those series (it being
         understood that any such successor Exchange Rate Agent may be appointed
         with respect to the Securities of one or more or all of such series and
         that, unless otherwise specified pursuant to Section 301, at any time
         there shall only be one Exchange Rate Agent with respect to the
         Securities of any particular series that are originally issued by the
         Company on the same date and that are initially denominated and/or
         payable in the same Currency).


SECTION 314. CUSIP NUMBERS.

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




                                       38
<PAGE>

                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE

SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE.

This Indenture shall upon Company Request cease to be of further effect with
respect to any series of Securities specified in such Company Request (except as
to any surviving rights of registration of transfer or exchange of Securities of
such series expressly provided for herein or pursuant hereto and any right to
receive Additional Amounts as contemplated by Section 1005) and the Trustee,
upon receipt of a Company Order and at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture as
to such series, when

(1)      either

(A)      all Securities of such series theretofore authenticated and delivered
         and all coupons, if any, appertaining thereto (other than (i) coupons
         appertaining to Bearer Securities surrendered for exchange for
         Registered Securities and maturing after such exchange, whose surrender
         is not required or has been waived as provided in Section 305, (ii)
         Securities and coupons of such series which have been destroyed, lost
         or stolen and which have been replaced or paid as provided in Section
         306, (iii) coupons appertaining to Securities called for redemption and
         maturing after the relevant Redemption Date, whose surrender has been
         waived as provided in Section 1106, and (iv) Securities and coupons of
         such series for whose payment money has theretofore been deposited in
         trust with the Trustee or any Paying Agent or segregated and held in
         trust by the Company and thereafter repaid to the Company or discharged
         from such trust, as provided in Section 1003) have been delivered to
         the Trustee for cancellation; or

(B)      all Securities of such series and, in the case of (i) or (ii) below,
         any coupons appertaining thereto not theretofore delivered to the
         Trustee for cancellation

         (1)      have become due and payable, or

         (2)      will become due and payable at their Stated Maturity within
                  one year, or

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

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

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



                                       39
<PAGE>

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

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee and any predecessor Trustee under
Section 606, the obligations of the Company to any Authenticating Agent under
Section 611, the obligations of the Company under Section 305 and, if money
shall have been deposited with the Trustee pursuant to subclause (B) of clause
(1) of this Section, the obligations of the Trustee under Section 402, any
rights to Additional Amounts pursuant to Section 1005 and the last paragraph of
Section 1003 shall survive.


SECTION 402. APPLICATION OF TRUST MONEY.

Subject to the provisions of the last paragraph of Section 1003, all money
deposited with the Trustee pursuant to Section 401 shall be held in trust and
applied by it, in accordance with the provisions of the Securities, the coupons
and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest, if any, for whose payment such money has been deposited with
or received by the Trustee; but such money need not be segregated from other
funds except to the extent required by law.


                                  ARTICLE FIVE
                                    REMEDIES

SECTION 501. EVENTS OF DEFAULT.

"EVENT OF DEFAULT", wherever used herein with respect to Securities of any
particular series, means any one of the following events (whatever the reason
for such Event of Default and whether or not it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

(a)      default in the payment of any interest or any Additional Amounts on any
         Security of that series, or of any related coupon appertaining thereto,
         when such interest, Additional Amount or coupon becomes due and
         payable, and continuance of such default for a period of 30 days; or

(b)      default in the payment of the principal of (or premium, if any, on) any
         Security of that series when it becomes due and payable at its
         Maturity; or

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

(d)      default in the performance, or breach, of any covenant or agreement of
         the Company in this Indenture with respect to any Security of that
         series (other than a covenant or agreement a default in whose
         performance or whose breach is specifically dealt with elsewhere in
         this Section) and continuance of such default or breach for a period 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 at least 25% in principal amount of the Outstanding
         Securities of that series, a written notice specifying such default or
         breach and requiring it to be remedied and stating that such notice is
         a "Notice of Default" hereunder; or



                                       40
<PAGE>

(e)

         (1)      any Debt in excess of $? (or the equivalent thereof in any
                  other currency) of the Company becomes prematurely repayable
                  as a result of a default in respect of the terms thereof; or

         (2)      the Company fails to fulfill any payment obligation in excess
                  of $? (or the equivalent thereof in any other currency) under
                  any Debt, or under any guarantee or suretyship given for any
                  such Debt in excess of $? (or the equivalent thereof in any
                  other currency) to any Person, within 30 days from its due
                  date, unless the Company shall contest in good faith that such
                  payment obligation exists or is due or that such guarantee or
                  suretyship has been validly invoked; or

         (3)      if security granted in respect of any Debt in excess of $? (or
                  the equivalent thereof in any other currency) or any guarantee
                  or suretyship therefor is enforced on behalf of or by the
                  creditor(s) entitled thereto unless the Company shall contest
                  in good faith that such enforcement right exists or has been
                  validly invoked; or

(f)      the Company pursuant to or within the meaning of any Bankruptcy Law:

         (1)      commences a voluntary case,

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

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

         (4)      offers or makes a general assignment for the benefit of its
                  creditors; or

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

         (1)      is for relief against the Company in an involuntary case,

         (2)      appoints a Custodian of the Company for all or substantially
                  all of its properties, or

         (3)      orders the liquidation of the Company,

         and, such order or decree or other measures remain unstayed and in
         effect for 90 days; or

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

The term "BANKRUPTCY LAW" means title 11, U.S. Code, any similar Federal, State
or applicable foreign law for the relief of debtors. The term "CUSTODIAN" means
any receiver, trustee, assignee, liquidator or other similar official under any
Bankruptcy Law.


SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

If an Event of Default described in Section 501 with respect to Securities of
any series at the time Outstanding occurs and is continuing, then in every such
case the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series may declare the principal (or, if the
Securities of that series are Original Issue Discount Securities or Indexed
Securities, such portion of the principal as may be specified in the terms of
that series) of all of the Securities of that series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal (or specified portion
thereof) shall become immediately due and payable.

At any time after such a declaration of acceleration with respect to Securities
of any series has been made and before a judgment or decree for payment of the
money due has been obtained by the Trustee as hereinafter provided in this
Article, the Holders of a majority in principal amount of


                                       41
<PAGE>

the Outstanding Securities of that 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 sufficient to
         pay in the Currency in which the Securities of such series are payable
         (except as otherwise specified pursuant to Section 301 for the
         Securities of such series and except, if applicable, as provided in
         Sections 312(b), 312(d) and 312(e)):

         (A)      all overdue interest and Additional Amounts, if any, on all
                  Outstanding Securities of that series (or of all series, as
                  the case may be) and any related coupons,

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

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

(2)      all Events of Default with respect to Securities of that series, other
         than the non-payment of the principal of (or premium, if any) or
         interest on Securities of that series which have become due solely by
         such declaration of acceleration, have been cured or waived as provided
         in Section 513.

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


SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

The Company covenants that if

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

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

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

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



                                       42
<PAGE>

If an Event of Default with respect to Securities of any series occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce its
rights and the rights of the Holders of Securities of such series and related
coupons 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 504. TRUSTEE MAY FILE PROOFS OF CLAIM.

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

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

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder of Securities of such series and coupons to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee and any predecessor Trustee, their agents and counsel, and any other
amounts due to the Trustee or any predecessor Trustee under Section 606.

Nothing herein contained shall be deemed to authorize the Trustee to authorize
or consent to or accept or adopt on behalf of any Holder of a Security or coupon
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or coupons or the rights of any Holder thereof, or to authorize the
Trustee to vote in respect of the claim of any Holder of a security or coupon in
any such proceeding; provided, however that the Trustee may, on behalf of the
holders of Securities and coupons, vote for the election of a trustee in
bankruptcy or similar official and be a member of a creditors' or other similar
committee.


SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

All rights of action and claims under this Indenture or the Securities or
coupons may be prosecuted and enforced by the Trustee without the possession of
any of the Securities or coupons 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 rateable benefit of the Holders of the Securities and coupons in respect
of which such judgment has been recovered.




                                       43
<PAGE>

SECTION 506. APPLICATION OF MONEY COLLECTED.

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

First: To the payment of all amounts due to the Trustee and any predecessor
Trustee under Section 606;

Second: To the payment of the amounts then due and unpaid for principal of (and
premium, if any) and interest, if any, on the Securities and coupons in respect
of which or for the benefit of which such money has been collected, rateably,
without preference or priority of any kind, according to the aggregate amounts
due and payable on such Securities and coupons for principal (and premium, if
any) and interest, if any, respectively; and

Third: To the payment of the remainder, if any, to the Company or any other
Persons entitled thereto.


SECTION 507. LIMITATION ON SUITS.

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

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

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

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

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

(5)      no direction inconsistent with such written request has been given to
         the Trustee during such 60-day period by the Holders of a majority in
         principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of 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 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 rateable benefit of all such
Holders.


SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND
INTEREST.

Notwithstanding any other provision in this Indenture, the Holder of any
Security or coupon shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and (subject to
Section 307) interest, if any, on such Security or payment of such coupon, as
the case may be, on the respective due dates expressed in such Security or
coupon


                                       44
<PAGE>

(or, in the case of redemption, on the Redemption Date) and to institute suit
for the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.


SECTION 509. RESTORATION OF RIGHTS AND REMEDIES.

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


SECTION 510. RIGHTS AND REMEDIES CUMULATIVE.

Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities or coupons in the last paragraph
of Section 306, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders of Securities or coupons 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 511. DELAY OR OMISSION NOT WAIVER.

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


SECTION 512. CONTROL BY HOLDERS.

With respect to the Securities of any series, the Holders of not less than a
majority in principal amount of the Outstanding Securities of such series shall
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee with respect to the Securities of such series, provided
that:

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

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

(3)      the Trustee need not follow any such direction if doing so would in its
         reasonable discretion either involve it in personal liability or be
         unduly prejudicial to the Holders of Securities of such series not
         consenting.


SECTION 513. WAIVER OF PAST DEFAULTS.

The Holders of not less than a majority in principal amount of the Outstanding
Securities of any series may on behalf of the Holders of all the Securities of
such series and any related coupons waive any past default hereunder with
respect to such series and its consequences, except a default

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



                                       45
<PAGE>

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

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


SECTION 514. WAIVER OF STAY OR EXTENSION LAWS.

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


                                   ARTICLE SIX
                                   THE TRUSTEE

SECTION 601. NOTICE OF DEFAULTS.

Within 90 days after the occurrence of any Default hereunder with respect to the
Securities of any series, the Trustee shall transmit in the manner and to the
extent provided in TIA Section 313(c), notice of such Default hereunder known to
the Trustee, unless such Default shall have been cured or waived; provided,
however, that, except in the case of a Default in the payment of the principal
of (or premium, if any) or interest, if any, on any Security of such series or,
in the payment of any sinking or purchase fund instalment with respect to
Securities of such series, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee or a
trust committee of directors and/or Responsible Officers of the Trustee in good
faith determine that the withholding of such notice is in the interest of the
Holders of Securities and coupons of such series; and provided further that in
the case of any Default of the character specified in Section 501(4) with
respect to Securities and coupons of such series, no such notice to Holders
shall be given until at least 60 days after the occurrence thereof.


SECTION 602. CERTAIN RIGHTS OF TRUSTEE.

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

(1)      before the Trustee acts or refrains from acting, it may require an
         Officers' Certificate or an Opinion of Counsel. The Trustee shall not
         be liable for any action it takes or omits to take in good faith in
         reliance on the Officers' Certificate or an Opinion of Counsel. The
         Trustee may also consult with counsel on any matter relating to the
         Indenture or the Securities and the Trustee shall not be liable for any
         action it takes or omits to take in good faith in reliance on the
         advice of counsel;

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



                                       46
<PAGE>

(3)      any request or direction of the Company mentioned herein shall be
         sufficiently evidenced by a Company Request or Company Order (other
         than delivery of any Security, together with any coupons appertaining
         thereto, to the Trustee for authentication and delivery pursuant to
         Section 303 which shall be sufficiently evidenced as provided therein)
         and any resolution of the Board of Directors may be sufficiently
         evidenced by a Board Resolution;

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

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

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

(7)      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, coupon or other paper or document, but
         the Trustee, in its discretion, may make such further inquiry or
         investigation into such facts or matters as it may see fit, and, if the
         Trustee shall determine to make such further inquiry or investigation,
         it shall be entitled to examine the books, records and premises of the
         Company, personally or by agent or attorney, provided that the Trustee
         shall not be entitled to such information which the Company is
         prevented from disclosing as a matter of law or contract;

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

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

(10)     the Trustee shall not be deemed to have notice of any Default or Event
         of Default unless a Responsible Officer of the Trustee has actual
         knowledge thereof or unless written notice of any event which is in
         fact such a default is received by the Trustee at the Corporate Trust
         Office of the Trustee, and such notice references the Securities and
         this Indenture;

(11)     the rights, privileges, protections, immunities and benefits given to
         the Trustee, including, without limitation, its right to be
         indemnified, are extended to, and shall be enforceable by, the Trustee
         in each of its capacities hereunder, and each Agent, custodian and
         other Person employed to act hereunder; and

(12)     the Trustee may request that the Company deliver an Officers'
         Certificate setting forth the names of individuals and/or titles of
         directors or officers authorized at such time to take


                                       47
<PAGE>

         specified actions pursuant to this Indenture, which Officers'
         Certificate may be signed by any person authorized to sign an Officers'
         Certificate, including any person specified as so authorized in any
         such certificate previously delivered and not superseded.

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.


SECTION 603. TRUSTEE NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

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


SECTION 604. MAY HOLD SECURITIES.

The Trustee, any Authenticating Agent, any Paying Agent, any 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 Securities and coupons and, subject
to TIA Sections 310(b) and 311, may otherwise deal with the Company with the
same rights it would have if it were not Trustee, Authenticating Agent, Paying
Agent, Security Registrar or such other agent.


SECTION 605. MONEY HELD IN TRUST.

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


SECTION 606. COMPENSATION AND REIMBURSEMENT.

The Company agrees:

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

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

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



                                       48
<PAGE>

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


SECTION 607. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

There shall be at all times a Trustee hereunder which shall be eligible to act
as Trustee under TIA Section 313(a)(1) and shall have 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 U.S.
Federal, State, territorial or District of Columbia supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.


SECTION 608. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

(a)      No resignation or removal of the Trustee and no appointment of a
         successor Trustee pursuant to this Article shall become effective until
         the acceptance of appointment by the successor Trustee in accordance
         with the applicable requirements of Section 609.

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

(c)      The Trustee may be removed at any time with respect to the Securities
         of any series by Act of the Holders of a majority in principal amount
         of the Outstanding Securities of such series, delivered to the Trustee
         and to the Company.

(d)      If at any time:

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

(2)      the Trustee shall cease to be eligible under Section 607(a) and shall
         fail to resign after written request therefor by the Company or by any
         Holder who has been a bona fide Holder of a Security for at least six
         months, or

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

         then, in any such case, (i) the Company, by or pursuant to a Board
         Resolution, may remove the Trustee and appoint a successor Trustee with
         respect to all Securities, or (ii) subject to TIA Section 315(e), any
         Holder who has been a bona fide Holder of a Security for at least six
         months may, on behalf of himself and all others similarly situated,
         petition


                                       49
<PAGE>

         any court of competent jurisdiction for the removal of the Trustee with
         respect to all Securities and the appointment of a successor Trustee or
         Trustees.

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

(f)      The Company shall give notice of each resignation and each removal of
         the Trustee with respect to the Securities of any series and each
         appointment of a successor Trustee with respect to the Securities of
         any series in the manner provided for notices to the Holders of
         Securities of such series in Section 106. Each notice shall include the
         name of the successor Trustee with respect to the Securities of such
         series and the address of its Corporate Trust Office.


SECTION 609. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

(a)      In case of the appointment hereunder of a successor Trustee with
         respect to all Securities, every such successor Trustee so appointed
         shall execute, acknowledge and deliver to the Company and to the
         retiring Trustee an instrument accepting such appointment, and
         thereupon the resignation or removal of the retiring Trustee shall
         become effective and such successor Trustee, without any further act,
         deed or conveyance, shall become vested with all the rights, powers,
         trusts and duties of the retiring Trustee; but, on request of the
         Company or the successor Trustee, such retiring Trustee shall, upon
         payment of its charges, execute and deliver an instrument transferring
         to such successor Trustee all the rights, powers and trusts of the
         retiring Trustee and shall duly assign, transfer and deliver to such
         successor Trustee all property and money held by such retiring Trustee
         hereunder, subject nevertheless to its security, if any, provided for
         in Section 606.

(b)      In case of the appointment hereunder of a successor Trustee with
         respect to the Securities of one or more (but not all) series, the
         Company, the retiring Trustee and each successor Trustee with respect
         to the Securities of one or more series shall execute and deliver an
         indenture supplemental hereto wherein each successor Trustee shall
         accept such appointment and which (1) shall contain such provisions as
         shall be necessary or desirable to transfer and confirm to, and to vest
         in, each successor Trustee all the rights, powers, trusts and duties of
         the retiring Trustee with respect to the Securities of that or those
         series to which the appointment of such successor Trustee relates, (2)
         if the retiring Trustee is not


                                       50
<PAGE>

         retiring with respect to all Securities, shall contain such provisions
         as shall be deemed necessary or desirable to confirm that all the
         rights, powers, trusts and duties of the retiring Trustee with respect
         to the Securities of that or those series as to which the retiring
         Trustee is not retiring shall continue to be vested in the retiring
         Trustee, and (3) shall add to or change any of the provisions of this
         Indenture as shall be necessary to provide for or facilitate the
         administration of the trusts hereunder by more than one Trustee, it
         being understood that nothing herein or in such supplemental indenture
         shall constitute such Trustees co-trustees of the same trust and that
         each such Trustee shall be trustee of a trust or trusts hereunder
         separate and apart from any trust or trusts hereunder administered by
         any other such Trustee; and upon the execution and delivery of such
         supplemental indenture the resignation or removal of the retiring
         Trustee shall become effective to the extent provided therein and each
         such successor Trustee, without any further act, deed or conveyance,
         shall become vested with all the rights, powers, trusts and duties of
         the retiring Trustee with respect to the Securities of that or those
         series to which the appointment of such successor Trustee relates,
         subject nevertheless to its security, if any, provided for in Section
         606; but, on request of the Company or any successor Trustee, such
         retiring Trustee shall duly assign, transfer and deliver to such
         successor Trustee all property and money held by such retiring Trustee
         hereunder with respect to the Securities of that or those series to
         which the appointment of such successor Trustee relates. Whenever there
         is a successor Trustee with respect to one or more (but less than all)
         series of securities issued pursuant to this Indenture, the terms
         "Indenture" and "Securities" shall have the meanings specified in the
         provisos to the respective definitions of those terms in Section 101
         which contemplate such situation.

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

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


SECTION 610. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

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




                                       51
<PAGE>

SECTION 611. APPOINTMENT OF AUTHENTICATING AGENT.

At any time when any of the Securities remain Outstanding, the Trustee may
appoint an Authenticating Agent or Agents with respect to one or more series of
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon exchange, registration of
transfer or partial redemption thereof, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder. Any such appointment
shall be evidenced by an instrument in writing signed by a Responsible Officer
of the Trustee, and a copy of such instrument shall be promptly furnished to the
Company. Wherever reference is made in this Indenture to the authentication and
delivery of Securities by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Company and, except as may
otherwise be provided pursuant to Section 301, shall at all times be a bank or
trust company or corporation organized and doing business and in good standing
under the laws of the United States of America, any state thereof or the
District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus of not less than $50,000,000 and subject
to supervision or examination by federal or state authority. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such Authenticating Agent
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect specified in this
Section.

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

An Authenticating Agent may resign at any time by giving written notice thereof
to the Trustee and to the Company. The Trustee may at any time terminate the
agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give written notice of
such appointment to all Holders of Securities of the series with respect to
which such Authenticating Agent will serve, in the manner provided for in
Section 106. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.

The Trustee agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section, and the Trustee
shall be entitled to be reimbursed for such payments, subject to the provisions
of Section 606.



                                       52
<PAGE>

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

Dated:_________________________________

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

[NAME OF TRUSTEE],
as Trustee

By _________________________________
      as Authenticating Agent



By _________________________________
        Authorized Officer


                                  ARTICLE SEVEN
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS.

The Company will furnish or cause to be furnished to the Trustee:

(a)      semi-annually, not more than 15 days after each Regular Record Date,
         for any series of Securities Outstanding at the time (or after each of
         the dates otherwise specified as contemplated by Section 301), a list,
         in such form as the Trustee may reasonably require, of the names and
         addresses of the Holders of Securities of such series as of such
         Regular Record Date or other date; and

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

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

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


SECTION 702. REPORTS BY TRUSTEE.

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



                                       53
<PAGE>

A copy of each such report shall, at the time of such transmission to Holders,
be filed by the Trustee with each stock exchange, if any, upon which the
Securities are listed, with the Commission and with the Company. The Company
will promptly notify the Trustee of the listing of the Securities on any stock
exchange.


SECTION 703. REPORTS BY THE COMPANY.

The Company shall:

(1)      file with the Trustee, within 15 days after the Company is required to
         file the same with the Commission, copies of the annual reports and of
         the information, documents, and other reports (or copies of such
         portions of any of the foregoing as the Commission may from time to
         time by rules and regulations prescribe) which the Company may be
         required to file with the Commission pursuant to Section 13 or Section
         15(d) of the Securities Exchange Act of 1934; or, if the Company is not
         required to file information, documents or reports pursuant to either
         of such Sections, then it shall file with the Trustee and the
         Commission, in accordance with rules and regulations prescribed from
         time to time by the Commission, such of the supplementary and periodic
         information, documents and reports which may be required pursuant to
         Section 13 of the Securities Exchange Act of 1934 in respect of a
         security listed and registered on a national securities exchange as may
         be prescribed from time to time in such rules and regulations;

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

(3)      transmit to all Holders, in the manner and to the extent provided in
         TIA Section 313(c), within 30 days after the filing thereof with the
         Trustee, such summaries of any information, documents and reports
         required to be filed by the Company pursuant to paragraphs (1) and (2)
         of this Section as may be required by rules and regulations prescribed
         from time to time by the Commission.

Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder.


                                  ARTICLE EIGHT
                  CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

SECTION 801. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

The Company shall not consolidate with or merge (which term shall include, for
the avoidance of doubt, a scheme of arrangement) into any other Person or
convey, transfer or lease its properties and assets substantially as an entirety
to any Person, and the Company shall not permit any Person to consolidate with
or merge into the Company or convey, transfer or lease its properties and assets
substantially as an entirety to the Company, unless:

(1)      in case the Company shall consolidate with or merge into another Person
         or convey, transfer or lease its properties and assets substantially as
         an entirety to any Person, the Person formed by such consolidation or
         into which the Company is merged or the Person


                                       54
<PAGE>

         which acquires by conveyance or transfer, or which leases, the
         properties and assets of the Company substantially as an entirety shall
         be a corporation, partnership or trust, shall be organized and validly
         existing under the laws of the jurisdiction of its organization, and
         shall expressly assume, by an indenture supplemental hereto executed
         and delivered to the Trustee in form reasonably satisfactory to the
         Trustee, the due and punctual payment of the principal of and any
         premium and interest (including all Additional Amounts and any
         additional amounts payable pursuant to subsection (3) below) on all the
         Securities and the performance or observance of every covenant of this
         Indenture on the part of the Company to be performed or observed;

(2)      immediately after giving effect to such transaction and treating any
         indebtedness which becomes an obligation of the Company as a result of
         such transaction as having been incurred by the Company at the time of
         such transaction, no Default or Event of Default shall have happened
         and be continuing;

(3)      the Person formed by such consolidation or into which the Company is
         merged or to whom the Company has conveyed, transferred or leased its
         properties or assets (if such Person is organized and validly existing
         under the laws of a jurisdiction other than the United States, any
         State thereof, or the District of Columbia) agrees to indemnify the
         Holder of each Security against any tax, assessment or governmental
         charge imposed on any such Holder or required to be withheld or
         deducted from any payment to such Holder as a consequence of such
         consolidation, merger, conveyance, transfer or lease, and

(4)      the Company has delivered to the Trustee an Officers' Certificate and
         an Opinion of Counsel, reasonably satisfactory to the Trustee, each
         stating that such consolidation, merger, conveyance, transfer or lease
         and, if a supplemental indenture is required in connection with such
         transaction, such supplemental indenture comply with this Article and
         that all conditions precedent herein provided for relating to such
         transaction have been complied with.

SECTION 802. SUCCESSOR PERSON SUBSTITUTED.

Upon any consolidation by the Company with or merger by the Company into, any
other Person, or any conveyance, transfer or lease of the properties and assets
of the Company substantially as an entirety to any Person in accordance with
Section 801, the successor Person formed by such consolidation or into which the
Company is merged or to which such conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor
Person had been named as the Company herein; and thereafter, except in the case
of a lease, the Company shall be discharged from all obligations and covenants
under this Indenture and the Securities and the coupons and may be dissolved and
liquidated.


                                  ARTICLE NINE
                             SUPPLEMENTAL INDENTURES


SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

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



                                       55
<PAGE>

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

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

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

(4)      to add to or change any of the provisions of this Indenture to provide
         that Bearer Securities may be registrable as to principal, to change or
         eliminate any restrictions on the payment of principal of or any
         premium or interest on Bearer Securities, to permit Bearer Securities
         to be issued in exchange for Registered Securities, to permit Bearer
         Securities to be issued in exchange for Bearer Securities of other
         authorized denominations or to permit or facilitate the issuance of
         Securities in uncertificated form; provided that any such action shall
         not adversely affect the interests of the Holders of Securities of any
         series or any related coupons in any material respect; or

(5)      to add to, change or eliminate any of the provisions of this Indenture;
         provided that any such addition, change or elimination (i) shall
         neither (A) apply to any Security of any series created prior to the
         execution of such supplemental indenture and entitled to the benefit of
         such provision nor (B) modify the right of the Holders of any such
         Security with respect to such provisions or (ii) shall become effective
         only when there is no Security Outstanding of any series created prior
         to the execution of such supplemental indenture which is entitled to
         the benefit of such provision; or

(6)      to secure the Securities pursuant to the requirements of Section 1006.
         or otherwise; or

(7)      to establish the form or terms of Securities of any series as permitted
         by Sections 201 and 301; or

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

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



                                       56
<PAGE>

(10)     to supplement any of the provisions of this Indenture to such extent as
         shall be necessary to permit or facilitate the defeasance and discharge
         of any series of Securities pursuant to Sections 401, 1402 and 1403;
         provided that any such action shall not adversely affect the interests
         of the Holders of Securities of such series and any related coupons or
         any other series of Securities in any material respect.


SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

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

(1)      change the Stated Maturity of the principal of (or premium, if any) or
         any instalment of interest on any Security of such series, or reduce
         the principal amount thereof (or premium, if any) or the rate of
         interest, if any, thereon, or change any obligation of the Company to
         pay Additional Amounts contemplated by Section 1005 (except as
         contemplated by Section 801(1) and permitted by Section 901(1)), or
         reduce the amount of the principal of an Original Issue Discount
         Security of such series that would be due and payable upon a
         declaration of acceleration of the Maturity thereof pursuant to Section
         502 or the amount thereof provable in bankruptcy pursuant to Section
         504, or adversely affect any right of repayment at the option of any
         Holder of any Security of such series, or change any Place of Payment
         where, or the Currency in which, any Security of such series or any
         premium or interest thereon is payable, or impair the right to
         institute suit for the enforcement of any such payment on or after the
         Stated Maturity thereof (or, in the case of redemption or repayment at
         the option of the Holder, on or after the Redemption Date or Repayment
         Date, as the case may be), or adversely affect any right to convert or
         exchange any Security as may be provided pursuant to Section 301
         herein, or

(2)      reduce the percentage in principal amount of the Outstanding Securities
         of such series required for any such supplemental indenture, or the
         consent of whose Holders is required for any waiver of compliance with
         certain provisions of this Indenture which affect such series or
         certain defaults applicable to such series hereunder and their
         consequences provided for in this Indenture, or reduce the requirements
         of Section 1504 for quorum or voting with respect to Securities of such
         series, or

(3)      change any obligation of the Company to maintain an office or agency in
         the places and for the purposes specified in Section 1002, or

(4)      modify any of the provisions of this Section, Section 513 or Section
         1007 except to increase any such percentage or to provide that certain
         other provisions of this Indenture which affect such series cannot be
         modified or waived without the consent of the Holder of each
         Outstanding Security of such series.

A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to


                                       57
<PAGE>

such covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Securities of any other series.

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


SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES.

In executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and shall
(subject to TIA Section 315) be fully protected in relying upon, an Opinion of
Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture. The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture which affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise.


SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURES.

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


SECTION 905. CONFORMITY WITH TRUST INDENTURE ACT.

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


SECTION 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

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


                                   ARTICLE TEN
                                    COVENANTS

SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST.

The Company covenants and agrees for the benefit of the Holders of each series
of Securities and any related coupons that it will duly and punctually pay the
principal of (and premium, if any) and interest, if any, on the Securities of
that series in accordance with the terms of such series of Securities, any
coupons appertaining thereto and this Indenture. Unless otherwise specified with
respect to Securities of any series pursuant to Section 301, at the option of
the Company, all payments of principal may be paid by check to the registered
Holder of the Registered Security or other person entitled thereto against
surrender of such Security. Unless otherwise specified as contemplated by
Section 301 with respect to any series of Securities, any interest instalments
due on Bearer Securities on or before Maturity shall be payable only upon
presentation and surrender of the several coupons for such interest instalments
as are evidenced thereby as they severally mature.




                                       58
<PAGE>

SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY.

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

If Securities of a series are issuable as Bearer Securities, the Company will
maintain (A) in [x], an office or agency where any Registered Securities of that
series may be presented or surrendered for payment, where any Registered
Securities of that series may be surrendered for registration of transfer, where
Securities of that series may be surrendered for exchange, where Securities of
that series that are exchangeable may be surrendered for exchange, as
applicable, where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served and where Bearer
Securities of that series and related coupons may be presented or surrendered
for payment in the circumstances described in the following paragraph (and not
otherwise), (B) subject to any laws or regulations applicable thereto, in a
Place of Payment for that series which is located outside the United States, an
office or agency where Securities of that series and related coupons may be
presented and surrendered for payment; provided, however, that, if the
Securities of that series are listed on any stock exchange located outside the
United States and such stock exchange shall so require, the Company will
maintain a Paying Agent for the Securities of that series in any required city
located outside the United States so long as the Securities of that series are
listed on such exchange, and (C) subject to any laws or regulations applicable
thereto, in a Place of Payment for that series located outside the United
States, an office or agency where any Registered Securities of that series may
be surrendered for registration of transfer, where Securities of that series may
be surrendered for exchange, where Securities of that series that are
exchangeable may be surrendered for exchange, as applicable, and where notices
and demands to or upon the Company in respect of the Securities of that series
and this Indenture may be served.

The Company will give prompt written notice to the Trustee of the location, and
any change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, except that Bearer Securities of any series and the related coupons may
be presented and surrendered for payment or conversion at any Paying Agent for
such series located outside the United States, and the Company hereby appoints
the same as its agents to receive such respective presentations, surrenders,
notices and demands.

Unless otherwise specified with respect to any Securities pursuant to Section
301, no payment of principal, premium or interest on Bearer Securities shall be
made at any office or agency of the Company in the United States or by check
mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States; provided, however, that, if
the Securities of a series are payable in Dollars, payment of principal of (and
premium, if any) and interest, if any, on any Bearer Security shall be made at
the office of the Company's Paying Agent in [x], if (but only if) payment in
Dollars of the full amount of such principal, premium or interest, as the case
may be, at all offices or agencies outside the United States maintained for such
purpose by the Company in accordance with this Indenture, is illegal or
effectively precluded by exchange controls or other similar restrictions.



                                       59
<PAGE>

The Company may also from time to time designate one or more other offices or
agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes, and may from time to time rescind any
such designation; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in accordance with the requirements set forth above for Securities of
any series for such purposes. The Company will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the location
of any such other office or agency. Unless otherwise specified with respect to
any Securities as contemplated by Section 301 with respect to a series of
Securities, the Company hereby designates as a Place of Payment for each series
of Securities the agency of the Company in Charlotte, NC and initially appoints
the Trustee at its Corporate Trust Office as Paying Agent in such city for
Dollar denominated fixed-rate Registered Securities and coupons and as its agent
to receive all such presentations, surrenders, notices and demands. Unless
otherwise agreed to by the Trustee, the Company shall appoint a Paying Agent,
who shall not be the Trustee, for all other Securities and coupons.

Unless otherwise specified with respect to any Securities pursuant to Section
313, if and so long as the Securities of any series (i) are denominated in a
Currency other than Dollars or (ii) may be payable in a Currency other than
Dollars, or so long as it is required under any other provision of the
Indenture, then the Company will maintain with respect to each such series of
Securities, or as so required, at least one Exchange Rate Agent.


SECTION 1003. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

If the Company shall at any time act as its own Paying Agent with respect to any
series of Securities and any related coupons, it will, on or before each due
date of the principal of (or premium, if any) or interest, if any, on any of the
Securities of that series, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum in the Currency in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 301 for
the Securities of such series and except, if applicable, as provided in Sections
312(b), 312(d) and 312(e)) sufficient to pay the principal of (or premium, if
any) or interest, if any, on Securities of such series so becoming due until
such sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of its action or failure so to
act.

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

The Company will cause each Paying Agent for any series of Securities other than
the Trustee to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee, subject to the provisions of this
Section 1003, that such Paying Agent will (i) comply with the provisions of the
Trust Indenture Act applicable to it as a Paying Agent and (ii) during the
continuance of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment in respect of the
Securities of that series, and upon the written request of the Trustee,
forthwith pay to the Trustee all sums held in trust by such Paying Agent for
payment in respect of the Securities of that series.

The Company may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or by Company Order
direct any Paying Agent to pay, to the Trustee all sums held in trust by the
Company or such Paying Agent with respect to Dollar


                                       60
<PAGE>

denominated fixed-rate Registered Securities, such sums to be held by the
Trustee upon the same trusts as those upon which sums were held by the Company
or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such sums.

Except as provided in the Securities of any series, and subject to any
applicable abandoned property law, any money deposited with the Trustee or any
Paying Agent, or then held by the Company, in trust for the payment of the
principal of (or premium, if any) or interest, if any, on any Security of any
series, or any coupon appertaining thereto, and remaining unclaimed for two
years after such principal, premium or interest has become due and payable shall
be paid to the Company on Company Request or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security or coupon shall
thereafter, as an unsecured general creditor, look only to the Company for
payment thereof (without interest thereon), and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in an Authorized
Newspaper, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid
to the Company.


SECTION 1004. STATEMENT AS TO COMPLIANCE.

The Company will deliver to the Trustee, within 120 days after the end of each
fiscal year, a brief certificate from the principal executive officer, principal
financial officer or principal accounting officer as to his or her knowledge of
the Company's compliance with all terms, conditions and covenants under this
Indenture. For purposes of this Section 1004, such compliance shall be
determined (without regard to any period of grace or requirement of notice under
this Indenture) and, if the Company shall be in default, specifying all such
defaults and the nature and status thereof of which they may have knowledge.

The Company shall deliver to the Trustee, as soon as possible after the Company
becomes aware of the occurrence of any Default or Event of Default, an Officers'
Certificate setting forth the details of such Default or Event of Default and
the action which the Company proposes to take with respect thereto.


SECTION 1005. ADDITIONAL AMOUNTS.

All payments of, or in respect of, principal of and any premium and interest on
the Securities shall be made without withholding or deduction for, or on account
of, any present or future taxes, duties, assessments or governmental charges of
whatever nature imposed or levied by or on behalf of South Africa or any
political subdivision or taxing authority thereof or therein, unless such taxes,
duties, assessments or governmental charges are required by South Africa or any
such subdivision or authority to be withheld or deducted. In that event, the
Company will pay such additional amounts of, or in respect of, principal and any
premium and interest ("ADDITIONAL AMOUNTS") as will result (after deduction of
such taxes, duties, assessments or governmental charges and any additional
taxes, duties, assessments or governmental charges payable in respect of such)
in the payment to each Holder of a Security of the amounts which would have been
payable in respect of such Security had no such withholding or deduction been
required, except that no Additional Amounts shall be so payable for or on
account of:

(1)      any tax, duty, assessment or other governmental charge imposed by any
         jurisdiction other than South Africa (including the United States or
         any political subdivision or taxing authority thereof or therein);



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<PAGE>

(2)      any tax, duty, assessment or other governmental charge which would not
         have been imposed but for the existence of any present or former
         connection between such Holder or a third party on behalf of such
         Holder by reason of its (or between a fiduciary, settlor, beneficiary
         member, shareholder or possessor of a power over such Holder, if such
         Holder is an estate, trust, partnership or corporation) having some
         present or former connection with South Africa (including being or
         having been a citizen or resident of South Africa or being or having
         been engaged in a trade or business or present therein or having or
         having had a permanent establishment therein, but not including the
         mere holding or ownership of a debt security), ;

(3)      any estate, inheritance, gift, sale, transfer, personal property or
         similar tax, duty, assessment or other governmental charge;

(4)      any tax, duty, assessment or other governmental charge which is payable
         otherwise than by withholding or deduction from payments of (or in
         respect of) principal of or any premium or interest on the Securities;

(5)      any tax, duty, assessment or other governmental charge that is imposed
         or withheld by reason of the failure to comply by the Holder or the
         beneficial owner of a Security with a request of the Company addressed
         to the Holder (A) to provide information concerning the nationality,
         residence or identity of the Holder or such beneficial owner or (B) to
         make any declaration or other similar claim or satisfy any information
         or reporting requirement, which, in the case of (A) or (B), is required
         or imposed by statute, treaty, regulation or administrative practice of
         South Africa as a precondition to exemption from all or part of such
         tax, assessment or other governmental charge;

(6)      any withholding or deduction that is imposed on a payment to an
         individual and required to be made pursuant to European Council
         Directive 2003/48/EC or any other European Union Directive implementing
         the conclusions of the ECOFIN (European Union Economic and Finance
         Ministers) Counsel Meeting of 26-27 November 2000 on the taxation of
         savings income or any law implementing or complying with or introduced
         in order to conform to, such Directive; or

(7)      any combination of items (1), (2), (3), (4), (5) and (6).

Additionally, Additional Amounts shall not be paid with respect to any payment
in respect of any Security to any Holder who is a fiduciary or partnership or
other than the sole beneficial owner of such payment to the extent such payment
would be required by the laws of South Africa (or any political subdivision or
taxing authority thereof or therein) to be included in the income for tax
purposes of a beneficiary or settlor with respect to such fiduciary or a member
of such partnership or a beneficial owner who would not have been entitled to
such Additional Amounts had it been the Holder of such Security.

Whenever in this Indenture there is mentioned, in any context, the payment of
the principal of or any premium or interest on, or in respect of, any Security
of any series, such mention shall be deemed to include mention of the payment of
Additional Amounts provided for in this Section to the extent that, in such
context, Additional Amounts are, were or would be payable in respect thereof
pursuant to the provisions of this Section and express mention of the payment of
Additional Amounts in any provisions hereof shall not be construed as excluding
Additional Amounts in those provisions hereof where such express mention is not
made.

The provisions of this Section 1005 shall apply mutatis mutandis to any
withholding or deduction for or on account of any present or future taxes,
assessments or governmental charges of


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<PAGE>

whatever nature of any jurisdiction in which any successor Person to the Company
is organized, or any political subdivision or taxing authority thereof or
therein.


SECTION 1006. LIMITATION ON LIENS.

The Company will not itself, and will not permit any Restricted Subsidiary to,
create or permit to subsist any Lien over all or any of its (or the Restricted
Subsidiary's) present or future revenues or assets (other than Permitted Liens)
to secure any present or future Capital Market Indebtedness issued or guaranteed
by the Issuer or any Restricted Subsidiary without making effective provision
whereby the Securities shall be secured equally and ratably with such Capital
Market Indebtedness so long as such Capital Market Indebtedness shall so be
secured.


SECTION 1007. WAIVER OF CERTAIN COVENANTS.

The Company may, with respect to any series of Securities, omit in any
particular instance to comply with any term, provision or condition which
affects such series set forth in Sections 1006. and or, as specified pursuant to
Section 301(15) for Securities of such series, in any covenants of the Company
added to Article Ten pursuant to Section 301(14) or Section 301(15) in
connection with Securities of such series, if before the time for such
compliance the Holders of at least a majority in principal amount of all
Outstanding Securities of such series, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee to Holders of Securities of such series in respect of any such term,
provision or condition shall remain in full force and effect.


SECTION 1008. CALCULATION OF ORIGINAL ISSUE DISCOUNT.

The Company shall provide to the Trustee on a timely basis such information in
the Company's possession as the Trustee reasonably requires to enable the
Trustee to prepare and file any form required to be submitted by the Company to
the Internal Revenue Service and to the Holders of any series of Securities
relating to original issue discount, including, without limitation, Form
1099-OID or any successor form.


                                 ARTICLE ELEVEN
                            REDEMPTION OF SECURITIES

SECTION 1101. APPLICABILITY OF ARTICLE.

Securities of any series which are redeemable before their Stated Maturity shall
be redeemable in accordance with the terms of such Securities and (except as
otherwise specified as contemplated by Section 301 for Securities of any series)
in accordance with this Article.


SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

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




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<PAGE>

SECTION 1103. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

If less than all the Securities of any series issued on the same day with the
same terms are to be redeemed, the particular Securities to be redeemed shall be
selected not more than 60 days prior to the Redemption Date by the Trustee, from
the Outstanding Securities of such series issued on the same day with the same
terms not previously called for redemption, by such method as the Trustee shall
deem fair and appropriate and which may provide for the selection for redemption
of portions of the principal of Securities of such series; provided, however,
that no such partial redemption shall reduce the portion of the principal amount
of a Security not redeemed to less than the minimum authorized denomination for
Securities of such series established pursuant to Section 301.

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

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


SECTION 1104. NOTICE OF REDEMPTION.

Except as otherwise specified as contemplated by Section 301, notice of
redemption shall be given in the manner provided for in Section 106 not less
than 30 nor more than 60 days prior to the Redemption Date, to each Holder of
Securities to be redeemed, except that where Securities held in definitive form
are to be redeemed, a list of the serial numbers of such Securities shall be
given in the manner provided for in Section 106 not less than 15 days prior to
the Redemption Date.

All notices of redemption shall state:

(1)      the Redemption Date,

(2)      the Redemption Price and the amount of accrued interest to the
         Redemption Date payable as provided in Section 1106, if any,

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

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

(5)      that on the Redemption Date, the Redemption Price and accrued interest,
         if any, to the Redemption Date payable as provided in Section 1106 will
         become due and payable upon each such Security, or the portion thereof,
         to be redeemed and, if applicable, that interest thereon will cease to
         accrue on and after said date,

(6)      the Place or Places of Payment where such Securities, together in the
         case of Bearer Securities with all coupons appertaining thereto, if
         any, maturing after the Redemption Date, are to be surrendered for
         payment of the Redemption Price and accrued interest, if any,

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



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<PAGE>

(8)      that, unless otherwise specified in such notice, Bearer Securities of
         any series, if any, surrendered for redemption must be accompanied by
         all coupons maturing subsequent to the Redemption Date or the amount of
         any such missing coupon or coupons will be deducted from the Redemption
         Price unless security or indemnity satisfactory to the Company, the
         Trustee and any Paying Agent is furnished,

(9)      if Bearer Securities of any series are to be redeemed and any
         Registered Securities of such series are not to be redeemed, and if
         such Bearer Securities may be exchanged for Registered Securities not
         subject to redemption on such Redemption Date pursuant to Section 305
         or otherwise, the last date, as determined by the Company, on which
         such exchanges may be made,

(10)     if the Securities are convertible into any securities of any Person the
         current conversion price and the date on which the right to convert
         such Securities or portions thereof will expire, and

(11)     The CUSIP number, if any.

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


SECTION 1105. DEPOSIT OF REDEMPTION PRICE.

On or prior to any Redemption Date, the Company shall deposit with the Trustee
or with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 102) an amount of money in
the Currency in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such series
and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e))
sufficient to pay the Redemption Price of, and accrued interest, if any, on, all
the Securities which are to be redeemed on that date.


SECTION 1106. SECURITIES PAYABLE ON REDEMPTION DATE.

Notice of redemption having been given as aforesaid, the Securities so to be
redeemed shall, on the Redemption Date, become due and payable at the Redemption
Price therein specified in the Currency in which the Securities of such series
are payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series and except, if applicable, as provided in Sections
312(b), 312(d) and 312(e)) (together with accrued interest, if any, to the
Redemption Date), and from and after such date (unless the Company shall default
in the payment of the Redemption Price and accrued interest, if any) such
Securities shall, if the same were interest-bearing, cease to bear interest and
the coupons for such interest appertaining to any Bearer Securities so to be
redeemed, except to the extent provided below, shall be void. Upon surrender of
any such Security for redemption in accordance with said notice, together with
all coupons, if any, appertaining thereto maturing after the Redemption Date,
such Security shall be paid by the Company at the Redemption Price, together
with accrued interest, if any, to the Redemption Date; provided, however, that
instalments of interest on Bearer Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable only at an office or agency
located outside the United States (except as otherwise provided in Section 1002)
and, unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of coupons for such interest; and provided further
that instalments of interest on Registered Securities whose Stated Maturity is
on or prior to the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.



                                       65
<PAGE>

If any Bearer Security surrendered for redemption shall not be accompanied by
all appurtenant coupons maturing after the Redemption Date, such Security may be
paid after deducting from the Redemption Price an amount equal to the face
amount of all such missing coupons, or the surrender of such missing coupon or
coupons may be waived by the Company and the Trustee if there be furnished to
them such security or indemnity as they may require to save each of them and any
Paying Agent harmless. If thereafter the Holder of such Security shall surrender
to the Trustee or any Paying Agent any such missing coupon in respect of which a
deduction shall have been made from the Redemption Price, such Holder shall be
entitled to receive the amount so deducted; provided, however, that interest
represented by coupons shall be payable only at an office or agency located
outside the United States (except as otherwise provided in Section 1002) and,
unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of those coupons.

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


SECTION 1107. SECURITIES REDEEMED IN PART.

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


SECTION 1108. OPTIONAL REDEMPTION DUE TO CHANGES IN TAX TREATMENT.

Each series of Securities may be redeemed at the option of the Company in whole
but not in part at any time (except in the case of Securities that have a
variable rate of interest, which may be redeemed on any Interest Payment Date)
at a Redemption Price equal to the principal amount thereof plus accrued
interest to the date fixed for redemption (except in the case of Outstanding
Original Issue Discount Securities which may be redeemed at the Redemption Price
specified by the terms of such series of Securities) if the Company is or
would be required to pay Additional Amounts as a result of any change in or
amendment to the laws or any regulations or rulings promulgated thereunder of
South Africa


                                       66
<PAGE>
(or in the case of a successor Person to the Company, of the jurisdiction in
which such successor Person is organized or any political subdivision or taxing
authority thereof or therein) or any change in the official application or
interpretation of such laws, regulations or rulings, or any change in the
official application or interpretation of, or any execution of or amendment to,
any treaty or treaties affecting taxation to which South Africa (or such other
jurisdiction or political subdivision or taxing authority) is a party, which
change, execution or amendment becomes effective on or after the date of
issuance of such series pursuant to Section 301 (or in the case of a successor
Person to the Company, the date on which such successor Person became such) and
the payment of such Additional Amounts, cannot be avoided by the use of any
reasonable measures available to the Company. Prior to the giving of notice of
redemption of such Securities pursuant to this Indenture, the Company will
deliver to the Trustee an Officers' Certificate, stating that the Company is
entitled to effect such redemption and setting forth in reasonable detail a
statement of circumstances showing that the conditions precedent to the right of
the Company to redeem such Securities pursuant to this Section have been
satisfied.

Further, if, pursuant to Section 801(3)(a) of this Indenture, a Person into
which the Company is merged or to whom the Company has conveyed, transferred or
leased its properties or assets has been or would be required to pay any
additional amounts as therein provided, each series of Securities may be
redeemed at the option of such Person in whole, but not in part, at any time
(except in the case of Securities that have a variable rate of interest, which
may be redeemed on any Interest Payment Date), at a redemption price equal to
the principal amount thereof plus accrued interest to the date fixed for
redemption (except in the case of Outstanding Original Issue Discount Securities
which may be redeemed at the Redemption Price specified by the terms of such
series of Securities). The Company has the option to redeem Securities pursuant
to this Section if the Person into which the Company is to merge or to whom the
Company will convey or transfer its properties or assets will be required to pay
Additional Amounts immediately after such merger, conveyance or transfer.
However, the Securities may not be redeemed if the sole purpose of such a merger
would be to permit such redemption. Prior to the giving of notice of redemption
of such Securities pursuant to this Indenture, such Person shall deliver to the
Trustee an Officers' Certificate, stating that such Person is entitled to effect
such redemption and setting forth in reasonable detail a statement of
circumstances showing that the conditions precedent to the right of such Person
to redeem such Securities pursuant to this Section have been satisfied.


                                 ARTICLE TWELVE
                                  SINKING FUNDS

SECTION 1201. APPLICABILITY OF ARTICLE.

Retirements of Securities of any series pursuant to any sinking fund shall be
made in accordance with the terms of such Securities and (except as otherwise
specified as contemplated by Section 301 for Securities of any series) in
accordance with this Article.

The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "mandatory sinking fund
payment", and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment". If provided for by the terms of Securities of any series, the
cash amount of any mandatory sinking fund payment may be subject to reduction as
provided in Section 1202. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of
Securities of such series.


SECTION 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

Subject to Section 1203, in lieu of making all or any part of any mandatory
sinking fund payment with respect to any Securities of a series in cash, the
Company may at its option (1) deliver to the


                                       67
<PAGE>

Trustee Outstanding Securities of a series (other than any previously called for
redemption) theretofore purchased or otherwise acquired by the Company together
in the case of any Bearer Securities of such series with all unmatured coupons
appertaining thereto, and/or (2) receive credit for Securities of such series
which have been previously delivered to the Trustee by the Company or for
Securities of such series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any mandatory
sinking fund payment with respect to the Securities of the same series required
to be made pursuant to the terms of such Securities as provided for by the terms
of such series; provided, however, that such Securities have not been previously
so credited. Such Securities shall be received and credited for such purpose by
the Trustee at the Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such mandatory sinking
fund payment shall be reduced accordingly.


SECTION 1203. REDEMPTION OF SECURITIES FOR SINKING FUND.

Not less than 60 days prior to each sinking fund payment date for Securities of
any series, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing mandatory sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash in the Currency in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series and except, if applicable, as
provided in Sections 312(b), 312(d) and 312(e)) and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 1202, and the optional amount, if any, to be added in cash
to the next ensuing mandatory sinking fund payment, and will also deliver to the
Trustee any Securities to be so delivered and credited. If such Officers'
Certificate shall specify an optional amount to be added in cash to the next
ensuing mandatory sinking fund payment , the Company shall thereupon be
obligated to pay the amount therein specified.

Not less than 30 days before each such sinking fund payment date the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 1103 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.


                                ARTICLE THIRTEEN
                         REPAYMENT AT OPTION OF HOLDERS

SECTION 1301. APPLICABILITY OF ARTICLE.

Repayment of Securities of any series before their Stated Maturity at the option
of Holders thereof shall be made in accordance with the terms of such Securities
and (except as otherwise specified as contemplated by Section 301 for Securities
of any series) in accordance with this Article.


SECTION 1302. REPAYMENT OF SECURITIES.

Securities of any series subject to repayment in whole or in part at the option
of the Holders thereof will, unless otherwise provided in the terms of such
Securities, be repaid at a price equal to the principal amount thereof, together
with interest, if any, thereon accrued to the Repayment Date specified in or
pursuant to the terms of such Securities. The Company covenants that on or
before the Repayment Date it will 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 101) an amount


                                       68
<PAGE>

of money in the Currency in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Securities of
such series and except, if applicable, as provided in Sections 312(b), 312(d)
and 312(e)) sufficient to pay the principal (or, if so provided by the terms of
the Securities of any series, a percentage of the principal) of and (except if
the Repayment Date shall be an Interest Payment Date) accrued interest, if any,
on, all the Securities or portions thereof, as the case may be, to be repaid on
such date.


SECTION 1303. EXERCISE OF OPTION.

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


SECTION 1304. WHEN SECURITIES PRESENTED FOR REPAYMENT BECOME DUE AND PAYABLE.

If Securities of any series providing for repayment at the option of the Holders
thereof shall have been surrendered as provided in this Article and as provided
by or pursuant to the terms of such Securities, such Securities or the portions
thereof, as the case may be, to be repaid shall become due and payable and shall
be paid by the Company on the Repayment Date therein specified, and on and after
such Repayment Date (unless the Company shall default in the payment of such
Securities on such Repayment Date) such Securities shall, if the same were
interest-bearing, cease to bear interest and the coupons for such interest
appertaining to any Bearer Securities so to be repaid, except to the extent
provided below, shall be void. Upon surrender of any such Security for repayment
in accordance with such provisions, together with all coupons, if any,
appertaining thereto maturing after the Repayment Date, the principal amount of
such Security so to be repaid shall be paid by the Company, together with
accrued interest, if any, to the Repayment Date; provided, however, that coupons
whose Stated Maturity is on or prior to the Repayment Date shall be payable only
at an office or agency located outside the United States (except as otherwise
provided in Section 1002) and, unless otherwise specified pursuant to Section
301, only upon presentation and surrender of such coupons; and provided further
that, in the case of Registered Securities, instalments of interest, if any,
whose Stated Maturity is on or prior to the Repayment Date shall be payable (but
without interest thereon, unless the Company shall default in the payment
thereof) to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307.



                                       69
<PAGE>

If any Bearer Security surrendered for repayment shall not be accompanied by all
appurtenant coupons maturing after the Repayment Date, such Security may be paid
after deducting from the amount payable therefor as provided in Section 1302 an
amount equal to the face amount of all such missing coupons, or the surrender of
such missing coupon or coupons may be waived by the Company and the Trustee if
there be furnished to them such security or indemnity as they may require to
save each of them and any Paying Agent harmless. If thereafter the Holder of
such Security shall surrender to the Trustee or any Paying Agent any such
missing coupon in respect of which a deduction shall have been made as provided
in the preceding sentence, such Holder shall be entitled to receive the amount
so deducted; provided, however, that interest represented by coupons shall be
payable only at an office or agency located outside the United States (except as
otherwise provided in Section 1002) and, unless otherwise specified as
contemplated by Section 301, only upon presentation and surrender of those
coupons.

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


SECTION 1305. SECURITIES REPAID IN PART.

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


                                ARTICLE FOURTEEN
                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1401. APPLICABILITY OF ARTICLE; COMPANY'S OPTION TO EFFECT DEFEASANCE OR
COVENANT DEFEASANCE.

If pursuant to Section 301 provision is made for either or both of (a)
defeasance of the Securities of or within a series under Section 1402 or (b)
covenant defeasance of the Securities of or within a series under Section 1403,
then the provisions of such Section or Sections, as the case may be, together
with the other provisions of this Article (with such modifications thereto as
may be specified pursuant to Section 301 with respect to any Securities), shall
be applicable to such Securities and any coupons appertaining thereto, and the
Company may at its option by Board Resolution, at any time, with respect to such
Securities and any coupons appertaining thereto, elect to have Section 1402 (if
applicable) or Section 1403 (if applicable) be applied to such Outstanding
Securities and any coupons appertaining thereto upon compliance with the
conditions set forth below in this Article.


SECTION 1402. DEFEASANCE AND DISCHARGE.

Upon the Company's exercise of the above option applicable to this Section with
respect to any Securities of or within a series, the Company shall be deemed to
have been discharged from its obligations with respect to such Outstanding
Securities and any coupons appertaining thereto on the date the conditions set
forth in Section 1404 are satisfied (hereinafter, "DEFEASANCE"). For this
purpose, such defeasance means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by such Outstanding Securities
and any coupons appertaining thereto which shall thereafter be deemed to be
"Outstanding" only for the purposes of


                                       70
<PAGE>

Section 1405 and the other Sections of this Indenture referred to in clauses (A)
and (B) of this Section, and to have satisfied all its other obligations under
such Securities and any coupons appertaining thereto and this Indenture insofar
as such Securities and any coupons appertaining thereto are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following which shall survive until
otherwise terminated or discharged hereunder: (A) the rights of Holders of such
Outstanding Securities and any coupons appertaining thereto to receive, solely
from the trust fund described in Section 1405 and as more fully set forth in
such Section, payments in respect of the principal of (and premium, if any) and
interest, if any, on such Securities and any coupons appertaining thereto when
such payments are due, (B) any rights of the Holders of Securities to convert
such Securities, (C) the Company's obligations with respect to such Securities
under Sections 305, 306, 309, 1002 and 1003 and with respect to the payment of
Additional Amounts, to the extent then unknown, on such Securities as
contemplated by Section 1005, (D) the rights, powers, trusts, duties and
immunities of the Trustee hereunder and (E) this Article Fourteen. Subject to
compliance with this Article Fourteen, the Company may exercise its option under
this Section notwithstanding the prior exercise of its option under Section 1403
with respect to such Securities and any coupons appertaining thereto.


SECTION 1403. COVENANT DEFEASANCE.

Upon the Company's exercise of the above option applicable to this Section with
respect to any Securities of or within a series, the Company shall be released
from its obligations under Sections 1006 and 1007, and, if specified pursuant to
Section 301, its obligations under any other covenant (other than Sections 1001,
1002, 1003, 1004, 1005 and 1008), with respect to such Outstanding Securities
and any coupons appertaining thereto on and after the date the conditions set
forth in Section 1404 are satisfied (hereinafter, "COVENANT DEFEASANCE"), and
such Securities and any coupons appertaining thereto shall thereafter be deemed
to be not "Outstanding" for the purposes of any direction, waiver, consent or
declaration or Act of Holders (and the consequences of any thereof) in
connection with Sections 1006 and 1007, or such other covenant, but shall
continue to be deemed "Outstanding" for all other purposes hereunder. For this
purpose, such covenant defeasance means that, with respect to such Outstanding
Securities and any coupons appertaining thereto, the Company may omit to comply
with and shall have no liability in respect of any term, condition or limitation
set forth in any such Section or such other covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such Section or
such other covenant or by reason of reference in any such Section or such other
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default under
Section 501(4) or 501(8) or otherwise, as the case may be, but, except as
specified above, the remainder of this Indenture and such Securities and any
coupons appertaining thereto shall be unaffected thereby.


SECTION 1404. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

The following shall be the conditions to application of Section 1402 or Section
1403 to any Outstanding Securities of or within a series and any coupons
appertaining thereto:

(a)      The Company shall irrevocably have deposited or caused to be deposited
         with the Trustee (or another trustee satisfying the requirements of
         Section 607 who shall agree to comply with the provisions of this
         Article Fourteen applicable to it) as trust funds in trust for the
         purpose of making the following payments, specifically pledged as
         security for, and dedicated solely to, the benefit of the Holders of
         such Securities and any coupons appertaining thereto, (1) an amount (in
         such Currency in which such Securities and any coupons appertaining
         thereto are then specified as payable at Stated Maturity), or (2)



                                       71
<PAGE>

         Government Obligations applicable to such Securities and coupons
         appertaining thereto (determined on the basis of the Currency in which
         such Securities and coupons appertaining thereto are then specified as
         payable at Stated Maturity) which through the scheduled payment of
         principal and interest in respect thereof in accordance with their
         terms will provide, not later than one day before the due date of any
         payment of principal of (and premium, if any) and interest, if any, on
         such Securities and any coupons appertaining thereto, money in an
         amount, or (3) a combination thereof in an amount, sufficient, in the
         opinion of a nationally recognized firm of independent public
         accountants expressed in a written certification thereof delivered to
         the Trustee, to pay and discharge, and which shall be applied by the
         Trustee (or other qualifying trustee) to pay and discharge, (i) the
         principal of (and premium, if any) and interest, if any, and any
         Additional Amounts then known on such Outstanding Securities and any
         coupons appertaining thereto on the Stated Maturity of such principal
         or instalment of principal or interest and (ii) any mandatory sinking
         fund payments or analogous payments applicable to such Outstanding
         Securities and any coupons appertaining thereto on the day on which
         such payments are due and payable in accordance with the terms of this
         Indenture and of such Securities and any coupons appertaining thereto.
         Before such a deposit, the Company may give to the Trustee, in
         accordance with Section 1102 hereof, a notice of its election to redeem
         all or any portion of such Outstanding Securities at a future date in
         accordance with the terms of the Securities of such series and Article
         Eleven hereof, which notice shall be irrevocable. Such irrevocable
         redemption notice, if given, shall be given effect in applying the
         foregoing.

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

(c)      No Default or Event of Default with respect to such Securities and any
         coupons appertaining thereto shall have occurred and be continuing on
         the date of such deposit or, insofar as Section 501(7) is concerned, at
         any time during the period ending on the 91st day after the date of
         such deposit (it being understood that this condition shall not be
         deemed satisfied until the expiration of such period).

(d)      In the case of an election under Section 1402, the Company shall have
         delivered to the Trustee an Opinion of Counsel stating that (1) the
         Company has received from, or there has been published by, the Internal
         Revenue Service a ruling, or (2) since the date of execution of this
         Indenture, there has been a change in the applicable United States
         federal income tax law, in either case to the effect that, and based
         thereon such opinion shall confirm that, the Holders of such
         Outstanding Securities and any coupons appertaining thereto will not
         recognize income, gain or loss for United States federal income tax
         purposes as a result of such defeasance and will be subject to United
         States federal income tax on the same amounts, in the same manner and
         at the same times as would have been the case if such defeasance had
         not occurred.

(e)      In the case of an election under Section 1403, the Company shall have
         delivered to the Trustee an Opinion of Counsel to the effect that the
         Holders of such Outstanding Securities and any coupons appertaining
         thereto will not recognize income, gain or loss for United States
         federal income tax purposes as a result of such covenant defeasance and
         will be subject to United States federal income tax on the same
         amounts, in the same manner and at the same times as would have been
         the case if such covenant defeasance had not occurred.



                                       72
<PAGE>

(f)      If the Securities of that series are then listed on a securities
         exchange, the Company shall have delivered to the Trustee an Opinion of
         Counsel to the effect that such defeasance will not cause such
         Securities to be delisted from any such exchange.

(g)      The Company shall have delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent to the defeasance under Section 1402 or the covenant
         defeasance under Section 1403 (as the case may be) have been complied
         with.

(h)      Notwithstanding any other provisions of this Section, such defeasance
         or covenant defeasance shall be effected in compliance with any
         additional or substitute terms, conditions or limitations which may be
         imposed on the Company in connection therewith pursuant to Section 301.


SECTION 1405. DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST;
OTHER MISCELLANEOUS PROVISIONS.

Subject to the provisions of the last paragraph of Section 1003, all money and
Government Obligations (or other property as may be provided pursuant to Section
301) (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 1405, the
"TRUSTEE") pursuant to Section 1404 in respect of any Outstanding Securities of
any series and any coupons appertaining thereto shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Securities and
any coupons appertaining thereto and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Holders of such Securities
and any coupons appertaining thereto of all sums due and to become due thereon
in respect of principal (and premium, if any) and interest and Additional
Amounts, if any, but such money need not be segregated from other funds except
to the extent required by law.

Unless otherwise specified with respect to any Security pursuant to Section 301,
if, after a deposit referred to in Section 1404(a) has been made, (a) the Holder
of a Security in respect of which such deposit was made is entitled to, and
does, elect pursuant to Section 312(b) or the terms of such Security to receive
payment in a Currency other than that in which the deposit pursuant to Section
1404(a) has been made in respect of such Security, or (b) a Conversion Event
occurs as contemplated in Section 312(d) or 312(e) or by the terms of any
Security in respect of which the deposit pursuant to Section 1404(a) has been
made, the indebtedness represented by such Security and any coupons appertaining
thereto shall be deemed to have been, and will be, fully discharged and
satisfied through the payment of the principal of (and premium, if any) and
interest and Additional Amounts, if any, on such Security as the same becomes
due out of the proceeds yielded by converting (from time to time as specified
below in the case of any such election) the amount or other property deposited
in respect of such Security into the Currency in which such Security becomes
payable as a result of such election or Conversion Event based on the applicable
Market Exchange Rate for such Currency in effect on the second Business Day
prior to each payment date, except, with respect to a Conversion Event, for such
Currency in effect (as nearly as feasible) at the time of the Conversion Event.

The Company shall pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the Government Obligations deposited
pursuant to Section 1404 or the principal and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of such Outstanding Securities and any coupons
appertaining thereto.



                                       73
<PAGE>

Anything in this Article to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon the Company Request any
money or Government Obligations (or other property and any proceeds therefrom)
held by it as provided in Section 1404 which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, are in excess of the amount
thereof which would then be required to be deposited to effect a defeasance or
covenant defeasance, as applicable, in accordance with this Article.


SECTION 1406.  REINSTATEMENT.

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


                                 ARTICLE FIFTEEN
                        MEETINGS OF HOLDERS OF SECURITIES

SECTION 1501. PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

If Securities of a series are issuable as Bearer Securities, a meeting of
Holders of Securities of such series may be called at any time and from time to
time pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Securities of such
series.


SECTION 1502. CALL, NOTICE AND PLACE OF MEETINGS.

(a)      The Trustee may at any time call a meeting of Holders of Securities of
         any series for any purpose specified in Section 1501, to be held at
         such time and at such place in Morristown, NJ, USA or such other place
         as the Trustee shall determine. Notice of every meeting of Holders of
         Securities of any series, setting forth the time and the place of such
         meeting and in general terms the action proposed to be taken at such
         meeting, shall be given, in the manner provided for in Section 106, not
         less than 21 nor more than 180 days prior to the date fixed for the
         meeting.

(b)      In case at any time the Company, pursuant to a Board Resolution, or the
         Holders of at least 10% in principal amount of the Outstanding
         Securities of any series shall have requested the Trustee to call a
         meeting of the Holders of Securities of such series for any purpose
         specified in Section 1501, by written request setting forth in
         reasonable detail the action proposed to be taken at the meeting, and
         the Trustee shall not have made the first publication of the notice of
         such meeting within 21 days after receipt of such request or shall not
         thereafter proceed to cause the meeting to be held as provided herein,
         then the Company or the Holders of Securities of such series in the
         amount above specified, as the case may be, may determine the time and
         the place in Morristown, NJ, USA for such


                                       74
<PAGE>

         meeting and may call such meeting for such purposes by giving notice
         thereof as provided in paragraph (a) of this Section.


SECTION 1503. PERSONS ENTITLED TO VOTE AT MEETINGS.

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


SECTION 1504. QUORUM; ACTION.

The Persons entitled to vote a majority in principal amount of the Outstanding
Securities of a series shall constitute a quorum for a meeting of Holders of
Securities of such series; provided, however, that, if any action is to be taken
at such meeting with respect to a consent or waiver which this Indenture
expressly provides may be given by the Holders of not less than a specified
percentage in principal amount of the Outstanding Securities of a series, the
Persons entitled to vote such specified percentage in principal amount of the
Outstanding Securities of such series shall constitute a quorum. In the absence
of a quorum within 30 minutes of the time appointed for any such meeting, the
meeting shall, if convened at the request of Holders of Securities of such
series, be dissolved. In any other case the meeting may be adjourned for a
period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such meeting. In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days as determined by the chairman of the meeting prior to
the adjournment of such adjourned meeting. Notice of the reconvening of any
adjourned meeting shall be given as provided in Section 1502(a), except that
such notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened. Notice of the reconvening of
any adjourned meeting shall state expressly the percentage, as provided above,
of the principal amount of the Outstanding Securities of such series which shall
constitute a quorum.

Subject to the foregoing, at the reconvening of any meeting adjourned for lack
of a quorum the Persons entitled to vote 25% in principal amount of the
Outstanding Securities at the time shall constitute a quorum for the taking of
any action set forth in the notice of the original meeting.

Except as limited by the proviso to Section 902, any resolution presented to a
meeting or adjourned meeting duly reconvened at which a quorum is present as
aforesaid may be adopted by the affirmative vote of the Holders of a majority in
principal amount of the Outstanding Securities of such series; provided,
however, that, except as limited by the proviso to Section 902, any resolution
with respect to any request, demand, authorization, direction, notice, consent,
waiver or other action which this Indenture expressly provides may be made,
given or taken by the Holders of a specified percentage, which is less than a
majority, in principal amount of the Outstanding Securities of a series may be
adopted at a meeting or an adjourned meeting duly reconvened and at which a
quorum is present as aforesaid by the affirmative vote of the Holders of such
specified percentage in principal amount of the Outstanding Securities of such
series.

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



                                       75
<PAGE>

Notwithstanding the foregoing provisions of this Section 1504, if any action is
to be taken at a meeting of Holders of Securities of any series with respect to
any request, demand, authorization, direction, notice, consent, waiver or other
action that this Indenture expressly provides may be made, given or taken by the
Holders of a specified percentage in principal amount of all Outstanding
Securities affected thereby, or of the Holders of such series and one or more
additional series:

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

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


SECTION 1505. DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF
MEETINGS.

(a)      Notwithstanding any provisions of this Indenture, the Trustee may make
         such reasonable regulations as it may deem advisable for any meeting of
         Holders of Securities of a series in regard to proof of the holding of
         Securities of such series and of the appointment of proxies and in
         regard to the appointment and duties of inspectors of votes, the
         submission and examination of proxies, certificates and other evidence
         of the right to vote, and such other matters concerning the conduct of
         the meeting as it shall deem appropriate. Except as otherwise permitted
         or required by any such regulations, the holding of Securities shall be
         proved in the manner specified in Section 104 and the appointment of
         any proxy shall be proved in the manner specified in Section 104 or by
         having the signature of the Person executing the proxy witnessed or
         guaranteed by any trust company, bank or banker authorized by Section
         104 to certify to the holding of Bearer Securities. Such regulations
         may provide that written instruments appointing proxies, regular on
         their face, may be presumed valid and genuine without the proof
         specified in Section 104 or other proof.

(b)      The Trustee shall, by an instrument in writing appoint a temporary
         chairman of the meeting, unless the meeting shall have been called by
         the Company or by Holders of Securities as provided in Section 1502(b),
         in which case the Company or the Holders of Securities of the series
         calling the meeting, as the case may be, shall in like manner appoint a
         temporary chairman. A permanent chairman and a permanent secretary of
         the meeting shall be elected by vote of the Persons entitled to vote a
         majority in principal amount of the Outstanding Securities of such
         series represented at the meeting.

(c)      At any meeting each Holder of a Security of such series or proxy shall
         be entitled to one vote for each $1,000 principal amount of the
         Outstanding Securities of such series held or represented by him;
         provided, however, that no vote shall be cast or counted at any meeting
         in respect of any Security challenged as not Outstanding and ruled by
         the chairman of the meeting to be not Outstanding. The chairman of the
         meeting shall have no right to vote, except as a Holder of a Security
         of such series or proxy.

(d)      Any meeting of Holders of Securities of any series duly called pursuant
         to Section 1502 at which a quorum is present may be adjourned from time
         to time by Persons entitled to vote a majority in principal amount of
         the Outstanding Securities of such series represented at the meeting,
         and the meeting may be held as so adjourned without further notice.




                                       76
<PAGE>

SECTION 1506. COUNTING VOTES AND RECORDING ACTION OF MEETINGS.

The vote upon any resolution submitted to any meeting of Holders of Securities
of any series shall be by written ballots on which shall be subscribed the
signatures of the Holders of Securities of such series or of their
representatives by proxy and the principal amounts and serial numbers of the
Outstanding Securities of such series held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified written reports in
duplicate of all votes cast at the meeting. A record, at least in duplicate, of
the proceedings of each meeting of Holders of Securities of any series shall be
prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more persons having knowledge of the fact
setting forth a copy of the notice of the meeting and showing that said notice
was given as provided in Section 1502 and, if applicable, Section 1504. Each
copy shall be signed and verified by the affidavits of the permanent chairman
and secretary of the meeting and one such copy shall be delivered to the
Company, and another to the Trustee to be preserved by the Trustee, the latter
to have attached thereto the ballots voted at the meeting. Any record so signed
and verified shall be conclusive evidence of the matters therein stated.

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

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


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



GOLD FIELDS LIMITED


By
   ------------------------------------
   Name:

   Title:



[Attest:]



WACHOVIA BANK, NATIONAL ASSOCIATION


By
   ------------------------------------
   Name:

   Title:



[Attest: ]



                                       77
<PAGE>


                                    EXHIBIT A

                             FORMS OF CERTIFICATION

                                   EXHIBIT A-1

                       FORM OF CERTIFICATE TO BE GIVEN BY
                   PERSON ENTITLED TO RECEIVE BEARER SECURITY
                       OR TO OBTAIN INTEREST PAYABLE PRIOR
                              TO THE EXCHANGE DATE

                                   CERTIFICATE

                     [Insert title or sufficient description
                         of Securities to be delivered]

This is to certify that as of the date hereof, and except as set forth below,
the above-captioned Securities held by you for our account (i) are owned by
person(s) that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the income of which
is subject to United States federal income taxation regardless of its source
("UNITED STATES PERSONS(s)"), (ii) are owned by United States person(s) that are
(a) foreign branches of United States financial institutions (financial
institutions, as defined in United States Treasury Regulations Section
2.165-12(c)(1)(v) are herein referred to as "FINANCIAL INSTITUTIONS") purchasing
for their own account or for resale, or (b) United States person(s) who acquired
the Securities through foreign branches of United States financial institutions
and who hold the Securities through such United States financial institutions on
the date hereof (and in either case (a) or (b), each such United States
financial institution hereby agrees, on its own behalf or through its agent,
that you may advise [Name of Company] or its agent that such financial
institution will comply with the requirements of Section 165(j)(3)(A), (B) or
(C) of the United States Internal Revenue Code of 1986, as amended, and the
regulations thereunder), or (iii) are owned by United States or foreign
financial institution(s) for purposes of resale during the restricted period (as
defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
and, in addition, if the owner is a United States or foreign financial
institution described in clause (iii) above (whether or not also described in
clause (i) or (ii)), this is to further certify that such financial institution
has not acquired the Securities for purposes of resale directly or indirectly to
a United States person or to a person within the United States or its
possessions.

As used herein, "United States" means the United States of America (including
the states and the District of Columbia); and its "possessions" include Puerto
Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.

We undertake to advise you promptly by tested telex on or prior to the date on
which you intend to submit your certification relating to the above-captioned
Securities held by you for our account in accordance with your Operating
Procedures if any applicable statement herein is not correct on such date, and
in the absence of any such notification it may be assumed that this
certification applies as of such date.

This certificate excepts and does not relate to [U.S.$] [x] of such interest in
the above-captioned Securities in respect of which we are not able to certify
and as to which we understand an exchange for an interest in a Permanent Global
Security or an exchange for and delivery of definitive Securities (or, if
relevant, collection of any interest) cannot be made until we do so certify.



                                       78
<PAGE>

We understand that this certificate may be required in connection with certain
tax legislation in the United States. If administrative or legal proceedings are
commenced or threatened in connection with which this certificate is or would be
relevant, we irrevocably authorize you to produce this certificate or a copy
thereof to any interested party in such proceedings.

Dated:

[To be dated no earlier than the
Certification date]



[Name of Person Making Certification]


------------------------------------
(Authorized Signatory)
Name:
Title:



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                                   EXHIBIT A-2

                  FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR
                               AND CLEARSTREAM IN
                 CONNECTION WITH THE EXCHANGE OF A PORTION OF A
             TEMPORARY GLOBAL BEARER SECURITY OR TO OBTAIN INTEREST
                       PAYABLE PRIOR TO THE EXCHANGE DATE

                                   CERTIFICATE

                     [Insert title or sufficient description
                         of Securities to be delivered]

This is to certify that based solely on written certifications that we have
received in writing, by tested telex or by electronic transmission from each of
the persons appearing in our records as persons entitled to a portion of the
principal amount set forth below (our "MEMBER ORGANIZATIONS") substantially in
the form attached hereto, as of the date hereof, [U.S.$] x principal amount of
the above-captioned Securities (i) is owned by person(s) that are not citizens
or residents of the United States, domestic partnerships, domestic corporations
or any estate or trust the income of which is subject to United States Federal
income taxation regardless of its source ("UNITED STATES PERSON(s)"), (ii) is
owned by United States person(s) that are (a) foreign branches of United States
financial institutions (financial institutions, as defined in U.S. Treasury
Regulations Section 1.165-12(c)(1)(v) are herein referred to as "FINANCIAL
INSTITUTIONS") purchasing for their own account or for resale, or (b) United
States person(s) who acquired the Securities through foreign branches of United
States financial institutions and who hold the Securities through such United
States financial institutions on the date hereof (and in either case (a) or (b),
each such financial institution has agreed, on its own behalf or through its
agent, that we may advise [Name of Company] or its agent that such financial
institution will comply with the requirements of Section 165(j)(3)(A), (B) or
(C) of the Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) is owned by United States or foreign financial
institution(s) for purposes of resale during the restricted period (as defined
in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)) and, to
the further effect, that financial institutions described in clause (iii) above
(whether or not also described in clause (i) or (ii)) have certified that they
have not acquired the Securities for purposes of resale directly or indirectly
to a United States person or to a person within the United States or its
possessions.

As used herein, "United States" means the United States of America (including
the states and the District of Columbia); and its "possessions" include Puerto
Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.

We further certify that (i) we are not making available herewith for exchange
(or, if relevant, collection of any interest) any portion of the temporary
global Security representing the above-captioned Securities excepted in the
above-referenced certificates of Member Organizations and (ii) as of the date
hereof we have not received any notification from any of our Member
Organizations to the effect that the statements made by such Member
Organizations with respect to any portion of the part submitted herewith for
exchange (or, if relevant, collection of any interest) are no longer true and
cannot be relied upon as of the date hereof.

We understand that this certification is required in connection with certain tax
legislation in the United States. If administrative or legal proceedings are
commenced or threatened in connection with which this certificate is or would be
relevant, we irrevocably authorize you to produce this certificate or a copy
thereof to any interested party in such proceedings.



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Dated:


[To be dated no earlier than the
Certification]


[EUROCLEAR BANK S.A./N.V., as
Operator of the Euroclear System]
[CLEARSTREAM]

By
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