Filed by sedaredgar.com - Polymet Mining Corp. - Exhibit 4.3







	FORM OF SUBORDINATED DEBT 
	SECURITIES INDENTURE 
	 


POLYMET MING CORP. 

INDENTURE

DATED AS OF ___________ ___, 20_______

_______________________

TRUSTEE

 

 

	SUBORDINATED DEBT SECURITIES 
	 
	 






TABLE OF CONTENTS

	ARTICLE I. 	DEFINITIONS AND INCORPORATION BY REFERENCE 	1 
	 	Section 1.1. 	Definitions 	1 
	 	Section 1.2. 	Definitions 	5 
	 	Section 1.3. 	Incorporation by Reference of Trust Indenture Act 	6 
	 	 	  	  
	ARTICLE II. 	SECURITIES 	6 
	 	Section 2.1. 	Amount Unlimited; Issuable in Series 	6 
	 	Section 2.2. 	Establishment of Terms of Series of Securities 	7 
	 	Section 2.3. 	Authentication and Delivery of Securities 	10 
	 	Section 2.4. 	Execution of Securities; Trustee's Certificate of Authentication;
      Form of Securities 	10 
	 	Section 2.5. 	Registrar and Paying Agent 	11 
	 	Section 2.6. 	Paying Agent to Hold Money in Trust 	12 
	 	Section 2.7. 	Securityholder Lists 	12 
	 	Section 2.8. 	Transfer and Exchange 	13 
	 	Section 2.9. 	Mutilated, Destroyed, Lost and Stolen Securities 	13 
	 	Section 2.10. 	     Outstanding Securities 	14 
	 	Section 2.11. 	     Treasury Securities 	15 
	 	Section 2.12. 	     Temporary Securities 	15 
	 	Section 2.13. 	     Cancellation 	15 
	 	Section 2.14. 	     Defaulted Interest 	15 
	 	Section 2.15. 	     Global Securities 	16
	 	Section 2.16. 	     CUSIP Numbers 	17 
	 	 	  	  
	ARTICLE III. 	REDEMPTION 	17 
	 	Section 3.1. 	Notice to Trustee 	17 
	 	Section 3.2. 	Selection of Securities to be Redeemed 	17 
	 	Section 3.3. 	Notice of Redemption 	18 
	 	Section 3.4. 	Effect of Notice of Redemption 	18 
	 	Section 3.5. 	Deposit of Redemption Price 	18 
	 	Section 3.6. 	     Securities Redeemed in Part 	19 
	 	 	  	  
	ARTICLE IV. 	COVENANTS 	19 
	 	Section 4.1. 	Payment of Principal and Interest 	19 
	 	Section 4.2. 	SEC Reports 	19 
	 	Section 4.3. 	Compliance Certificate 	19 
	 	Section 4.4. 	Stay, Extension and Usury Laws 	19 
	 	Section 4.5. 	Corporate Existence 	20 
	 	 	  	  
	ARTICLE V. 	SUCCESSORS 	20 
	 	Section 5.1. 	When Company May Merge, Etc 	20 
	 	Section 5.2. 	Successor Corporation Substituted 	21 


i





	ARTICLE VI. 	DEFAULTS AND REMEDIES 	21 
	 	Section 6.1. 	Events of Default 	21 
	 	Section 6.2. 	Acceleration of Maturity; Rescission and Annulment 	22 
	 	Section 6.3. 	Collection of Indebtedness and Suits for Enforcement by
      Trustee 	23 
	 	Section 6.4. 	Trustee May File Proofs of Claim 	24 
	 	Section 6.5. 	Trustee May Enforce Claims Without Possession of Securities
      	24 
	 	Section 6.6. 	Application of Money Collected 	25 
	 	Section 6.7. 	Limitation on Suits 	25 
	 	Section 6.8. 	Unconditional Right of Holders to Receive Principal and
      Interest 	26 
	 	Section 6.9. 	Restoration of Rights and Remedies 	26 
	 	Section 6.10. 	     Rights and Remedies Cumulative 	26 
	 	Section 6.11. 	     Delay or Omission Not Waiver 	26 
	 	Section 6.12. 	     Control by Holders 	27 
	 	Section 6.13. 	     Waiver of Past Defaults 	27 
	 	Section 6.14. 	     Undertaking for Costs 	27 
	 	 	  	  
	ARTICLE VII. 	     TRUSTEE 	27 
	 	Section 7.1. 	Duties of Trustee 	27 
	 	Section 7.2. 	Rights of Trustee 	29 
	 	Section 7.3. 	Individual Rights of Trustee 	29 
	 	Section 7.4. 	Trustee's Disclaimer 	29 
	 	Section 7.5. 	Notice of Defaults 	30 
	 	Section 7.6. 	     Reports by Trustee to Holders 	30 
	 	Section 7.7. 	Compensation and Indemnity 	30 
	 	Section 7.8. 	Replacement of Trustee 	31 
	 	Section 7.9. 	     Successor Trustee by Merger, Etc 	32 
	 	Section 7.10. 	     Eligibility; Disqualification 	32 
	 	Section 7.11. 	     Preferential Collection of Claims Against Company 	32 
	 	 	  	  
	ARTICLE VIII. 	     SATISFACTION AND DISCHARGE; DEFEASANCE 	32 
	 	Section 8.1. 	Satisfaction and Discharge of Indenture 	32 
	 	Section 8.2. 	Application of Trust Funds; Indemnification 	33 
	 	Section 8.3. 	Legal Defeasance of Securities of any Series 	34 
	 	Section 8.4. 	Covenant Defeasance 	35 
	 	Section 8.5. 	Repayment to Company 	36 
	 	 	  	  
	ARTICLE IX. 	AMENDMENTS AND WAIVERS 	36 
	 	Section 9.1. 	     Without Consent of Holders 	36 
	 	Section 9.2. 	With Consent of Holders 	37 
	 	Section 9.3. 	Compliance with Trust Indenture Act 	38 
	 	Section 9.4. 	     Revocation and Effect of Consents 	38 
	 	Section 9.5. 	Notation on or Exchange of Securities 	38 
	 	Section 9.6. 	Trustee Protected 	38 
	 	 	  	  
	ARTICLE X. 	MISCELLANEOUS 	38 
	 	Section 10.1. 	     Trust Indenture Act Controls 	38 
	 	Section 10.2. 	     Notices 	39 


ii





	 	Section 10.3. 	     Communication by Holders with Other Holders. 	40
	 	Section 10.4. 	     Certificate and Opinion as to Conditions Precedent 	40 
	 	Section 10.5. 	     Statements Required in Certificate or Opinion 	40 
	 	Section 10.6. 	     Rules by Trustee and Agents 	40 
	 	Section 10.7. 	     Legal Holidays 	41 
	 	Section 10.8. 	     No Recourse Against Others 	41 
	 	Section 10.9. 	     Counterparts 	41 
	 	Section 10.11. 	     No Adverse Interpretation of Other Agreements 	41 
	 	Section 10.12. 	     Successors 	41 
	 	Section 10.13. 	     Severability 	41 
	 	Section 10.14. 	     Table of Contents, Headings, Etc 	42 
	 	 	  	  
	ARTICLE XI. 	SINKING FUNDS 	42 
	 	Section 11.1. 	     Applicability of Article 	42 
	 	Section 11.2. 	     Satisfaction of Sinking Fund Payments with Securities 	42 
	 	Section 11.3. 	     Redemption of Securities for Sinking Fund 	43 
	 	 	  	  
	ARTICLE XII 	  	43 
	 	Section 12.1. 	     Agreement of Subordination 	43 
	 	Section 12.2. 	     Payments to Holders. 	44 
	 	Section 12.3. 	       Subrogation of Securities 	46 
	 	Section 12.4. 	     Authorization to Effect Subordination 	47 
	 	Section 12.5. 	     Notice to Trustee 	48 
	 	Section 12.6. 	     Trustee's Relation to Senior Indebtedness. 	48 
	 	Section 12.7. 	     No Impairment of Subordination 	49 
	 	Section 12.8. 	     Article Applicable to Paying Agents. 	49 
	 	Section 12.9. 	     Senior Indebtedness Entitled to Rely 	49 


iii




POLYMET MINING CORP.

Reconciliation and tie between the Trust Indenture Act of 1939
and
 Indenture, dated as of ______________, 20___.

	Section 310 	(a)(1) 	7.10 
	  	(a)(2) 	7.10 
	  	(a)(3) 	Not Applicable 
	  	(a)(4) 	Not Applicable 
	  	(a)(5) 	7.10 
	  	(b) 	7.10 
	  	(c) 	Not Applicable 
	  	  	  
	Section 311 	(a) 	7.11 
	  	(b) 	7.11 
	  	(c) 	Not Applicable 
	  	  	  
	Section 312 	(a) 	2.7 
	  	(b) 	10.3 
	  	(c) 	10.3 
	  	  	  
	Section 313 	(a) 	7.6 
	  	(b)(1) 	7.6 
	  	(b)(2) 	7.6 
	  	(c)(1) 	7.6 
	  	(d) 	7.6 
	  	  	  
	Section 314 	(a) 	4.2, 10.2, 10.5 
	  	(b) 	Not Applicable 
	  	(c)(1) 	10.4 
	  	(c)(2) 	10.4 
	  	(c)(3) 	Not Applicable 
	  	(d) 	Not Applicable 
	  	(e) 	10.5 
	  	(f) 	Not Applicable 
	  	  	  
	Section 315 	(a) 	7.1 
	  	(b) 	7.5 
	  	(c) 	7.1 
	  	(d) 	7.1 
	  	(e) 	6.14 


iv





	Section 316 	(a) 	2.10 
	 	(a)(1)(A) 	6.12 
	 	(a)(1)(B) 	6.13 
	 	(a)(2) 	Not Applicable 
	 	(b) 	6.8 
	 	  	  
	Section 317 	(a)(1) 	6.3 
	 	(a)(2) 	6.4 
	 	(b) 	2.6 
	 	  	  
	Section 318 	(a) 	10.1 


v




INDENTURE

     Indenture dated as of __________
  __, 20__, between PolyMet Mining Corp., a corporation existing under the laws
  of British Columbia (the "Company"), and ______________ ("Trustee").

WITNESSETH

     WHEREAS, the Company has duly
authorized the issuance, execution and delivery, from time to time, of its
unsecured debentures, notes or other evidences of indebtedness (hereinafter
referred to as the "Securities"), without limit as to principal amount, issuable
in one or more Series (as hereinafter defined), the amount and terms of each
such Series to be determined as hereinafter provided; and, to provide the terms
and conditions upon which the Securities are to be authenticated, issued and
delivered, the Company has duly authorized the execution of this Indenture;

     WHEREAS, all things necessary to
make this Indenture a valid indenture and agreement according to its terms have
been done;

     NOW, THEREFORE:

     In consideration of the premises
and the purchases of the Securities by the holders thereof, the Company and the
Trustee mutually covenant and agree for the equal and proportionate benefit of
the respective holders from time to time of the Securities as follows:

ARTICLE I.
DEFINITIONS AND INCORPORATION BY REFERENCE

     Section 1.1. Definitions.

     "Additional Amounts" means any
additional amounts which are required hereby or by any Security, under
circumstances specified herein or therein, to be paid by the Company in respect
of certain taxes imposed on Holders specified therein and which are owing to
such Holders.

     "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" (including, with correlative
meanings, the terms "controlled by" and "under common control with"), as used
with respect to any person, shall mean the possession, directly or indirectly,
of the power to direct or cause the direction of the management or policies of
such person, whether through the ownership of voting securities or by agreement
or otherwise.

     "Agent" means any Registrar,
Paying Agent or Service Agent.

    




 "Authorized Newspaper" means a
newspaper in an official language of the country of publication customarily
published at least once a day for at least five days in each calendar week and of general circulation in the place in connection with
which the term is used. If it shall be impractical in the opinion of the Trustee
to make any publication of any notice required hereby in an Authorized
Newspaper, any publication or other notice in lieu thereof that is made or given
by the Trustee shall constitute a sufficient publication of such notice.

     "Bearer" means anyone in
possession from time to time of a Bearer Security.

     "Bearer Security" means any
Security, including any interest coupon appertaining thereto, that does not
provide for the identification of the Holder thereof.

     "Board of Directors" means the
Board of Directors of the Company or any duly authorized committee thereof.

     "Board Resolution" means a copy
of a resolution certified by the Secretary or an Assistant Secretary of the
Company to have been adopted by the Board of Directors or pursuant to
authorization by the Board of Directors and to be in full force and effect on
the date of the certificate and delivered to the Trustee.

     "Business Day" means, unless
otherwise provided by Board Resolution, Officers' Certificate or supplemental
indenture hereto for a particular Series, any day except a Saturday, Sunday or a
legal holiday in the City of New York on which banking institutions are
authorized or required by law, regulation or executive order to close.

     "Company" means the party named
as such above until a successor replaces it and thereafter means the
successor.

     "Company Order" means a written
order signed in the name of the Company by two Officers, one of whom must be the
Company's chief executive officer, chief financial officer or principal
accounting officer.

     "Company Request" means a written
request signed in the name of the Company by its Chairman of the Board, a
President or a Vice President, and by either its Chief Financial Officer,
Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and
delivered to the Trustee.

     "Corporate Trust Office" means
the office of the Trustee located in ____________, or such other office as may
be designated by the Trustee to the Company in writing.

     "Debt" of any person as of any
date means, without duplication, all obligations of such person in respect of
borrowed money, including all interest, fees and expenses owed in respect
thereto (whether or not the recourse of the lender is to the whole of the assets
of such person or only to a portion thereof), or evidenced by bonds, notes,
debentures or similar instruments.

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

2




     "Depository" means, with respect
to the Securities of any Series issuable or issued in whole or in part in the
form of one or more Global Securities, the person designated as Depository for
such Series by the Company, which Depository shall be a clearing agency
registered under the Exchange Act; and if at any time there is more than one
such person, "Depository" as used with respect to the Securities of any Series
shall mean the Depository with respect to the Securities of such Series.

     "Designated Senior Indebtedness"
means any of the Company's senior indebtedness that expressly provides that it
is "designated senior indebtedness" for purposes of this Indenture (provided
that the instrument, agreement or other document creating or evidencing such
Senior Indebtedness may place limitations and conditions on the right of such
Senior Indebtedness to exercise the rights of Designated Senior
Indebtedness).

     "Discount Security" means any
Security that provides for an amount less than the stated principal amount
thereof to be due and payable upon declaration of acceleration of the maturity
thereof pursuant to Section 6.2.

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

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

     "Global Security" or "Global
Securities" means a Security or Securities, as the case may be, in the form
established pursuant to Section 2.2 evidencing all or part of a Series of
Securities, issued to the Depository for such Series or its nominee, and
registered in the name of such Depository or nominee.

     "Holder" or "Securityholder"
means a person in whose name a Security is registered or the holder of a Bearer
Security.

     "Indenture" means this Indenture
as amended from time to time and shall include the form and terms of particular
Series of Securities established as contemplated hereunder.

     "interest" with respect to any
Discount Security which by its terms bears interest only after Maturity, means
interest payable after Maturity.

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

     "Officer" means the Chairman of
the Board, any President, any Vice-President, the Chief Financial Officer, the
Treasurer, the Secretary, any Assistant Treasurer or any Assistant Secretary of
the Company.

3




     "Officers' Certificate" means a
certificate signed by two Officers, one of whom must be the Company's principal
executive officer, principal financial officer or principal accounting
officer.

     "Opinion of Counsel" means a
written opinion of legal counsel who is acceptable to the Trustee. The counsel
may be an employee of or counsel to the Company.

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

     "principal" of a Security means
the principal of the Security plus, when appropriate, the premium, if any, on,
and any Additional Amounts in respect of, the Security.

     "Representative" means the (a)
indenture trustee or other trustee, agent or representative for any Senior
Indebtedness or (b) with respect to any Senior Indebtedness that does not have
any such trustee, agent or other representative, (i) in the case of such Senior
Indebtedness issued pursuant to an agreement providing for voting arrangements
as among the holders or owners of such Senior Indebtedness, any holder or owner
of such Senior Indebtedness acting with the consent of the required persons
necessary to bind such holders or owners of such Senior Indebtedness and (ii) in
the case of all other such Senior Indebtedness, the holder or owner of such
Senior Indebtedness.

     "Responsible Officer" means any
officer of the Trustee in its Corporate Trust Office and also means, with
respect to a particular corporate trust matter, any other officer to whom any
corporate trust matter is referred because of his or her knowledge of and
familiarity with a particular subject.

     "SEC" means the Securities and
  Exchange Commission.

      "Securities" has the meaning given
  such item in the preamble hereto. 

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

     "Senior Indebtedness" means the
principal, premium, if any, interest, including any interest accruing after
bankruptcy, and other amounts due on any of our current or future Debt, whether
created, incurred, assumed, guaranteed or in effect guaranteed by us, including
any deferrals, renewals, extensions, refundings, amendments, modifications or
supplements to the above. However, Senior Indebtedness does not include: (i) any
Debt that expressly provides that it shall not be senior in right of payment to
the Securities or expressly provides that it is on the same basis or junior to
the Securities; (ii) any Debt by us to any of our majority-owned subsidiaries;
and (iii) the Securities.

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

4




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

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

     "Subsidiary" of any specified
person means any corporation or company of which at least a majority of the
outstanding stock or shares having by the terms thereof ordinary voting power
for the election of directors of such corporation or company (irrespective of
whether or not at the time stock or shares of any other class or classes of such
corporation or company shall have or might have voting power by reason of the
happening of any contingency) is at the time directly or indirectly owned by
such person, or by one or more other Subsidiaries, or by such person and one or
more other Subsidiaries.

     "TIA" means the Trust Indenture
Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) as in effect on the date of
this Indenture; provided, however, that in the event the Trust Indenture Act of
1939 is amended after such date, "TIA" means, to the extent required by any such
amendment, the Trust Indenture Act as so amended.

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

     Section 1.2. Definitions.


	  	DEFINED IN 
	               
                         
                       TERM 	SECTION 
	"Bankruptcy Law" 	6.1 
	"Custodian" 	6.1 
	"Government Obligations" 	8.3 
	"Legal Holiday" 	10.7 
	"mandatory sinking fund payment" 	11.1 
	"optional sinking fund payment" 	11.1 
	"Paying Agent" 	2.5 
	"Registrar" 	2.5 
	"Service Agent" 	2.5 
	"successor person" 	5.1 



5




     Section 1.3. Incorporation by
Reference of Trust Indenture Act.

     Whenever this Indenture refers to
a provision of the TIA, the provision is incorporated by reference in and made a
part of this Indenture. The following TIA terms used in this Indenture have the
following meanings:

     "Commission" means the SEC. 

     "indenture securities" means the
  Securities.

      "indenture security holder" means
  a Securityholder. 

     "indenture to be qualified" means
  this Indenture. 

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

     "obligor" on the indenture
securities means the Company and any successor obligor upon the Securities.

     All other terms used in this
Indenture that are defined by the TIA, defined by TIA reference to another
statute or defined by SEC rule under the TIA and not otherwise defined herein
are used herein as so defined.

     Section 1.4. Rules of
Construction. 

     Unless the context otherwise requires:


     (a) a term has the meaning
assigned to it;

     (b) an accounting term not
otherwise defined has the meaning assigned to it in accordance with generally
accepted accounting principles;

     (c) "or" is not exclusive;

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

     (e) provisions apply to
successive events and transactions.

ARTICLE II. 
SECURITIES

     Section 2.1. Amount Unlimited;
Issuable in Series.

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

6




     Section 2.2. Establishment of
Terms of Series of Securities.

     At or prior to the issuance of
any Securities within a Series, the following shall be established (as to the
Series generally, in the case of subparagraph 2.2.1 and either as to such
Securities within the Series or as to the Series generally in the case of
subparagraphs 2.2.2 through 2.2.22) by a Board Resolution, a supplemental
indenture or an Officers' Certificate pursuant to authority granted under a
Board Resolution:

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

     2.2.2. any limit upon the
aggregate principal amount of the Securities of the Series which may be
authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the Series pursuant to Section 2.8, 2.9,
2.10, 3.6 or 9.5);

     2.2.3. the forms of the
Securities of the Series in bearer or fully-registered form, whether any
Securities of the Series may be represented initially by a Security in temporary
or permanent global form and, if so, the initial Depository with respect to any
such temporary or permanent global Security and, as applicable, whether and the
circumstances under which beneficial owners of interests in any such temporary
or permanent global Security may exchange such interests for Securities of such
Series and of like tenor of any authorized form and denomination, and any other
terms required for the establishment of a Series of Securities in bearer form,
including, but not limited to, tax compliance procedures;

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

     2.2.5. the person to whom any
interest on any Security of the Series issued in fully-registered form shall be
payable, if other than the person in whose name that Security is registered at
the close of business on the regular record date for such interest, and the
manner in which, the person to whom, any interest on any Security of the Series
issued in bearer form 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 (including any certification requirement
and other terms and conditions under which), any interest payable on a temporary
or permanent global Security on an interest payment date will be paid if other
than as described herein;

7




     2.2.6. the date or dates on which
the principal of the Securities of the Series is payable or the method or
methods, if any, used to determine those dates;

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

     2.2.8. the place or places where
and the manner in which the principal of and interest, if any, on the Securities
of the Series shall be payable, any Securities of the Series issued as
Registered Securities may be surrendered for registration of transfer,
Securities of the Series may be surrendered for exchange and notices and demands
to or upon the Company in respect of the Securities of the Series and this
Indenture may be served;

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

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

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

     2.2.12. the currency or
currencies, including composite currencies, in which payment of the principal of
or interest on the Securities of the Series shall be payable if other than the
currency of the United States, and if so, whether the Securities of the Series
may be satisfied and discharged other than as provided in Article VIII;

     2.2.13 if the amount of payments
of principal of or interest on the Securities of the Series is to be determined
with reference to an index, formula or other method, or based on a coin or
currency other than that in which the Securities of the Series are stated to be
payable, the manner in which such amounts shall be determined and the
calculation agent, if any, with respect thereto;

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

8




     2.2.15. if the Holders of
Securities of the Series may convert or exchange the Securities into or for
securities of the Company or other property, the period or periods within which,
the rate or rates at which and the terms and conditions upon which Securities of
the Series may be converted or exchanged, in whole or in part;

     2.2.16. any terms applicable to
Discount Securities of the Series, if any, including the issue price thereof and
the rate or rates at which the original issue discount will accrue;

     2.2.17. whether the Securities of
the Series, in whole or any specified part, shall not be defeasible pursuant to
Section 8.3 or Section 8.4 or both such Sections and, if other than by an
Officer's Certificate, the manner in which any election by the Company to
defease such Securities shall be evidenced;

     2.2.18. the provisions, if any,
relating to any security provided for the Securities of the Series;

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

     2.2.20. any addition to or change
in the covenants set forth in Articles IV or V which applies to Securities of
the Series;

     2.2.21. any other terms of the
Securities of the Series (which terms shall not be inconsistent with the
provisions of this Indenture, except as permitted by Section 9.1, but which may
modify or delete any provision of this Indenture insofar as it applies to such
Series); and

     2.2.22. any depositories,
interest rate calculation agents, exchange rate calculation agents or other
agents with respect to Securities of such Series if other than those appointed
herein.

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

    

9




  Section 2.3. Authentication and
Delivery of Securities.

     At any time and from time to time
  after the execution and delivery of this Indenture, the Company may deliver any
  Series of Securities executed by the Company to the Trustee for authentication
  by it, and the Trustee shall thereupon authenticate and deliver said Securities
  to or upon a Company Order, without any further corporate action by the Company.
  If the form or terms of such Series of Securities have been established in or
  pursuant to one or more Board Resolutions or a supplemental indenture as
  permitted by this Section 2.3 and Section 2.2, 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 Section 7.1) shall be
  fully protected in relying upon:

     (1) each Board Resolution
relating to such Series of Securities;

     (2) an executed supplemental
indenture, if any, relating to such series of Securities;

     (3) an Officers' Certificate
setting forth the form and terms of the Securities, stating that the form and
terms of the Securities have been established pursuant to Section 2.2 and
subparagraph 2.4.3 and comply with this Indenture, and covering such other
matters as the Trustee may reasonably request;

     (4) an Opinion of Counsel to the
effect that:

          (a)
if the form of such Securities has been established by or pursuant to
resolutions of the Board of Directors of the Company as permitted by
subparagraph 2.4.3 that such form has been established in conformity with the
provisions of this Indenture;

          (b)
if the terms of such Securities have been established by or pursuant to Board
Resolutions as permitted by Section 2.1, that such terms have been established
in conformity with the provisions of this Indenture;

          (c)
that such Securities, when authenticated and delivered by the Trustee and
executed and issued by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will be valid and binding obligations of
the Company, except as any rights thereunder may be limited by bankruptcy,
insolvency and other similar laws affecting the enforcement of creditor's rights
generally and by general equity principles;

          (d)
that all laws and requirements in respect of the execution and delivery by the
Company of such Securities have been complied with and that authentication and
delivery of the Securities by the Trustee will not violate the terms of this
Indenture; and

          (e)
covering such other matters as the Trustee may reasonably request.

     Each Registered Security shall be
dated the date of its authentication. Any Series of Bearer Securities shall be
dated as provided in the Board Resolution or the provisions of the supplemental
indenture creating such Series.

     Section 2.4. Execution of
Securities; Trustee's Certificate of Authentication; Form of Securities.

     2.4.1. Two Officers shall sign
the Securities for the Company by manual or facsimile signature. If an Officer
whose signature is on a Security no longer holds that office at the time the
Security is authenticated, the Security shall nevertheless be valid.

10




     2.4.2. Only such Securities
bearing a certificate of authentication executed by the Trustee by the manual
signature of one of its Responsible Officers, shall be entitled to the benefits
of this Indenture or be valid or obligatory for any purpose. Such certificate by
the Trustee upon any Security executed by the Company shall be conclusive
evidence that the Security so authenticated has been duly authenticated and
delivered hereunder and that the Holder is entitled to the benefits of this
Indenture.

     The Trustee shall have the right
to decline to authenticate and deliver any Securities of such Series: (a) if the
Trustee, being advised by counsel, determines that such action may not lawfully
be taken; or (b) if the Trustee in good faith shall determine that such action
would expose the Trustee to personal liability to Holders of any then
outstanding Series of Securities.

     The Trustee may appoint an
authenticating agent acceptable to the Company to authenticate Securities. An
authenticating agent may authenticate Securities whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as an
Agent to deal with the Company or an Affiliate.

     2.4.3. The Securities of each
series shall be substantially of the tenor and purport as shall be authorized by
a Board Resolution or in an indenture or 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 or designation and such
legends or endorsements thereon as the Board of Directors of the Company may
deem appropriate and as are not inconsistent with the provisions of this
Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any stock
exchange on which the Securities may be listed, or to conform to usage.

     The definitive Securities may be
printed, lithographed or fully or partly engraved or produced in any other
manner, all as determined by the officers executing such Securities, as
evidenced by their executions thereof.

     Section 2.5. Registrar and Paying
Agent.

     The Company shall maintain, with
respect to each Series of Securities, an office or agency where Securities of
such Series may be presented or surrendered for payment ("Paying Agent"), where
Securities of such Series may be surrendered for registration of transfer or
exchange ("Registrar") and where notices and demands to or upon the Company in
respect of the Securities of such Series and this Indenture may be served
("Service Agent"). The Registrar shall keep a register with respect to each
Series of Securities and to their transfer and exchange. The Corporate Trust
Office of the Trustee shall be such office or agency for all of the aforesaid
purposes unless the Company shall maintain some other office or agency for such
purposes and The Company will give prompt written notice to the Trustee of the
name and address, and any change in the name or address, of each Registrar,
Paying Agent or Service Agent. If at any time the Company shall fail to maintain
any such required Registrar, Paying Agent or Service Agent or shall fail to
furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

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     The Company may also from time to
time designate one or more co-registrars, additional paying agents or additional
service agents and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Company of its obligations to maintain a Registrar, Paying Agent and Service
Agent in each place so specified pursuant to Section 2.2 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 name or
address of any such co-registrar, additional paying agent or additional service
agent. The term "Registrar" includes any co-registrar; the term "Paying Agent"
includes any additional paying agent; and the term "Service Agent" includes any
additional service agent.

     The Company hereby appoints the
Trustee the initial Registrar, Paying Agent and Service Agent for each Series
unless another Registrar, Paying Agent or Service Agent, as the case may be, is
appointed prior to the time Securities of that Series are first issued.

     Section 2.6. Paying Agent to Hold
Money in Trust.

     The Company shall require each
Paying Agent other than the Trustee to agree in writing that the Paying Agent
will hold in trust, for the benefit of Securityholders of any Series of
Securities, or the Trustee, all money held by the Paying Agent for the payment
of principal of or interest on the Series of Securities, and will notify the
Trustee of any default by the Company in making any such payment. While any such
default continues, the Trustee may require a Paying Agent to pay all money held
by it to the Trustee. The Company at any time may require a Paying Agent to pay
all money held by it to the Trustee. Upon payment over to the Trustee, the
Paying Agent (if other than the Company or a Subsidiary) shall have no further
liability for the money. If the Company or a Subsidiary acts as Paying Agent, it
shall segregate and hold in a separate trust fund for the benefit of
Securityholders of any Series of Securities all money held by it as Paying
Agent.

     Section 2.7. Securityholder
Lists.

     The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Securityholders of each Series of Securities and
shall otherwise comply with TIA Section 312(a). If the Trustee is not the
Registrar, the Company shall furnish to the Trustee at least ten days before
each interest payment date and at such other times as the Trustee may request in
writing a list, in such form and as of such date as the Trustee may reasonably
require, of the names and addresses of Securityholders of each Series of
Securities.

    

12




  
  

 Section 2.8. Transfer and
Exchange.

     Upon surrender for registration
of transfer of any Security at the office or agency of the Company designated
for such purposes, the Company shall execute, and the Trustee shall authenticate
and deliver, in the name of the designated transferee or transferees, one or
more new Securities of any authorized denomination or denominations of a like
aggregate principal amount and tenor. No service charge shall be made for any
registration of transfer or exchange (except as otherwise expressly permitted
herein), but the Company may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer tax or similar governmental charge payable upon
exchanges pursuant to Sections 2.12, 3.6 or 9.5) .

     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 or denominations,
of a like aggregate principal amount and tenor, upon surrender of the Securities
to be exchanged at such office or agency. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive. Bearer Securities may not be issued in exchange for
Registered Securities.

     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 exchange shall be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Registrar duly executed, by the Holder
thereof or his attorney duly authorized in writing.

     Neither the Company nor the
Registrar shall be required (a) to issue, register the transfer of, or exchange
Securities of any Series for the period beginning at the opening of business 15
days immediately preceding the mailing of a notice of redemption of Securities
of that Series selected for redemption and ending at the close of business on
the day of such mailing, or (b) to register the transfer of or exchange
Securities of any Series selected, called or being called for redemption as a
whole or the portion being redeemed of any such Securities selected, called or
being called for redemption in part.

     Section 2.9. Mutilated,
Destroyed, Lost and Stolen Securities.

     If any mutilated Security is
surrendered to the Trustee, 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.

     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 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 has been acquired by a bona fide purchaser, the Company shall execute and upon its
request the Trustee shall authenticate and make available for delivery, in lieu
of any such destroyed, lost or stolen Security, a new Security of the same
Series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

13




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

     Upon the issuance of any new
Security under this Section 2.9, 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
issued pursuant to this Section in lieu of any destroyed, lost or stolen
Security shall constitute an original additional contractual obligation of the
Company, whether or not the destroyed, lost or stolen Security shall be at any
time enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of that
Series 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.

     Section 2.10. Outstanding
Securities.

     The Securities outstanding at any
time are all the Securities authenticated by the Trustee except for those
canceled by it, those delivered to it for cancellation, those reductions in the
interest on a Global Security effected by the Trustee in accordance with the
provisions hereof and those described in this Section as not outstanding.

     If a Security is replaced
pursuant to Section 2.9, it ceases to be outstanding until the Trustee receives
proof satisfactory to it that the replaced Security is held by a bona fide
purchaser.

     If the Paying Agent (other than
the Company, a Subsidiary or an Affiliate of any thereof) holds on the Maturity
of Securities of a Series money sufficient to pay such Securities payable on
that date, then on and after that date such Securities of the Series cease to be
outstanding and interest on them ceases to accrue.

     A Security does not cease to be
outstanding because the Company or an Affiliate holds the Security.

     In determining whether the
Holders of the requisite principal amount of outstanding Securities have given
any request, demand, authorization, direction, notice, consent or waiver
hereunder, the principal amount of a Discount Security that shall be deemed to
be outstanding for such purposes shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a declaration
of acceleration of the Maturity thereof pursuant to Section 6.2.

14




     Section 2.11. Treasury
Securities.

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

     Section 2.12. Temporary
Securities.

     Until definitive Securities are
ready for delivery, the Company may prepare and the Trustee shall authenticate
temporary Securities upon a Company Order. Temporary Securities shall be
substantially in the form of definitive Securities but may have variations that
the Company considers appropriate for temporary Securities. Without unreasonable
delay, the Company shall prepare and the Trustee upon request shall authenticate
definitive Securities of the same Series and date of maturity in exchange for
temporary Securities. Until so exchanged, temporary Securities shall have the
same rights under this Indenture as the definitive Securities.

     Section 2.13. Cancellation.

     The Company at any time may
deliver Securities to the Trustee for cancellation. The Registrar and the Paying
Agent shall forward to the Trustee any Securities surrendered to them for
registration of transfer, exchange or payment. The Trustee shall cancel all
Securities surrendered for transfer, exchange, payment, replacement or
cancellation and shall destroy such canceled Securities (subject to the record
retention requirement of the Exchange Act) and deliver a certificate of such
destruction to the Company, unless the Company otherwise directs. The Company
may not issue new Securities to replace Securities that it has paid or delivered
to the Trustee for cancellation.

     Section 2.14. Defaulted
Interest.

     Unless the terms of a Series of
Securities adopted pursuant to Section 2.2 shall provide otherwise, if the
Company defaults in a payment of interest on a Series of Securities, it shall
pay the defaulted interest, plus, to the extent permitted by law, any interest
payable on the defaulted interest, to the persons who are Securityholders of the
Series on a subsequent special record date. The Company shall fix the record
date and payment date. At least 30 days before the record date, the Company
shall mail to the Trustee and to each Securityholder of the Series a notice that
states the record date, the payment date and the amount of interest to be paid.
The Company may pay defaulted interest in any other lawful manner.

   

15




  
  

    Section 2.15. Global
Securities.

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

     2.15.2. Transfer and Exchange.
Notwithstanding any provisions to the contrary contained in Section 2.8 of the
Indenture and in addition thereto, any Global Security shall be exchangeable
pursuant to Section 2.8 of the Indenture for Securities registered in the names
of Holders other than the Depository for such Security or its nominee only if
(i) such Depository notifies the Company that it is unwilling or unable to
continue as Depository for such Global Security or if at any time such
Depository ceases to be a clearing agency registered under the Exchange Act,
and, in either case, the Company fails to appoint a successor Depository within
90 days of such event, (ii) the Company executes and delivers to the Trustee an
Officers' Certificate to the effect that such Global Security shall be so
exchangeable or (iii) an Event of Default with respect to the Securities
represented by such Global Security shall have happened and be continuing. Any
Global Security that is exchangeable pursuant to the preceding sentence shall be
exchangeable for Securities registered in such names as the Depository shall
direct in writing in an aggregate principal amount equal to the principal amount
of the Global Security with like tenor and terms.

     Except as provided in this
Section 2.15.2, a Global Security may not be transferred except as a whole by
the Depository with respect to such Global Security to a nominee of such
Depository, by a nominee of such Depository to such Depository or another
nominee of such Depository or by the Depository or any such nominee to a
successor Depository or a nominee of such a successor Depository.

     2.15.3. Legend. Any Global
Security issued hereunder shall bear a legend in substantially the following
form:

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

     2.15.4. Acts of Holders. The
Depository, as a Holder, may appoint agents and otherwise authorize participants
to give or take any request, demand, authorization, direction, notice, consent,
waiver or other action which a Holder is entitled to give or take under the
Indenture.

16




     2.15.5. Payments. Notwithstanding
the other provisions of this Indenture, unless otherwise specified as
contemplated by Section 2.2, payment of the principal of and interest, if any,
on any Global Security shall be made to the Holder thereof.

     2.15.6. Consents, Declaration and
Directions. Except as provided in subparagraph 2.15.5, the Company, the Trustee
and any Agent shall treat a person as the Holder of such principal amount of
outstanding Securities of such Series represented by a Global Security as shall
be specified in a written statement of the Depository with respect to such
Global Security, for purposes of obtaining any consents, declarations, waivers
or directions required to be given by the Holders pursuant to this
Indenture.

     Section 2.16. CUSIP Numbers.

     The Company in issuing the
Securities may use "CUSIP" numbers (if then generally in use), and, if so, the
Trustee shall use "CUSIP" numbers 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 a redemption and that reliance may be placed only on
the other elements of identification printed on the Securities, and any such
redemption shall not be affected by any defect in or omission of such
numbers.

ARTICLE III.
 REDEMPTION

     Section 3.1. Notice to
Trustee.

     The Company may, with respect to
any Series of Securities, reserve the right to redeem and pay the Series of
Securities or may covenant to redeem and pay the Series of Securities or any
part thereof prior to the Stated Maturity thereof at such time and on such terms
as provided for in such Securities. If a Series of Securities is redeemable and
the Company wants or is obligated to redeem prior to the Stated Maturity thereof
all or part of the Series of Securities pursuant to the terms of such
Securities, it shall notify the Trustee of the redemption date and the principal
amount of Series of Securities to be redeemed. The Company shall give the notice
at least 45 days before the redemption date (or such shorter notice as may be
acceptable to the Trustee).

     Section 3.2. Selection of
Securities to be Redeemed.

     Unless otherwise indicated for a
particular Series by a Board Resolution, a supplemental indenture or an
Officers' Certificate, if less than all the Securities of a Series are to be
redeemed, the Trustee shall select the Securities of the Series to be redeemed
by lot or in any other manner that the Trustee deems fair and appropriate. The
Trustee shall make the selection from Securities of the Series outstanding not
previously called for redemption. The Trustee may select for redemption portions
of the principal of Securities of the Series that have denominations larger than
$1,000. Securities of the Series and portions of them it selects shall be in
amounts of $1,000 or whole multiples of $1,000 or, with respect to Securities of
any Series issuable in other denominations pursuant to Section 2.2.11, the minimum principal
denomination for each Series and integral multiples thereof. Provisions of this
Indenture that apply to Securities of a Series called for redemption also apply
to portions of Securities of that Series called for redemption.

17




     Section 3.3. Notice of
Redemption.

     Unless otherwise indicated for a
particular Series by Board Resolution, a supplemental indenture hereto or an
Officers' Certificate, at least 30 days but not more than 60 days before a
redemption date, the Company shall mail a notice of redemption by first-class
mail to each Holder whose Securities are to be redeemed and if any Bearer
Securities are outstanding, publish on one occasion a notice in an Authorized
Newspaper.

     The notice shall identify the
Securities of the Series to be redeemed and shall state: 

          (a)
the redemption date; 

          (b)
the redemption price; 

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

          (d)
that Securities of the Series called for redemption must be surrendered to the
Paying Agent to collect the redemption price;

          (e)
that interest on Securities of the Series called for redemption ceases to accrue
on and after the redemption date; and

          (f)
any other information as may be required by the terms of the particular Series
or the Securities of a Series being redeemed.

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

     Section 3.4. Effect of Notice of
Redemption.

     Once notice of redemption is
mailed or published as provided in Section 3.3, Securities of a Series called
for redemption become due and payable on the redemption date and at the
redemption price. A notice of redemption may not be conditional. Upon surrender
to the Paying Agent, such Securities shall be paid at the redemption price plus
accrued interest to the redemption date.

     Section 3.5. Deposit of
Redemption Price.

     On or before the redemption date,
the Company shall deposit with the Paying Agent money sufficient to pay the
redemption price of and accrued interest, if any, on all Securities to be
redeemed on that date.

18




     Section 3.6. Securities Redeemed
in Part.

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

ARTICLE IV.
 COVENANTS

     Section 4.1. Payment of Principal
and Interest.

     The Company covenants and agrees
for the benefit of the Holders of each Series of Securities that it will duly
and punctually pay the principal of and interest, if any, on the Securities of
that Series in accordance with the terms of such Securities and this
Indenture.

     Section 4.2. SEC Reports.

     The Company shall deliver to the
Trustee within 15 days after it files them with the SEC, 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 SEC may by rules and regulations
prescribe) which the Company is required to file with the SEC pursuant to
Section 13 or 15(d) of the Exchange Act. The Company also shall comply with the
other provisions of TIA Section 314(a).

     Section 4.3. Compliance
Certificate.

     The Company shall deliver to the
Trustee, within 120 days after the end of each fiscal year of the Company, an
Officers' Certificate stating that a review of the activities of the Company and
its Subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officers with a view to determining whether the
Company has kept, observed, performed and fulfilled its obligations under this
Indenture, and further stating, as to each such Officer signing such
certificate, that to the best of his knowledge the Company has kept, observed,
performed and fulfilled each and every covenant contained in this Indenture and
is not in default in the performance or observance of any of the terms,
provisions and conditions hereof (or, if a Default or Event of Default shall
have occurred, describing all such Defaults or Events of Default of which he may
have knowledge).

     The Company will, so long as any
of the Securities are outstanding, deliver to the Trustee, forthwith upon
becoming aware of any Default or Event of Default, an Officers' Certificate
specifying such Default or Event of Default and what action the Company is
taking or proposes to take with respect thereto.

     Section 4.4. Stay, Extension and
Usury Laws.

     The Company covenants (to the
extent that it may lawfully do so) that it will not at any time insist upon,
plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay, extension or usury law wherever enacted, now or at any time hereafter
in force, which may affect the covenants or the performance of this Indenture
or the Securities; and the Company (to the extent it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law and covenants that it
will not, by resort to any such law, 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 has been enacted.

19




     Section 4.5. Corporate
Existence.

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

ARTICLE V. 
SUCCESSORS

     Section 5.1. When Company May
Merge, Etc.

     The Company shall not consolidate
with or merge with or into any other person or convey, transfer or lease its
properties and assets substantially as an entirety to any person, unless:

     (a) either (1) the Company shall
be the continuing corporation or (2) the person (if other than the Company)
formed by such consolidation or into which the Company is merged or the person
which acquires by conveyance, transfer or lease the properties and assets of the
Company substantially as an entirety (i) shall be a corporation, partnership,
limited liability company, trust or other entity organized and validly existing
under the laws of the United States or any state thereof or the District of
Columbia and (ii) shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the Trustee, in form satisfactory to the Trustee, all
of the obligations of the Company under the Securities and this Indenture;

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

     (c) the Company shall have
delivered to the Trustee an Officer's Certificate and an Opinion of Counsel,
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
satisfied.

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     Section 5.2. Successor
Corporation Substituted.

     Upon any consolidation or merger,
or any sale, lease, conveyance or other disposition of the properties and assets
substantially as an entirety of the Company in accordance with Section 5.1, the
successor person formed by any such consolidation or into which the Company is
merged or the successor person 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 had been named as the Company herein; and thereafter, except in the
case of a lease of its properties and assets substantially as an entirety, the
Company shall be discharged from all obligations and covenants under this
Indenture and the Securities. 

ARTICLE VI. 
DEFAULTS AND REMEDIES

     Section 6.1. Events of
Default.

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

     (a) the Company defaults in (i)
the payment of the principal of any Security of such Series at its Maturity or
(ii) the payment of any interest on any Security of that Series when it becomes
due and payable, and continuance of such default for a period of 30 days (unless
the entire amount of such payment is deposited by the Company with the Trustee
or with a Paying Agent prior to the expiration of such period of 30 days);

     (b) the Company fails to comply
with any of its agreements in the Securities or this Indenture (other than those
referred to in clause (a) above and other than a covenant or warranty a default
in whose performance or whose breach is elsewhere in this Section specifically
deal with or which has been expressly included in this Indenture solely for the
benefit of a Series of Securities other than such Series) and such failure
continues for 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;


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

          (i)
commences a voluntary case, 

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

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

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          (iv)
makes a general assignment for the benefit of its creditors, or

          (v)
generally is unable to pay its debts as the same become due; or

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

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

          (ii)
appoints a Custodian of the Company for all or substantially all of its
property, or

          (iii)
orders the liquidation of the Company or any of its Significant Subsidiaries,
and the order or decree remains unstayed and in effect for 60 days; or

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

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

     Section 6.2. Acceleration of
Maturity; Rescission and Annulment.

     If an Event of Default with
respect to Securities of any Series at the time outstanding occurs and is
continuing (other than an Event of Default referred to in Section 6.1(c) or (d))
then in every such case the Trustee or the Holders of not less than 25% in
principal amount of the outstanding Securities of that Series may declare the
principal amount (or, if any Securities of that Series are Discount Securities,
such portion of the principal amount as may be specified in the terms of such
Securities) of and accrued and unpaid interest, if any, on all of the Securities
of that Series to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by Holders), and upon any such declaration
such principal amount (or specified amount) and accrued and unpaid interest, if
any, shall become immediately due and payable. If an Event of Default specified
in Section 6.1(c) or (d) shall occur, the principal amount (or specified amount)
of and accrued and unpaid interest, if any, on all outstanding Securities shall
ipso facto become and be immediately due and payable without any declaration or
other act on the part of the Trustee or any Holder.

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

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     (a) the Company has paid or
deposited with the Trustee a sum sufficient to pay:

          (i)
all overdue interest, if any, on all Securities of that Series,

          (ii)
the principal of any 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,

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

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

     (b) all Events of Default with
respect to Securities of that Series, other than the non-payment of the
principal of Securities of that Series which have become due solely by such
declaration of acceleration, have been cured or waived as provided in Section
6.13.

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

     Section 6.3. Collection of
Indebtedness and Suits for Enforcement by Trustee.

     The Company covenants that if

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

     (b) default is made in the
payment of principal of any Security at the Maturity thereof, or

     (c) default is made in the
deposit of any sinking fund payment when and as due by the terms of a
Security,

then, the Company will, upon demand of the Trustee, pay to it,
for the benefit of the Holders of such Securities, the whole amount then due and
payable on such Securities for principal and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal or 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, may prosecute such proceeding to judgment or final
decree and may enforce the same against the Company or any other obligor
upon such Securities and collect the moneys adjudged or deemed to be payable in
the manner provided by law out of the property of the Company or any other
obligor upon such Securities, wherever situated.

23




     If an Event of Default with
respect to any 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 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 6.4. Trustee May File
Proofs of Claim.

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

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

     (b) to collect and receive any
moneys or other property payable or deliverable on any such claims and to
distribute the same, and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee and, in the event
that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.7.

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

     Section 6.5. Trustee May Enforce
Claims Without Possession of Securities.

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

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     Section 6.6. Application of Money
Collected.

     Any money collected by the
Trustee pursuant to this Article VI 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 interest, upon presentation of the Securities
and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid:

          First:
To the payment of all amounts due the Trustee under Section 7.7; and

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

          Third:
To the Company.

     Section 6.7. Limitation on
Suits.

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

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

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

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

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

     (e) no direction inconsistent
with such written request has been given to the Trustee during such 60-day
period by the Holders of a majority 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 of 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 ratable benefit of all such Holders.

25




     Section 6.8. Unconditional Right
of Holders to Receive Principal and Interest.

     Notwithstanding any other
provision in this Indenture, the right, which is absolute and unconditional, of
any Holder of any Security to receive payment of the principal of and interest
on such Security on the Stated Maturity or Maturities expressed in such Security
(or in the case of redemption, on the redemption date) held by such Holder, on
or after the respective due dates expressed in the Securities or any redemption
date, or to bring suit for the enforcement of any such payment on or after the
respective dates, shall not be impaired or affected adversely without the
consent of each such Holder.

          Section
6.9. Restoration of Rights and Remedies.

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

     Section 6.10. Rights and Remedies
Cumulative.

     Except as otherwise provided with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Securities in Section 2.9, no right or remedy herein conferred upon or reserved
to the Trustee or to the Holders is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

     Section 6.11. Delay or Omission
Not Waiver.

     No delay or omission of the
Trustee or of any Holder of any Securities 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 VI 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.

  

26




  
  

     Section 6.12. Control by
Holders.

     The Holders of a majority in
principal amount of the outstanding Securities of any Series shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee, with respect to the Securities of such Series. However, the Trustee
may refuse to follow any direction that conflicts with law or this Indenture or
that the Trustee determines in good faith is unduly prejudicial to the rights of
other Holders or would involve the Trustee in personal liability.

     Section 6.13. Waiver of Past
Defaults.

     The Holders of a majority in
aggregate principal amount of the outstanding Securities of any Series, by
notice to the Trustee (and without notice to any other Holder), may on behalf of
the Holders of all of the Securities of such Series waive an existing Default
with respect to such Series and its consequences except that the consent of the
Holders of 100% of the Securities of such Series shall be required to waive (a)
an Event of Default described in Section 6.1(a) with respect to such Series or
(b) a Default in respect of a provision that under Section 9.2 cannot be amended
without the consent of the Holder of each outstanding Security of the Series
affected. When a Default is waived, it is deemed cured, but no such waiver shall
extend to any subsequent or other Default or impair any consequent right.

     Section 6.14. Undertaking for
Costs.

     All parties to this Indenture
agree, and each Holder of any Security by his acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken, suffered or omitted by it as Trustee,
the filing by any party litigant in such suit of an undertaking to pay the costs
of such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section 6.14 shall not apply to
any suit instituted by the Company, to any suit instituted by the Trustee, to
any suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in principal amount of the outstanding Securities of any Series,
or to any suit instituted by any Holder for the enforcement of the payment of
the principal of or interest on any Security on or after the Stated Maturity or
Stated Maturities expressed in such Security (or, in the case of redemption, on
the redemption date).

ARTICLE VII. 
TRUSTEE

     Section 7.1. Duties of
Trustee.

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

    27




  
  

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

          (i)
The Trustee need perform only those duties that are specifically set forth in
this Indenture and no others. The permissive right of the Trustee to take or
refrain from taking any action hereunder shall not be construed as a duty.

          (ii)
In the absence of bad faith on its part, the Trustee may conclusively rely, as
to the truth of the statements and the correctness of the opinions expressed
therein, upon Officers' Certificates or Opinions of Counsel furnished to the
Trustee and conforming to the requirements of this Indenture; however, in the
case of any such Officers' Certificates or Opinions of Counsel which by any
provisions hereof are specifically required to be furnished to the Trustee, the
Trustee shall examine such Officers' Certificates and Opinions of Counsel to
determine whether or not they conform to the requirements of this Indenture.

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

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

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

          (iii)
The Trustee shall not be liable with respect to any action taken, suffered or
omitted to be taken by it with respect to Securities of any Series in good faith
in accordance with the direction of the Holders of a majority in principal
amount of the outstanding Securities of such Series relating to the time, method
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred upon the Trustee, under this
Indenture with respect to the Securities of such Series.

     (d) Every provision of this
Indenture that in any way relates to the Trustee is subject to paragraph (a),
(b) and (c) of this Section 7.1.

     (e) The Trustee may refuse to
perform any duty or exercise any right or power unless it receives indemnity
satisfactory to it against any loss, liability or expense.

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

     (g) No provision of this
Indenture shall require the Trustee to risk its own funds or otherwise incur any
financial liability in the performance of any of its duties, 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
is not reasonably assured to it.

28




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

     Section 7.2. Rights of
Trustee.

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

     (b) 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 such Officers' Certificate or Opinion of
Counsel.

     (c) The Trustee may act through
agents and shall not be responsible for the misconduct or negligence of any
agent appointed with due care. No Depository shall be deemed an agent of the
Trustee and the Trustee shall not be responsible for any act or omission by any
Depository.

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

     (e) 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.

     (f) 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 unless
such Holders shall have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction.

     Section 7.3. Individual Rights of
Trustee.

     The Trustee in its individual or
any other capacity may become the owner or pledgee of Securities and may
otherwise deal with the Company or an Affiliate with the same rights it would
have if it were not Trustee. Any Agent may do the same with like rights. The
Trustee is also subject to Sections 7.10 and 7.11.

     Section 7.4. Trustee's
Disclaimer.

     The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Securities, it shall not be accountable for the Company's
use of the proceeds from the Securities, and it shall not be responsible for any
statement or recital herein or any statement in the Securities or any other
document in connection with the sale of the Securities or pursuant to this
Indenture other than its authentication.

29




     Section 7.5. Notice of
Defaults.

     If a Default or Event of Default
occurs and is continuing with respect to the Securities of any Series and if it
is known to a Responsible Officer of the Trustee, the Trustee shall mail to each
Securityholder of the Securities of that Series and, if any Bearer Securities
are outstanding, publish on one occasion in an Authorized Newspaper, notice of a
Default or Event of Default within 90 days after it occurs or, if later, after a
Responsible Officer of the Trustee has knowledge of such Default or Event of
Default. Except in the case of a Default or Event of Default in payment of
principal of or interest on any Security of any Series, the Trustee may withhold
the notice if and so long as its corporate trust committee or a committee of its
Responsible Officers in good faith determines that withholding the notice is in
the interests of Securityholders of that Series.

     Section 7.6. Reports by Trustee
to Holders.

     Within 60 days after [date] in
each year, the Trustee shall transmit by mail to all Securityholders, as their
names and addresses appear on the register kept by the Registrar and, if any
Bearer Securities are outstanding, publish in an Authorized Newspaper, a brief
report dated as of such [date], in accordance with, and to the extent required
under, TIA Section 313.

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

     Section 7.7. Compensation and
Indemnity.

     The Company shall pay to the
Trustee from time to time reasonable compensation for its services. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee upon
request for all reasonable out-of-pocket expenses incurred by it. Such expenses
shall include the reasonable compensation and expenses of the Trustee's agents
and counsel.

     The Company shall indemnify the
Trustee (including the cost of defending itself) against any loss, liability or
expense incurred by it except as set forth in the next paragraph in the
performance of its duties under this Indenture as Trustee or Agent. The Trustee
shall notify the Company promptly of any claim for which it may seek indemnity.
The Company shall defend the claim and the Trustee shall cooperate in the
defense. The Trustee may have separate counsel and the Company shall pay the
reasonable fees and expenses of such counsel. The Company need not pay for any
settlement made without its consent, which consent shall not be unreasonably
withheld. This indemnification shall apply to officers, directors, employees,
shareholders and agents of the Trustee.

30




     The Company need not reimburse
any expense or indemnify against any loss or liability determined by a court to
have been incurred by the Trustee or by any officer, director, employee,
shareholder or agent of the Trustee through negligence or bad faith.

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

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

     Section 7.8. Replacement of
Trustee.

     A resignation or removal of the
Trustee and appointment of a successor Trustee shall become effective only upon
the successor Trustee's acceptance of appointment as provided in this Section
7.8.

     The Trustee may resign with
respect to the Securities of one or more Series by so notifying the Company. The
Holders of a majority in principal amount of the Securities of any Series may
remove the Trustee with respect to that Series by so notifying the Trustee and
the Company in writing. The Company may remove the Trustee with respect to
Securities of one or more Series if:

     (a) the Trustee fails to comply
with Section 7.10;

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

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

     (d) the Trustee becomes incapable
of acting.

     If the Trustee resigns or is
removed or if a vacancy exists in the office of Trustee for any reason, the
Company shall promptly appoint a successor Trustee. Within one year after the
successor Trustee takes office, the Holders of a majority in principal amount of
the then outstanding Securities may appoint a successor Trustee to replace the
successor Trustee appointed by the Company.

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

31




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

     A successor Trustee shall deliver
a written acceptance of its appointment to the retiring Trustee and to the
Company. Immediately after that, the retiring Trustee shall transfer all
property held by it as Trustee to the successor Trustee subject to the lien
provided for in Section 7.7, the resignation or removal of the retiring Trustee
shall become effective, and the successor Trustee shall have all the rights,
powers and duties of the Trustee with respect to each Series of Securities for
which it is acting as Trustee under this Indenture. A successor Trustee shall
mail a notice of its succession to each Securityholder of each such Series and,
if any Bearer Securities are outstanding, publish such notice on one occasion in
an Authorized Newspaper. Notwithstanding replacement of the Trustee pursuant to
this Section 7.8, the Company's obligations under Section 7.7 hereof shall
continue for the benefit of the retiring trustee with respect to reasonable
expenses and liabilities incurred by it prior to such replacement.

     Section 7.9. Successor Trustee by
Merger, Etc.

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

     Section 7.10. Eligibility;
Disqualification.

     This Indenture shall always have
a Trustee who satisfies the requirements of TIA Section 310(a)(1), (2) and (5).
The Trustee shall always have a combined capital and surplus of at least
$25,000,000 as set forth in its most recent published annual report of
condition. The Trustee shall comply with TIA Section 310(b).

     Section 7.11. Preferential
Collection of Claims Against Company.

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

ARTICLE VIII.
SATISFACTION AND DISCHARGE; DEFEASANCE

     Section 8.1. Satisfaction and
Discharge of Indenture.

     This Indenture shall upon Company
Order cease to be of further effect (except as hereinafter provided in this
Section 8.1), and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture,
when

     (a) either

32




          (i)
all Securities theretofore authenticated and delivered (other than Securities
that have been destroyed, lost or stolen and that have been replaced or paid)
have been delivered to the Trustee for cancellation; or

          (ii)
all such Securities not theretofore delivered to the Trustee for cancellation
pursuant to (i) above

               (1)
have become due and payable, or

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

               (3)
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, or

               (4)
are deemed paid and discharged pursuant to Section 8.3, as applicable;

and the Company, in the case of (1), (2) or (3) above, has
deposited or caused to be deposited with the Trustee in trust an amount, without
reinvestment, which is sufficient for the purpose of paying and discharging the
entire indebtedness on such Securities not theretofore delivered to the Trustee
for cancellation, for principal and interest to the date of such deposit (in the
case of Securities which have become due and payable on or prior to the date of
such deposit) or to the Stated Maturity or redemption date, as the case may
be;

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

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

     Notwithstanding the satisfaction
and discharge of this Indenture, the obligations of the Company to the Trustee
under Section 7.7, and, if money shall have been deposited with the Trustee
pursuant to clause (a) of this Section, the provisions of Sections 2.5, 2.8,
2.9, 8.1, 8.2 and 8.5 shall survive.

     Section 8.2. Application of Trust
Funds; Indemnification.

     (a) Subject to the provisions of
Section 8.5, all money deposited with the Trustee pursuant to Section 8.1, all
money and Government Obligations deposited with the Trustee pursuant to Section
8.3 or 8.4 and all money received by the Trustee in respect of Government
Obligations deposited with the Trustee pursuant to Section 8.3 or 8.4, shall be
held in trust and applied by it, in accordance with the provisions of the
Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the persons
entitled thereto, of the principal and interest for whose payment such money has
been deposited with or received by the Trustee or to make mandatory sinking fund
payments or analogous payments as contemplated by Sections 8.3 or 8.4.

33




     (b) The Company shall pay and
shall indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against Government Obligations deposited pursuant to Sections 8.3 or
8.4 or the interest and principal received in respect of such Government
Obligations other than any payable by or on behalf of Holders.

     (c) The Trustee shall deliver or
pay to the Company from time to time upon Company Request any Government
Obligations or money held by it as provided in Sections 8.3 or 8.4 which, in the
opinion of a nationally recognized firm of independent certified public
accountants expressed in a written certification thereof delivered to the
Trustee, are then in excess of the amount thereof which then would have been
required to be deposited for the purpose for which such Government Obligations
or money were deposited or received. This provision shall not authorize the sale
by the Trustee of any Government Obligations held under this Indenture.

     Section 8.3. Legal Defeasance of
Securities of any Series.

     Unless this Section 8.3 is
otherwise specified, pursuant to subparagraph 2.2.17, to be inapplicable to
Securities of any Series, the Company shall be deemed to have paid and
discharged the entire indebtedness on all the outstanding Securities of such
Series on the date of the deposit referred to in subparagraph (c)(1) hereof, and
the provisions of this Indenture, as it relates to such outstanding Securities
of such Series, shall no longer be in effect (and the Trustee, at the expense of
the Company, shall, at Company Request, execute proper instruments acknowledging
the same), except as to:

     (a) the rights of Holders of
Securities of such Series to receive, from the trust funds described in
subparagraph (c)(1) hereof, (i) payment of the principal of and each installment
of principal of and interest on the outstanding Securities of such Series on the
Stated Maturity of such principal or installment of principal or interest and
(ii) the benefit of any mandatory sinking fund payments applicable to the
Securities of such Series on the day on which such payments are due and payable
in accordance with the terms of this Indenture and the Securities of such
Series;

     (b) the provisions of Sections
2.5, 2.8, 2.9, 8.2, 8.3 and 8.5; and (c) the rights, powers, trust and
immunities of the Trustee hereunder; provided that, the following conditions
shall have been satisfied:        

34




  (1)
The Company shall have irrevocably deposited with the Trustee, in trust, (i)
sufficient funds in the currency or currency unit in which the Securities of
such Series are denominated to pay, without reinvestment, the principal of and
interest to Stated Maturity (or redemption) on, the Securities of such Series,
or (ii) such amount of direct obligations of, or obligations the principal of and interest on which are fully
guaranteed by, the government which issued the currency in which the Securities
of such series are denominated ("Government Obligations"), and which are not
subject to prepayment, redemption or call, as will, together with the
predetermined and certain income to accrue thereon without consideration of any
reinvestment thereof, be sufficient to pay when due the principal of, and
interest to Stated Maturity (or redemption) on, the Securities of such
Series.

          (2)
The Company shall have delivered to the Trustee an Opinion of Counsel that the
Company has met all of the conditions precedent to such defeasance and based on
the fact that (x) the Company has received from the Internal Revenue Service a
ruling or (y), since the date hereof, there has been a change in the applicable
United States federal income tax law, in either case to the effect that, and
such opinion shall confirm that, the Holders of the Securities of such Series
will not recognize income, gain or loss for United States federal income tax
purposes as a result of such deposit, defeasance and discharge and will be
subject to United States federal income tax on the same amount and in the same
manner and at the same times, as would have been the case if such deposit,
defeasance and discharge had not occurred.

     Section 8.4. Covenant
Defeasance.

     Unless this Section 8.4 is
otherwise specified pursuant to subparagraph 2.2.17 to be inapplicable to
Securities of any Series, on the date of the deposit referred to in subparagraph
(a) hereof, the Company may omit to comply with any term, provision or condition
set forth under Sections 4.2, 4.3, 4.4, 4.5 and 5.1 as well as any additional
covenants contained in a supplemental indenture hereto for a particular Series
of Securities or a Board Resolution or an Officers' Certificate delivered
pursuant to Section 2.2.21 (and the failure to comply with any such covenants
shall not constitute a Default or Event of Default under Section 6.1) and the
occurrence of any event described in clause (e) of Section 6.1 shall not
constitute a Default or Event of Default hereunder, with respect to the
Securities of such Series, provided that the following conditions shall have
been satisfied:

     (a) The Company shall have
irrevocably deposited with the Trustee, in trust, (i) sufficient funds in the
currency or currency unit in which the Securities of such Series are denominated
to pay the principal of and interest to Stated Maturity (or redemption) on, the
Securities of such Series, or (ii) such amount of Government Obligations, which
are not subject to prepayment, redemption or call, as will, together with the
predetermined and certain income to accrue thereon without consideration of any
reinvestment thereof, be sufficient to pay when due the principal of, and
interest to Stated Maturity (or redemption) on, the Securities of such
Series.

     (b) The Company has delivered to
the Trustee an Opinion of Counsel that the Company has met all of the conditions
precedent to such defeasance and to the effect that, and such opinion shall
confirm that, the Holders of the Securities of such Series will not recognize
income, gain or loss for United States federal income tax purposes as a result
of such deposit and covenant defeasance and will be subject to United States
federal income tax on the same amount and in the same manner and at the same
times, as would have been the case if such deposit and covenant defeasance had
not occurred.

35




     Section 8.5. Repayment to
Company.

     The Trustee and the Paying Agent
shall pay to the Company upon request any money held by them for the payment of
principal and interest that remains unclaimed for two years. After that,
Securityholders entitled to the money must look to the Company for payment as
general creditors unless an applicable abandoned property law designates another
person.

ARTICLE IX. 
AMENDMENTS AND WAIVERS

     Section 9.1. Without Consent of
Holders.

     The Company and the Trustee may
amend or supplement this Indenture or the Securities of one or more Series
without the consent of any Securityholder:

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

     (b) to add to the covenants,
agreements and obligations of the Company for the benefit of the Holders of all
of the Securities or any Series thereof, or to surrender any right or power
herein conferred upon the Company;

     (c) to establish the forms or
terms of Securities of any Series;

     (d) to evidence and provide for
the acceptance of appointment hereunder by a successor Trustee with respect to
the Securities of one or more series and to add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, pursuant to
the requirements of Section 7.8;

     (e) to cure any ambiguity, defect
or inconsistency;

     (f) to add to, change or
eliminate any of the provisions of this Indenture (which addition, change or
elimination may apply to one or more Series of Securities), provided that any
such addition, change or elimination shall neither (i) 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 (ii) modify the rights of the
Holder of any such Security with respect to such provision;

     (g) to secure the Securities;
or

     (h) to make any other change that
does not adversely affect the rights of any Securityholder in any material
respect.

 

36




  
  

     Section 9.2. With Consent of
Holders.

     With the written consent of the
Holders of at least a majority in aggregate principal amount of the outstanding
Securities of each Series affected by such supplemental indenture, the Company
and the Trustee may amend this Indenture or the Securities of any Series or may
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of the Securities of such series and any related coupons under this
Indenture; provided, however, that no such amendment or supplemental indenture
shall, without the consent of the Holder of each outstanding Security affected
thereby:

     (a) change the Stated Maturity of
the principal of, or any installment of principal or interest on, any such
Security or reduce the principal amount thereof or the rate of interest thereon
or any premium payable upon redemption thereof or reduce the amount of principal
of any such Discount Security that would be due and payable upon a declaration
of acceleration of maturity thereof pursuant to Section 6.2, or change the coin
or currency in which, any principal of, or any installment of interest on, any
such Security 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, on or after the redemption date);

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

     (c) modify any of the provisions
of this Section, Section 6.4 or 6.7, except to increase the percentage of
outstanding Securities of such Series required for such actions to provide that
certain other provisions of this Indenture cannot be modified or waived without
the consent of the Holder of each outstanding Security affected thereby.

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

     An amendment may not make any
change that adversely affects the rights under Article XII of any Holder of
Senior Indebtedness then outstanding unless the requisite holders of such Senior
Indebtedness consent to such change pursuant to the terms of such Senior
Indebtedness.

     It shall not be necessary for the
consent of the Holders under this Section 9.2 to approve the particular form of
any proposed amendment or supplemental indenture, but it shall be sufficient if
such consent approves the substance thereof.

     After an amendment or
supplemental indenture under this Section 9.2 becomes effective, the Company
shall mail to each Holder of the particular Securities affected thereby and, if
any Bearer Securities affected thereby are outstanding, publish on one occasion
in an Authorized Newspaper, a notice briefly describing the amendment. Any
failure by the Company to mail or publish such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such
amendment or supplemental indenture.

37




     Section 9.3. Compliance with
Trust Indenture Act.

     Every amendment to this Indenture
or the Securities of one or more Series shall be set forth in a supplemental
indenture hereto that complies with the TIA as then in effect.

     Section 9.4. Revocation and
Effect of Consents.

     Until an amendment or waiver
becomes effective, a consent to it by a Holder of a Security is a continuing
consent by the Holder and every subsequent Holder of a Security or portion of a
Security that evidences the same debt as the consenting Holder's Security, even
if notation of the consent is not made on any Security. However, any such Holder
or subsequent Holder may revoke the consent as to his Security or portion of a
Security if the Trustee receives the notice of revocation before the date the
amendment or waiver becomes effective.

     Any amendment or waiver once
effective shall bind every Securityholder of each Series affected by such
amendment or waiver unless it is of the type described in any of clauses (a)
through (c) of Section 9.2. In that case, the amendment or waiver shall bind
each Holder of a Security who has consented to it and every subsequent Holder of
a Security or portion of a Security that evidences the same debt as the
consenting Holder's Security.

     Section 9.5. Notation on or
Exchange of Securities.

     The Trustee may place an
appropriate notation about an amendment or waiver on any Security of any Series
thereafter authenticated. The Company in exchange for Securities of that Series
may issue and the Trustee shall authenticate upon request new Securities of that
Series that reflect the amendment or waiver.

     Section 9.6. Trustee
Protected.

     In executing, or accepting the
additional trusts created by, any supplemental indenture permitted by this
Article IX or the modifications thereby of the trusts created by this Indenture,
the Trustee shall be entitled to receive, and (subject to Section 7.1) shall be
fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee shall sign all supplemental indentures, except that the
Trustee need not sign any supplemental indenture that adversely affects its
rights.

ARTICLE X. 
MISCELLANEOUS

     Section 10.1. Trust Indenture Act
Controls.

     If any provision of this
Indenture limits, qualifies, or conflicts with another provision which is
required or deemed to be included in this Indenture by the TIA, such required or
deemed provision shall control.

38




         Section 10.2. Notices.

     Any notice or communication by
the Company or the Trustee to the other is duly given if in writing and
delivered in person or mailed by first-class mail (registered or certified,
return receipt requested), telecopier or overnight air courier guaranteeing next
day delivery, to the other's address:

if to the Company:

PolyMet Mining Corp. 
Suite 1003 -
1177 West Hastings Street 
Vancouver, British Columbia 
Canada V6E 2K3

Attention: Chief Financial Officer 
Fax: (604) 669-4705 

if to the Trustee:

____________________________

____________________________

____________________________

Attention: ___________________

Fax: _______________________

     The Company or the Trustee by
notice to the other may designate additional or different addresses for
subsequent notices or communications.

     Any notice or communication to a
Securityholder shall be mailed by first-class mail, certified or registered,
return receipt requested, or by overnight courier guaranteeing next day delivery
to his or her address shown on the register kept by the Registrar and, if any
Bearer Securities are outstanding, published in an Authorized Newspaper. Failure
to mail a notice or communication to a Securityholder of any Series or any
defect in it shall not affect its sufficiency with respect to other
Securityholders of that or any other Series.

     If a notice or communication is
mailed, personally delivered or published in the manner provided above, within
the time prescribed, it is duly given, whether or not the Securityholder
receives it.

     If the Company mails a notice or
communication to Securityholders, it shall mail a copy to the Trustee and each
Agent at the same time.  

39




  
  

     Section 10.3. Communication by
Holders with Other Holders.

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

     Section 10.4. Certificate and
Opinion as to Conditions Precedent.

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

     (a) an Officers' Certificate
stating that, in the opinion of the signers, all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been
complied with; and

     (b) an Opinion of Counsel stating
that, in the opinion of such counsel, all such conditions precedent have been
complied with.

     Section 10.5. Statements Required
in Certificate or Opinion.

     Each certificate or opinion with
respect to compliance with a condition or covenant provided for in this
Indenture (other than a certificate provided pursuant to TIA Section 314(a)(4))
shall comply with the provisions of TIA Section 314(e) and shall include:

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

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

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

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

     Section 10.6. Rules by Trustee
and Agents.

     The Trustee may make reasonable
rules for action by or a meeting of Securityholders of one or more Series. Any
Agent may make reasonable rules and set reasonable requirements for its
functions.

40




  
  

     Section 10.7. Legal Holidays.

     Unless otherwise provided by
Board Resolution, Officers' Certificate or supplemental indenture for a
particular Series, a "Legal Holiday" is any day that is not a Business Day. If a
payment date is a Legal Holiday at a place of payment, payment may be made at
that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period.

     Section 10.8. No Recourse Against
Others.

     A director, officer, employee or
stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Securities or the Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. Each Securityholder by accepting a Security waives and releases all
such liability. The waiver and release are part of the consideration for the
issue of the Securities. All Securities, including Global Securities, shall bear
a legend in a form substantially setting forth the foregoing statements in this
Section 10.8.

     Section 10.9. Counterparts.

     This Indenture may be executed in
any number of counterparts and by the parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement.

     Section 10.10. Governing
Laws.

     THIS INDENTURE AND THE SECURITIES
SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS
MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT REGARD TO THE CONFLICT OF LAWS
PROVISIONS THEREOF THAT WOULD DEFER TO THE LAWS OF ANOTHER JURISDICTION.

     Section 10.11. No Adverse
Interpretation of Other Agreements.

     This Indenture may not be used to
interpret another indenture, loan or debt agreement of the Company or a
Subsidiary. Any such indenture, loan or debt agreement may not be used to
interpret this Indenture.

     Section 10.12. Successors.

     All agreements of the Company in
this Indenture and the Securities shall bind its successor. All agreements of
the Trustee in this Indenture shall bind its successor.

     Section 10.13. Severability.

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

41




     Section 10.14. Table of Contents,
Headings, Etc.

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

ARTICLE XI. 
SINKING FUNDS

     Section 11.1. Applicability of
Article.

     The provisions of this Article XI
shall be applicable to any sinking fund for the retirement of the Securities of
a Series, except as otherwise permitted or required by any form of Security of
such Series issued pursuant to this Indenture.

     The minimum amount of any sinking
fund payment provided for by the terms of the Securities of any Series is herein
referred to as a "mandatory sinking fund payment" and any other amount provided
for by the terms of Securities of such 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 sinking fund payment may be subject to
reduction as provided in Section 11.2. Each sinking fund payment shall be
applied to the redemption of Securities of any Series as provided for by the
terms of the Securities of such Series.

     Section 11.2. Satisfaction of
Sinking Fund Payments with Securities.

     The Company may, in satisfaction
of all or any part of any sinking fund payment with respect to the Securities of
any Series to be made pursuant to the terms of such Securities (1) deliver
outstanding Securities of such Series to which such sinking fund payment is
applicable (other than any of such Securities previously called for mandatory
sinking fund redemption) and (2) apply as a credit Securities of such Series to
which such sinking fund payment is applicable and which have been redeemed
either at the election of the Company pursuant to the terms of such Series of
Securities (except pursuant to any mandatory sinking fund) or through the
application of permitted optional sinking fund payments or other optional
redemptions pursuant to the terms of such Securities, provided that such
Securities have not been previously so credited. Such Securities shall be
received by the Trustee, together with an Officers' Certificate with respect
thereto, not later than 15 days prior to the date on which the Trustee begins
the process of selecting Securities for redemption, and shall be credited for
such purpose by the Trustee at the price specified in such Securities for
redemption through operation of the sinking fund and the amount of such sinking
fund payment shall be reduced accordingly. If as a result of the delivery or
credit of Securities in lieu of cash payments pursuant to this Section 11.2. The
principal amount of Securities of such Series to be redeemed in order to exhaust
the aforesaid cash payment shall be less than $100,000, the Trustee need not
call Securities of such Series for redemption, except upon receipt of a Company
Order that such action be taken, and such cash payment shall be held by the
Trustee or a Paying Agent and applied to the next succeeding sinking fund
payment, provided, however, that the Trustee or such Paying Agent shall from
time to time upon receipt of a Company Order pay over and deliver to
the Company any cash payment so being held by the Trustee or such Paying Agent
upon delivery by the Company to the Trustee of Securities of that Series
purchased by the Company having an unpaid principal amount equal to the cash
payment required to be released to the Company.

42




     Section 11.3. Redemption of
Securities for Sinking Fund.

     Not less than 45 days (unless
otherwise indicated in the Board Resolution, supplemental indenture hereto or
Officers' Certificate in respect of a particular Series of Securities) prior to
each sinking fund payment date for any Series of Securities, 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 and the portion thereof, if any, which is to be satisfied by
delivering and crediting of Securities of that Series pursuant to Section 11.2.
and the optional amount, if any, to be added in cash to the next ensuing
mandatory sinking fund payment, and the Company shall thereupon be obligated to
pay the amount therein specified. Not less than 30 days (unless otherwise
indicated in the Board Resolution, Officers' Certificate or supplemental
indenture in respect of a particular Series of Securities) 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 3.2 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 3.3. Such notice having
been duly given, the redemption of such Securities shall be made upon the terms
and in the manner stated in Sections 3.4, 3.5 and 3.6.

ARTICLE XII. 
SUBORDINATION OF SECURITIES

     Section 12.1. Agreement of
Subordination.

     The Company covenants and agrees,
and each Holder of Securities issued hereunder by his or her acceptance thereof
likewise covenants and agrees, that all Securities shall be issued subject to
the provisions of this Article XII; and each Person holding any Security,
whether upon original issue or upon transfer, assignment or exchange thereof,
accepts and agrees to be bound by such provisions.

     The payment of the principal of,
premium, if any, and interest on all Securities (including, but not limited to,
the redemption price with respect to the Securities called for redemption in
accordance with Article 3 as provided in the Indenture) issued hereunder shall,
to the extent and in the manner hereinafter set forth, be subordinated and
subject in right of payment to the prior payment in full of all Senior
Indebtedness, whether outstanding at the date of this Indenture or thereafter
incurred.

     No provision of this Article XII
shall prevent the occurrence of any Default or Event of Default hereunder.

43




  
  

     Section 12.2. Payments to
Holders.

     No payment shall be made with
respect to the principal of, or premium, if any, or interest on the Securities
(including, but not limited to, the redemption price with respect to the
Securities to be called for redemption in accordance with Article III as
provided in the Indenture), except payments and distributions made by the
Trustee as permitted by the first or second paragraph of Section 12.5, if:

          (i)
a default in the payment of principal, premium, interest or other obligations
due on any Senior Indebtedness occurs and is continuing (or, in the case of
Senior Indebtedness for which there is a period of grace, in the event of such a
default that continues beyond the period of grace, if any, specified in the
instrument or lease evidencing such Senior Indebtedness), unless and until such
default shall have been cured or waived or shall have ceased to exist; or

          (ii) a
default, other than a payment default, on a Designated Senior Indebtedness
occurs and is continuing that then permits holders of such Designated Senior
Indebtedness to accelerate its maturity and the Trustee receives a notice of the
default (a "Payment Blockage Notice") from a Representative or the Company.

     If the Trustee receives any
Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment
Blockage Notice shall be effective for purposes of this Section 12.1 unless and
until (A) at least 365 days shall have elapsed since the initial effectiveness
of the immediately prior Payment Blockage Notice, and (B) all scheduled payments
of principal, premium, if any, and interest on the Securities that have come due
have been paid in full in cash. No nonpayment default that existed or was
continuing on the date of delivery of any Payment Blockage Notice to the Trustee
shall be, or be made, the basis for a subsequent Payment Blockage Notice.

     The Company may and shall resume
payments on and distributions in respect of the Securities upon the earlier
of:

     (1) the date upon which the
default is cured or waived or ceases to exist, or

     (2) in the case of a default
referred to in clause (ii) above, 179 days after notice is received if the
maturity of such Designated Senior Indebtedness has not been accelerated,

     unless this Article XII otherwise
prohibits the payment or distribution at the time of such payment or
distribution.

   

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     Upon any payment by the Company,
or distribution of assets of the Company of any kind or character, whether in
cash, property or securities, to creditors upon any dissolution or winding-up or
liquidation or reorganization of the Company, whether voluntary or involuntary
or in bankruptcy, insolvency, receivership or other proceedings, all amounts due
or to become due upon all Senior Indebtedness shall first be paid in full in
cash or other payment satisfactory to the holders of such Senior Indebtedness,
or payment thereof in accordance with its terms provided for in cash or other
payment satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of the principal of, premium, if
any, or interest on the Securities (except payments made pursuant to Article VI
from monies deposited with the Trustee pursuant thereto prior to commencement of
proceedings for such dissolution, winding-up, liquidation or reorganization);
and upon any such dissolution or winding-up or liquidation or reorganization of
the Company or bankruptcy, insolvency, receivership or other proceeding, any
payment by the Company, or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, to which the Holders of the
Securities or the Trustee would be entitled, except for the provision of this
Article XII, shall (except as aforesaid) be paid by the Company or by any
receiver, trustee in bankruptcy, liquidating trustee, agent or other Person
making such payment or distribution, or by the Holders of the Securities or by
the Trustee under this Indenture if received by them or it, directly to the
holders of Senior Indebtedness (pro rata to such holders on the basis of the
respective amounts of Senior Indebtedness held by such holders, or as otherwise
required by law or a court order) or their representative or representatives, or
to the trustee or trustees under any indenture pursuant to which any instruments
evidencing any Senior Indebtedness may have been issued, as their respective
interests may appear, to the extent necessary to pay all Senior Indebtedness in
full, in cash or other payment satisfactory to the holders of such Senior
Indebtedness, after giving effect to any concurrent payment or distribution to
or for the holders of Senior Indebtedness, before any payment or distribution or
provision therefor is made to the Holders of the Securities or to the
Trustee.

     For purposes of this Article XII,
the words, "cash, property or securities" shall not be deemed to include shares
of stock of the Company as reorganized or readjusted, or securities of the
Company or any other corporation provided for by a plan of reorganization or
readjustment, the payment of which is subordinated at least to the extent
provided in this Article XII with respect to the Securities to the payment of
all Senior Indebtedness which may at the time be outstanding; provided that (i)
the Senior Indebtedness is assumed by the new corporation, if any, resulting
from any reorganization or readjustment, and (ii) the rights of the holders of
Senior Indebtedness (other than leases which are not assumed by the Company or
the new corporation, as the case may be) are not, without the consent of such
holders, altered by such reorganization or readjustment. The consolidation of
the Company with, or the merger of the Company into, another corporation or the
liquidation or dissolution of the Company following the conveyance or transfer
of its property as an entirety, or substantially as an entirety, to another
corporation upon the terms and conditions provided for in Article V shall not be
deemed a dissolution, winding-up, liquidation or reorganization for the purposes
of this Section 12.2 if such other corporation shall, as a part of such
consolidation, merger, conveyance or transfer, comply with the conditions stated
in Article V.

     In the event of the acceleration
of the Securities because of an Event of Default, no payment or distribution
shall be made to the Trustee or any Holder of Securities in respect of the
principal of, premium, if any, or interest on the Securities (including, but not
limited to, the redemption price with respect to the Securities called for
redemption in accordance with Article III as provided in the Indenture), except
payments and distributions made by the Trustee as permitted by the first or
second paragraph of Section 12.5, until all Senior Indebtedness has been paid in
full in cash or other payment satisfactory to the holders of Senior Indebtedness
or such acceleration is rescinded in accordance with the terms of this
Indenture. If payment of the Securities is accelerated because of an Event of Default, the
Company shall promptly notify holders of Senior Indebtedness of the
acceleration.

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     In the event that,
notwithstanding the foregoing provisions, any payment or distribution of assets
of the Company of any kind or character, whether in cash, property or securities
(including, without limitation, by way of setoff or otherwise), prohibited by
the foregoing, shall be received by the Trustee or the Holders of the Securities
before all Senior Indebtedness is paid in full in cash or other payment
satisfactory to the holders of such Senior Indebtedness, or provision is made
for such payment thereof in accordance with its terms in cash or other payment
satisfactory to the holders of such Senior Indebtedness, such payment or
distribution shall be held in trust for the benefit of and shall be paid over or
delivered to the holders of Senior Indebtedness or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing any Senior Indebtedness may have been issued,
as their respective interests may appear, as calculated by the Company, for
application to the payment of all Senior Indebtedness remaining unpaid to the
extent necessary to pay all Senior Indebtedness in full in cash or other payment
satisfactory to the holders of such Senior Indebtedness, after giving effect to
any concurrent payment or distribution to or for the holders of such Senior
Indebtedness.

     Nothing in this Section 12.2
shall apply to claims of, or payments to, the Trustee under or pursuant to
Section 7.7. This Section 12.2 shall be subject to the further provisions of
Section 12.5.

     Section 12.3. Subrogation of
Securities.

     Subject to the payment in full of
all Senior Indebtedness, the rights of the Holders of the Securities shall be
subrogated to the extent of the payments or distributions made to the holders of
such Senior Indebtedness pursuant to the provisions of this Article XII (equally
and ratably with the holders of all indebtedness of the Company which by its
express terms is subordinated to other indebtedness of the Company to
substantially the same extent as the Securities are subordinated and is entitled
to like rights of subrogation) to the rights of the holders of Senior
Indebtedness to receive payments or distributions of cash, property or
securities of the Company applicable to the Senior Indebtedness until the
principal, premium, if any, and interest on the Securities shall be paid in
full; and, for the purposes of such subrogation, no payments or distributions to
the holders of the Senior Indebtedness of any cash, property or securities to
which the Holders of the Securities or the Trustee would be entitled except for
the provisions of this Article XII, and no payment over pursuant to the
provisions of this Article XII, to or for the benefit of the holders of Senior
Indebtedness by Holders of the Securities or the Trustee, shall, as between the
Company, its creditors other than holders of Senior Indebtedness, and the
Holders of the Securities, be deemed to be a payment by the Company to or on
account of the Senior Indebtedness; and no payments or distributions of cash,
property or securities to or for the benefit of the Holders of the Securities
pursuant to the subrogation provisions of this Article XII, which would
otherwise have been paid to the holders of Senior Indebtedness shall be deemed
to be a payment by the Company to or for the account of the Securities. It is
understood that the provisions of this Article XII are and are intended solely
for the purposes of defining the relative rights of the Holders of the Securities, on the one hand, and
the holders of the Senior Indebtedness, on the other hand.

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     Nothing contained in this Article
XII or elsewhere in this Indenture or in the Securities is intended to or shall
impair, as among the Company, its creditors other than the holders of Senior
Indebtedness, and the Holders of the Securities, the obligation of the Company,
which is absolute and unconditional, to pay to the Holders of the Securities the
principal of (and premium, if any) and interest on the Securities as and when
the same shall become due and payable in accordance with their terms, or is
intended to or shall affect the relative rights of the Holders of the Securities
and creditors of the Company other than the holders of the Senior Indebtedness,
nor shall anything herein or therein prevent the Trustee or the Holder of any
Security from exercising all remedies otherwise permitted by applicable law upon
default under this Indenture, subject to the rights, if any, under this Article
XII of the holders of Senior Indebtedness in respect of cash, property or
securities of the Company received upon the exercise of any such remedy.

     Upon any payment or distribution
of assets of the Company referred to in this Article XII, the Trustee, subject
to the provisions of Section 7.1, and the Holders of the Securities shall be
entitled to rely upon any order or decree made by any court of competent
jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or
reorganization proceedings are pending, or a certificate of the receiver,
trustee in bankruptcy, liquidating trustee, agent or other person making such
payment or distribution, delivered to the Trustee or to the Holders of the
Securities, for the purpose of ascertaining the persons entitled to participate
in such distribution, the holders of the Senior Indebtedness and other
indebtedness of the Company, the amount thereof or payable thereon and all other
facts pertinent thereto or to this Article XII.

     Section 12.4. Authorization to
Effect Subordination.

     Each Holder of a Security by the
Holder's acceptance thereof authorizes and directs the Trustee on the Holder's
behalf to take such action as may be necessary or appropriate to effectuate the
subordination as provided in this Article XII and appoints the Trustee to act as
the Holder's attorney-in-fact for any and all such purposes. If the Trustee does
not file a proper proof of claim or proof of debt in the form required in any
proceeding referred to in Section 6.3 hereof at least 30 days before the
expiration of the time to file such claim, the holders of any Senior
Indebtedness or their representatives are hereby authorized to file an
appropriate claim for and on behalf of the Holders of the Securities.     

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Section 12.5. Notice to
Trustee.

     The Company shall give prompt
  written notice in the form of an Officers' Certificate to a Responsible Officer
  of the Trustee and to any Paying Agent of any fact known to the Company which
  would prohibit the making of any payment of monies to or by the Trustee or any
  Paying Agent in respect of the Securities pursuant to the provisions of this
  Article XII. Notwithstanding the provisions of this Article XII or any other
  provision of this Indenture, the Trustee shall not be charged with knowledge of
  the existence of any facts which would prohibit the making of any payment of
  monies to or by the Trustee in respect of the Securities pursuant to the
  provisions of this Article XII, unless and until a Responsible Officer of the
  Trustee shall have received written notice thereof at the Corporate Trust Office from the Company
  (in the form of an Officers' Certificate) or a Representative or a holder or
  holders of Senior Indebtedness or from any trustee thereof; and before the
  receipt of any such written notice, the Trustee, subject to the provisions of
  Section 7.1, shall be entitled in all respects to assume that no such facts
  exist; provided that if on a date not fewer than two Business Days prior to the
  date upon which by the terms hereof any such monies may become payable for any
  purpose (including, without limitation, the payment of the principal of, or
  premium, if any, or interest on any Security) the Trustee shall not have
  received, with respect to such monies, the notice provided for in this Section
  12.5, then, anything herein contained to the contrary notwithstanding, the
  Trustee shall have full power and authority to receive such monies and to apply
  the same to the purpose for which they were received, and shall not be affected
  by any notice to the contrary which may be received by it on or after such prior
  date.

     Notwithstanding anything in this
Article XII to the contrary, nothing shall prevent any payment by the Trustee to
the Holders of monies deposited with it pursuant to Section 8.1, and any such
payment shall not be subject to the provisions of Section 12.1 or 12.2.

     The Trustee, subject to the
provisions of Section 7.1, shall be entitled to rely on the delivery to it of a
written notice by a Representative or a person representing himself to be a
holder of Senior Indebtedness (or a trustee on behalf of such holder) to
establish that such notice has been given by a Representative or a holder of
Senior Indebtedness or a trustee on behalf of any such holder or holders. In the
event that the Trustee determines in good faith that further evidence is
required with respect to the right of any person as a holder of Senior
Indebtedness to participate in any payment or distribution pursuant to this
Article XII, the Trustee may request such person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such person, the extent to which such person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
such person under this Article XII, and if such evidence is not furnished the
Trustee may defer any payment to such person pending judicial determination as
to the right of such person to receive such payment.

     Section 12.6. Trustee's Relation
to Senior Indebtedness.

     The Trustee in its individual
capacity shall be entitled to all the rights set forth in this Article XII in
respect of any Senior Indebtedness at any time held by it, to the same extent as
any other holder of Senior Indebtedness, and nothing in Section 7.11 or
elsewhere in this Indenture shall deprive the Trustee of any of its rights as
such holder.

     With respect to the holders of
Senior Indebtedness, the Trustee undertakes to perform or to observe only such
of its covenants and obligations as are specifically set forth in this Article
XII, and no implied covenants or obligations with respect to the holders of
Senior Indebtedness shall be read into this Indenture against the Trustee. The
Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness and, subject to the provisions of Section 7.1, the Trustee shall
not be liable to any holder of Senior Indebtedness if it shall pay over or
deliver to Holders of Securities, the Company or any other person money or
assets to which any holder of Senior Indebtedness shall be entitled by virtue of
this Article XII or otherwise.

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     Section 12.7. No Impairment of
Subordination.

     No right of any present or future
holder of any Senior Indebtedness to enforce subordination as herein provided
shall at any time in any way be prejudiced or impaired by any act or failure to
act on the part of the Company or by any act or failure to act, in good faith,
by any such holder, or by any noncompliance by the Company with the terms,
provisions and covenants of this Indenture, regardless of any knowledge thereof
which any such holder may have or otherwise be charged with.

     Section 12.8. Article Applicable
to Paying Agents.

     If at any time any Paying Agent
other than the Trustee shall have been appointed by the Company and be then
acting hereunder, the term "Trustee" as used in this Article XII shall (unless
the context otherwise requires) be construed as extending to and including such
Paying Agent within its meaning as fully for all intents and purposes as if such
Paying Agent were named in this Article XII in addition to or in place of the
Trustee; provided, however, that the first paragraph of Section 12.5 shall not
apply to the Company or any Affiliate of the Company if it or such Affiliate
acts as Paying Agent.

     Section 12.9. Senior Indebtedness
Entitled to Rely.

     The holders of Senior
Indebtedness (including, without limitation, Designated Senior Indebtedness)
shall have the right to rely upon this Article XII, and no amendment or
modification of the provisions contained herein shall diminish the rights of
such holders unless such holders shall have agreed in writing thereto.

49




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

	 	POLYMET MINING CORP. 
	 	 
	 	 
	 	By: 
	 	Title: 
	 	 
	 	 
	 	[TRUSTEE] 
	 	 
	 	 
	 	By: 
	 	Title: 


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