Filed by sedaredgar.com - PolyMet Mining Corp. - Exhibit 4.2







	FORM OF SENIOR DEBT 
	SECURITIES INDENTURE 
	 
	 
	 
	 
	 
	 
	 
	POLYMET MINING CORP. 
	 
	 
	 
	INDENTURE 
	 
	DATED AS OF __, 20___ 
	 
	 
	 
	 
	 ______________________________________________________
	TRUSTEE  
	 
	 
	 
	SENIOR 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 	5 
	 	 	 	 
	ARTICLE II.  SECURITIES 	6 
	 	 	 	 
		Section 2.1. 	Amount Unlimited; Issuable in Series 	6 
		Section 2.2. 	Establishment of Terms of Series of Securities 	6 
		Section 2.3. 	Authentication and Delivery of Securities 	9 
		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 	12 
		Section 2.9. 	Mutilated, Destroyed, Lost and Stolen Securities 	13 
		Section 2.10. 	Outstanding Securities 	14 
		Section 2.11. 	Treasury Securities 	14 
		Section 2.12. 	Temporary Securities 	14 
		Section 2.13. 	Cancellation 	15 
		Section 2.14. 	Defaulted Interest 	15 
		Section 2.15. 	Global Securities 	15 
		Section 2.16. 	CUSIP Numbers 	16 
	 	 	 	 
	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 	17 
		Section 3.4. 	Effect of Notice of Redemption 	18 
		Section 3.5. 	Deposit of Redemption Price 	18 
		Section 3.6. 	Securities Redeemed in Part 	18 
	 	 	 	 
	ARTICLE IV.  COVENANTS 	18 
	 	 	 	 
		Section 4.1. 	Payment of Principal and Interest 	18 
		Section 4.2. 	SEC Reports 	18 
		Section 4.3. 	Compliance Certificate 	19 
		Section 4.4. 	Stay, Extension and Usury Laws 	19 
		Section 4.5. 	Corporate Existence 	19 
	 	 	 	 
	ARTICLE V.  SUCCESSORS 	20 
	 	 	 	 
		Section 5.1. 	When Company May Merge, Etc 	20 
		Section 5.2. 	Successor Corporation Substituted 	20 




i 





	ARTICLE VI.  DEFAULTS AND REMEDIES 	20 
	 	 	 	 
		Section 6.1. 	Events of Default 	20 
		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 	23 
		Section 6.5. 	Trustee May Enforce Claims Without Possession of Securities
      	24 
		Section 6.6. 	Application of Money Collected 	24 
		Section 6.7. 	Limitation on Suits 	25 
		Section 6.8. 	Unconditional Right of Holders to Receive Principal and
      Interest 	25 
		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 	26 
		Section 6.13. 	Waiver of Past Defaults 	26 
		Section 6.14. 	Undertaking for Costs 	27 
	 	 	 	 
	ARTICLE VII. TRUSTEE   	27 
	 	 	 	 
		Section 7.1. 	Duties of Trustee 	27 
		Section 7.2. 	Rights of Trustee 	28 
		Section 7.3. 	Individual Rights of Trustee 	29 
		Section 7.4. 	Trustee's Disclaimer 	29 
		Section 7.5. 	Notice of Defaults 	29 
		Section 7.6. 	Reports by Trustee to Holders 	29 
		Section 7.7. 	Compensation and Indemnity 	30 
		Section 7.8. 	Replacement of Trustee 	30 
		Section 7.9. 	Successor Trustee by Merger, Etc 	31 
		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 	34 
		Section 8.5. 	Repayment to Company 	35 
	 	 	 	 
	ARTICLE IX.  AMENDMENTS AND WAIVERS 	35 
	 	 	 	 
		Section 9.1. 	Without Consent of Holders 	35 
		Section 9.2. 	With Consent of Holders 	36 
		Section 9.3. 	Compliance with Trust Indenture Act 	37 
		Section 9.4. 	Revocation and Effect of Consents 	37 
		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 	38 




  ii 







		Section 10.3. 	Communication by Holders with Other Holders. 	39 
		Section 10.4. 	Certificate and Opinion as to Conditions
      Precedent 	39 
		Section 10.5. 	Statements Required in Certificate or Opinion 	39 
		Section 10.6. 	Rules by Trustee and Agents 	40 
		Section 10.7. 	Legal Holidays 	40 
		Section 10.8. 	No Recourse Against Others 	40 
		Section 10.9. 	Counterparts 	40 
		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 	41 
	ARTICLE XI.  SINKING FUNDS 	41 
		Section 11.1. 	Applicability of Article 	41 
		Section 11.2. 	Satisfaction of Sinking Fund Payments with Securities 	42 
		Section 11.3. 	Redemption of Securities for Sinking Fund 	42 




  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. 




  1





         
"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. 


  2





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

         
"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. 

         
"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. 

          "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. 


  3





          "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. 

         
"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. 

          "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. 

         
"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.



  4





         
"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 


          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. 


  5





          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. 

          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); 


  6





                   
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; 

                    
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; 


  7





                   
  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; 

                   
  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; 


  8





                   
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. 

          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; 


  9





                   
(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. 

                   
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. 


  10





                   
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. 

          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. 


  11





          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. 

          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. 


  12





          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. 

          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. 


  13





          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. 

          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.



  14





          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. 

          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. 


  15





          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. 

                   
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. 


  16





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. 

          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; 


  17





                             
(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. 

          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. 


  18





          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. 

          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. 


  19





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. 

          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. 


  20





"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, 

                   
(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 


  21





         
(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: 

         
(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 


  22





         
(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. 

          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, 


  23





         
(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. 

          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



  24





                   
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. 

          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. 


  25





          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.


          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. 


  26





          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. 

         
(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:



  27





                   
(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.


         
(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. 


  28





         
(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. 

          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. 


  29





          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. 

          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. 


  30





          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. 

          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. 


  31





          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 

                   
(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; 


  32





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. 

         
(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.



  33





          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:


                      (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. 


  34





          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. 

          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;



  35





         
(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. 

          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); 


  36





         
(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. 

          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. 

          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. 


  37





          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. 

          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: 


  38






______________________________
______________________________
______________________________
______________________________
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. 

          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.



  39





          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. 

          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.



  40





          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. 

          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 


  41





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. 

          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. 


  42





          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: 



  43