<PAGE>
                                                                   EXHIBIT 4.1


                                 CELESTICA INC.

                                    as Issuer


                                       AND


                            THE CHASE MANHATTAN BANK,

                                     Trustee




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




                                    INDENTURE

                           Dated as of ______________


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



<PAGE>


                                 CELESTICA INC.

    RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND INDENTURE

<TABLE>
<CAPTION>
TRUST INDENTURE ACT SECTION                                   INDENTURE SECTION
<S>                                                               <C>
310(a)(1)                                                         6.07
    (a)(2)                                                        6.07
    (a)(3)                                                        Not Applicable
    (a)(4)                                                        Not Applicable
    (b)                                                           6.04, 6.07(b), 6.08

311(a)                                                            6.04
   (b)                                                            6.04
   (c)                                                            Not Applicable

312(a)                                                            7.01, 7.02
   (b)                                                            7.02(c), 7.03
   (c)                                                            7.01

313(a)                                                            7.04
   (b)                                                            Not Applicable
   (c)                                                            7.04

314(a)                                                            7.05
   (a)(4)                                                         10.04
   (b)                                                            Not Applicable
   (c)(1)                                                         1.02
   (c)(2)                                                         1.02
   (c)(3)                                                         Not Applicable
   (d)                                                            Not Applicable
   (e)                                                            1.02

315(a)                                                            6.02
   (b)                                                            6.01. 6.02
   (c)                                                            6.02
   (d)                                                            6.02
   (e)                                                            6.02

316(a) (last sentence)                                            1.01 ("Outstanding")
      (a)(1)(A)                                                   5.02, 5.12
      (a)(1)(B)                                                   5.13
      (a)(2)                                                      Not Applicable
      (b)                                                         5.08
      (c)                                                         1.04(e)
</TABLE>



<PAGE>


<TABLE>
<CAPTION>
TRUST INDENTURE ACT SECTION                                   INDENTURE SECTION
<S>                                                               <C>

317(a)(1)                                                         5.03
   (a)(2)                                                         5.04
   (b)                                                            10.03

318(a)                                                            1.11
</TABLE>







<PAGE>


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                      Page
<S>                 <C>               <C>                                                             <C>
ARTICLE 1

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION                                                  1
                    Section 1.01.     Definitions                                                        1
                    Section 1.02.     Compliance Certificates and Opinions                              11
                    Section 1.03.     Form of Documents Delivered to Trustee                            12
                    Section 1.04.     Acts of Holders                                                   13
                    Section 1.05.     Notices, etc., to Trustee and Company                             14
                    Section 1.06.     Notice to Holders; Waiver                                         15
                    Section 1.07.     Effect of Headings and Table of Contents                          16
                    Section 1.08.     Successors and Assigns                                            16
                    Section 1.09.     Separability Clause                                               16
                    Section 1.10.     Benefits of Indenture                                             17
                    Section 1.11.     Governing Law                                                     17
                    Section 1.12.     Legal Holidays                                                    17
                    Section 1.13.     Conflict with Trust Indenture Act                                 17
                    Section 1.14.     Conversion of Currency                                            17
                    Section 1.15.     Indenture and Securities Solely Corporate Obligations             19
                    Section 1.16.     Agent for Service; Submission to Jurisdiction; Waiver of
                                            Immunities                                                  19
                    Section 1.17.     Incorporation by Reference of Trust Indenture Act                 19

ARTICLE 2

SECURITY FORMS                                                                                          20
                    Section 2.01.     Forms Generally                                                   20
                    Section 2.02.     Form of Trustee's Certificate of Authentication                   20
                    Section 2.03.     Global Securities                                                 21

ARTICLE 3

THE SECURITIES                                                                                          22
                    Section 3.01.     Amount Unlimited; Issuable in Series                              22
                    Section 3.02.     Denominations                                                     26
                    Section 3.03.     Execution, Authentication, Delivery and Dating                    26
                    Section 3.04.     Temporary Securities                                              28
                    Section 3.05.     Registration, Registration of Transfer and Exchange               29
                    Section 3.06.     Mutilated, Destroyed, Lost and Stolen Securities                  32
                    Section 3.07.     Payment of Principal and Interest; Interest Rights Preserved;
                                        Optional Interest Reset                                         34
                    Section 3.08.     Optional Extension of Stated Maturity.                            36
                    Section 3.09.     Persons Deemed Owners                                             37
</TABLE>


                                       i
<PAGE>

<TABLE>
<CAPTION>
                                                                                                      Page
<S>                 <C>               <C>                                                             <C>
                    Section 3.10.     Cancellation                                                      38
                    Section 3.11.     Computation of Interest                                           38
                    Section 3.12.     Currency and Manner of Payments in Respect of Securities          38
                    Section 3.13.     Appointment and Resignation of Successor Exchange Rate
                                        Agent                                                           42
                    Section 3.14.     CUSIP Numbers.                                                    42

ARTICLE 4

SATISFACTION AND DISCHARGE                                                                              43
                    Section 4.01.     Satisfaction and Discharge of Indenture                           43
                    Section 4.02.     Application of Trust Money                                        44

ARTICLE 5

REMEDIES                                                                                                44
                    Section 5.01.     Events of Default                                                 44
                    Section 5.02.     Acceleration of Maturity; Rescission and Annulment                46
                    Section 5.03.     Collection of Indebtedness and Suits for Enforcement
                                            by Trustee                                                  47
                    Section 5.04.     Trustee May File Proofs of Claim                                  48
                    Section 5.05.     Trustee May Enforce Claims Without Possession
                                            of Securities                                               49
                    Section 5.06.     Application of Money Collected                                    49
                    Section 5.07.     Limitation on Suits                                               50
                    Section 5.08.     Unconditional Right of Holders to Receive
                                            Principal, Premium and Interest                             51
                    Section 5.09.     Restoration of Rights and Remedies                                51
                    Section 5.10.     Rights and Remedies Cumulative                                    51
                    Section 5.11.     Delay or Omission Not Waiver                                      51
                    Section 5.12.     Control by Holders                                                52
                    Section 5.13.     Waiver of Past Defaults                                           52
                    Section 5.14.     Waiver of Stay or Extension and Usury Laws                        53
                    Section 5.15.     Undertaking for Costs                                             53

ARTICLE 6

THE TRUSTEE                                                                                             53
                    Section 6.01.     Notice of Defaults                                                53
                    Section 6.02.     Certain Rights of Trustee                                         54
                    Section 6.03.     Trustee Not Responsible for Recitals or Issuance
                                      of Securities                                                     55
                    Section 6.04.     May Hold Securities                                               55
                    Section 6.05.     Money Held in Trust                                               55
                    Section 6.06.     Compensation and Reimbursement                                    56
</TABLE>


                                       ii
<PAGE>

<TABLE>
<CAPTION>
                                                                                                      Page
<S>                 <C>               <C>                                                             <C>
                    Section 6.07.     Corporate Trustee Required; Eligibility; Conflicting
                                            Interests                                                   56
                    Section 6.08.     Resignation and Removal; Appointment of Successor                 57
                    Section 6.09.     Acceptance of Appointment by Successor                            58
                    Section 6.10.     Merger, Amalgamation, Conversion, Consolidation or
                                            Succession to Business                                      60
                    Section 6.11.     Appointment of Authenticating Agent                               60
                    Section 6.12.     Compliance with Tax Laws                                          62

ARTICLE 7

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY                                                       62
                    Section 7.01.     Company to Furnish Trustee Names and Addresses
                                            of Holders                                                  62
                    Section 7.02.     Preservation of List of Names and Addresses of Holders            62
                    Section 7.03.     Disclosure of Names and Addresses of Holders                      63
                    Section 7.04.     Reports by Trustee                                                63
                    Section 7.05.     Reports by Company                                                63

ARTICLE 8

CONSOLIDATION, AMALGAMATION, MERGER, CONVEYANCE, TRANSFER OR LEASE                                      63
                    Section 8.01.     Company May Consolidate, etc., Only on Certain Terms              63
                    Section 8.02.     Successor Person Substituted                                      64
                    Section 8.03.     No Consent or Approval Required                                   65

ARTICLE 9

SUPPLEMENTAL INDENTURES                                                                                 65
                    Section 9.01.     Supplemental Indentures Without Consent of Holders                65
                    Section 9.02.     Supplemental Indentures with Consent of Holders                   66
                    Section 9.03.     Execution of Supplemental Indentures                              67
                    Section 9.04.     Effect of Supplemental Indentures                                 68
                    Section 9.05.     Conformity with Trust Indenture Act                               68
                    Section 9.06.     Reference in Securities to Supplemental Indentures                68
                    Section 9.07.     Notice of Supplemental Indentures                                 68

ARTICLE 10

COVENANTS                                                                                               68
                    Section 10.01.    Payment of Principal, Premium, if any, and Interest               68
                    Section 10.02.    Maintenance of Office or Agency                                   69
                    Section 10.03.    Money for Securities Payments to Be Held in Trust                 70
                    Section 10.04.    Statement as to Compliance                                        71
</TABLE>


                                       iii
<PAGE>

<TABLE>
<CAPTION>
                                                                                                      Page
<S>                 <C>               <C>                                                             <C>
                    Section 10.05.    Additional Amounts                                                71
                    Section 10.06.    Payment of Taxes and Other Claims                                 73
                    Section 10.07.    Corporate Existence                                               73
                    Section 10.08.    Waiver of Certain Covenants                                       74

ARTICLE 11

REDEMPTION OF SECURITIES                                                                                74
                    Section 11.01.    Applicability of Article                                          74
                    Section 11.02.    Election to Redeem; Notice to Trustee                             74
                    Section 11.03.    Selection by Trustee of Securities to Be Redeemed                 74
                    Section 11.04.    Notice of Redemption                                              75
                    Section 11.05.    Deposit of Redemption Price                                       76
                    Section 11.06.    Securities Payable on Redemption Date                             76
                    Section 11.07.    Securities Redeemed in Part                                       77
                    Section 11.08.    Tax Redemption                                                    78

ARTICLE 12

SINKING FUNDS                                                                                           78
                    Section 12.01.    Applicability of Article                                          78
                    Section 12.02.    Satisfaction of Sinking Fund Payments With Securities             79
                    Section 12.03.    Redemption of Securities for Sinking Fund                         79

ARTICLE 13

REPAYMENT AT OPTION OF HOLDERS                                                                          80
                    Section 13.01.    Applicability of Article                                          80
                    Section 13.02.    Repayment of Securities                                           80
                    Section 13.03.    Exercise of Option                                                81
                    Section 13.04.    When Securities Presented for Repayment Become
                                            Due and Payable                                             81
                    Section 13.05.    Securities Repaid in Part                                         82

ARTICLE 14

DEFEASANCE AND COVENANT DEFEASANCE                                                                      82
                    Section 14.01.    Company's Option to Effect Defeasance or
                                            Covenant Defeasance                                         82
                    Section 14.02.    Defeasance and Discharge                                          83
                    Section 14.03.    Covenant Defeasance                                               83
                    Section 14.04.    Conditions to Defeasance or Covenant Defeasance                   84
                    Section 14.05.    Deposited Money and Government Obligations to Be
                                            Held in Trust; Other Miscellaneous Provisions               86
                    Section 14.06.    Reinstatement                                                     87
</TABLE>


                                       iv
<PAGE>

<TABLE>
<CAPTION>
                                                                                                      Page
<S>                 <C>               <C>                                                             <C>
ARTICLE 15

MEETINGS OF HOLDERS OF SECURITIES                                                                       87
                    Section 15.01.    Purposes for Which Meetings May Be Called                         87
                    Section 15.02.    Call, Notice and Place of Meetings                                87
                    Section 15.03.    Persons Entitled to Vote at Meetings                              88
                    Section 15.04.    Quorum; Action                                                    88
                    Section 15.05.    Determination of Voting Rights; Conduct and
                                            Adjournment of Meetings                                     89
                    Section 15.06.    Counting Votes and Recording Action of Meetings                   90
</TABLE>


                                       v
<PAGE>



                  INDENTURE, dated as of _______________, between Celestica
Inc., a corporation duly organized and existing under the laws of the Province
of Ontario, Canada (herein called the "Company"), having its principal office at
12 Concorde Place, Toronto, Ontario, Canada, M3C 3R8, and The Chase Manhattan
Bank, a New York banking corporation, as trustee hereunder (herein called the
"Trustee").

                             RECITALS OF THE COMPANY

                  The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its secured or
unsecured debentures, notes or other evidences of indebtedness (herein called
the "Securities"), unlimited as to principal amount, to bear such rates of
interest, to mature at such times, and to be issued in one or more series which
may be convertible into or exchangeable for any securities of any person
(including the Company) as hereinafter provided.

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

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

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                    ARTICLE 1

            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

                  Section  1.01. DEFINITIONS.

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

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

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



<PAGE>

                  (3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles in Canada, and, except as otherwise herein expressly provided, the
term "generally accepted accounting principles" with respect to any computation
required or permitted hereunder shall mean such accounting principles as are
generally accepted at the date of such computation;

                  (4) the words "consolidation, amalgamation or merger" as used
herein shall be deemed in each case to include any statutory arrangement
(including a business combination), binding share exchange or substantially
similar extraordinary transaction; and the words "consolidated, amalgamated or
merged" and similar phrases have meanings correlative to the foregoing;

                  (5) the words "include", "included" and "including" as used
herein shall be deemed in each case to be followed by the phrase "without
limitation"; and

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

                  "Act", when used with respect to any Holder, has the meaning
specified in Section 1.04.

                  "Additional Amounts" has the meaning specified in Section
10.05.

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

                  "Authenticating Agent" means any Person appointed by the
Trustee to act on behalf of the Trustee pursuant to Section 6.11 to authenticate
Securities.

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

                  "Bearer Security" means any Security except a Registered
Security.


                                       2
<PAGE>


                  "Board of Directors" means either the board of directors of
the Company or any duly authorized committee of that board.

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

                  "Business Day" means each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which banking institutions in the City of New
York or Toronto are authorized or obligated by law, regulation or executive
order to close.

                  "Clearstream, Luxembourg" means Clearstream Banking, a societe
anonyme, or its successor.

                  "Canadian Taxes" has the meaning specified in Section 10.05.

                  "Code" means the United States Internal Revenue Code of 1986,
as amended.

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

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

                  "Company Request" or "Company Order" means a written request
or order signed in the name of the Company by its Chairman of the Board, its
Vice Chairman of the Board, its Chief Executive Officer, its President or any
Executive Vice President or a Senior Vice President or a Vice President, and
countersigned by its principal financial officer, Treasurer, an Assistant
Treasurer, the Controller, its Secretary or an Assistant Secretary and delivered
to the Trustee.

                  "Conversion Date" has the meaning specified in Section
3.12(d).

                  "Conversion Event" means the cessation of use of (i) a Foreign
Currency both by the government of the country which issued such Foreign
Currency and by a central bank or other public institution of or within the
international banking community for the settlement of transactions, or (ii) any
Currency unit (or composite Currency) for the purposes for which it was
established.

                  "Corporate Trust Office" means the office of the Trustee at
which at any particular time its corporate trust business shall be administered
(which at the date of this Indenture is located at The Chase Manhattan Bank, 450
West 33rd Street, 15th Floor, New York, New York 10001, Attention: Capital
Markets Fiduciary Services), except that with respect to presentation of
Securities for payment or for registration of transfer or exchange, such term
shall mean the office or agency of




                                       3
<PAGE>

the Trustee designated for such purpose, which at the date of this Indenture is
located at The Chase Manhattan Bank, 450 West 33rd Street, 15th Floor, New York,
New York 10001, Attention: Capital Markets Fiduciary Services.

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

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

                  "covenant defeasance" has the meaning specified in Section
14.03.

                  "Currency" means any currency or currencies, composite
currency or currency unit or currency units issued by the government of one or
more countries or by any recognized confederation or association of such
governments.

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

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

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

                  "defeasance" has the meaning specified in Section 14.02.

                  "Depositary" means a clearing agency registered under the
Exchange Act that is designated to act as Depositary for such Securities as
contemplated by Section 3.05 or, with respect to Securities of any series
offered and sold to persons outside of the United States, Euroclear or
Clearstream, Luxembourg.

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

                  "Dollar Equivalent of the Currency Unit" has the meaning
specified in Section 3.12(g).

                  "Dollar Equivalent of the Foreign Currency" has the meaning
specified in Section 3.12(f).

                  "Euroclear" means Morgan Guaranty Trust Company of New York,
Brussels Office, or its successor as operator of the Euroclear system.


                  "Election Date" has the meaning specified in Section 3.12(h).

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



                                       4
<PAGE>

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

                  "Exchange Date" has the meaning specified in Section 3.04.

                  "Exchange Rate Agent" means, with respect to Securities of or
within any series, unless otherwise specified with respect to any Securities
pursuant to Section 3.01, a New York Clearing House bank, designated pursuant to
Section 3.01 or Section 3.13.

                  "Exchange Rate Officers' Certificate" means a tested telex or
a certificate setting forth (i) the applicable Market Exchange Rate and (ii) the
Dollar or Foreign Currency amounts of principal (and premium, if any) and
interest, if any (on an aggregate basis and on the basis of a Security having
the lowest denomination principal amount determined in accordance with Section
3.02 in the relevant Currency), payable with respect to a Security of any series
on the basis of such Market Exchange Rate, sent (in the case of a telex) or
signed (in the case of a certificate) by the President, any Executive Vice
President, Senior Vice President or Vice President, the principal financial
officer, the Treasurer or any Assistant Treasurer of the Company.

                  "Extension Notice" has the meaning specified in Section 3.08.

                  "Extension Period" has the meaning specified in Section 3.08.

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

                  "Final Maturity" has the meaning specified in Section 3.08.

                  "Foreign Currency" means any Currency other than Currency of
the United States.

                  "Global Security" means any Registered Security registered in
the name of the Depositary or a nominee thereof.

                  "Government Obligations" means, unless otherwise specified
with respect to any series of Securities pursuant to Section 3.01, securities
which are (i) direct obligations of the government which issued the Currency in
which the principal of or any premium or interest on such Securities of a
particular series are payable or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the government which
issued the Currency in which the Securities of such series are payable, the
payment of which is unconditionally guaranteed by such government, which, in
either case, are full faith and credit obligations of such government payable in
such Currency and are not callable or redeemable at the option of the issuer
thereof and shall also include a depository receipt issued by a bank or trust
company as custodian with respect to any such Government Obligation or a
specific payment of interest on or principal of any such Government Obligation
held by such custodian for the account of the holder of a depository receipt;
PROVIDED that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect



                                       5
<PAGE>

of the Government Obligation or the specific payment of interest or principal of
the Government Obligation evidenced by such depository receipt.

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

                  "Indenture" means this instrument as originally executed and
as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
and shall include the terms of particular series of Securities established as
contemplated by Section 3.01; PROVIDED, HOWEVER, that, if at any time more than
one Person is acting as Trustee under this instrument, "Indenture" shall mean,
with respect to any one or more series of Securities for which such Person is
Trustee, this instrument as originally executed or as it may from time to time
be supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and shall include the terms of
particular series of Securities for which such Person is Trustee established as
contemplated by Section 3.01, exclusive, however, of any provisions or terms
which relate solely to other series of Securities for which such Person is not
Trustee, regardless of when such terms or provisions were adopted, and exclusive
of any provisions or terms adopted by means of one or more indentures
supplemental hereto executed and delivered after such Person had become such
Trustee but to which such Person, as such Trustee, was not a party.

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

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

                  "Interest Payment Date", when used with respect to any
Security, means the Stated Maturity of an installment of interest on such
Security.

                  "Judgment Currency" has the meaning specified in Section 1.14.

                  "Market Exchange Rate" means, unless otherwise specified with
respect to any Securities pursuant to Section 3.01, (i) for any conversion
involving a currency unit on the one hand and Dollars or any Foreign Currency on
the other, the exchange rate between the relevant currency unit and Dollars or
such Foreign Currency calculated by the method specified pursuant to Section
3.01 for the Securities of the relevant series, (ii) for any conversion of
Dollars into any Foreign Currency, the noon (New York City time) buying rate for
such Foreign Currency for cable transfers quoted in New York City as certified
for customs purposes by the Federal Reserve Bank of New York, and (iii) for any
conversion of one Foreign Currency into Dollars or another Foreign Currency, the
spot rate at noon local time in the relevant market at which, in accordance with
normal banking procedures, the Dollars or Foreign Currency into which conversion
is being made could be



                                       6
<PAGE>

purchased with the Foreign Currency from which conversion is being made from
major banks located in either New York City, Toronto, Ontario, Canada or any
other principal market for Dollars or such purchased Foreign Currency, in each
case determined by the Exchange Rate Agent, or, if there is no Exchange Rate
Agent, as determined by the Company. Unless otherwise specified with respect to
any Securities pursuant to Section 3.01, in the event of the unavailability of
any of the exchange rates provided for in the foregoing clauses (i), (ii) and
(iii), the Exchange Rate Agent or if there is no Exchange Rate, the Company
shall use, in its sole discretion and without liability on its part, such
quotation of the Federal Reserve Bank of New York as of the most recent
available date, or quotations from one or more major banks in New York City,
Toronto, Ontario, Canada or another principal market for the Currency in
question, or such other quotations as the Exchange Rate Agent or the Company, as
the case may be, shall deem appropriate. Unless otherwise specified by the
Exchange Rate Agent, if there is more than one market for dealing in any
Currency by reason of foreign exchange regulations or otherwise, the market to
be used in respect of such Currency shall be that upon which a non-resident
issuer of securities designated in such Currency would purchase such Currency in
order to make payments in respect of such securities.

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

                  "Officers' Certificate" means a certificate signed both (a) by
the Chairman of the Board, a Vice Chairman of the Board, the Chief Executive
Officer, the President, an Executive Vice President, a Senior Vice President or
a Vice President and (b) by the principal financial officer, Treasurer, an
Assistant Treasurer, the Controller, the Secretary or an Assistant Secretary of
the Company, and delivered to the Trustee.

                  "Opinion of Counsel" means a written opinion of counsel of
recognized standing, who may be counsel for the Company, including an employee
of the Company, and who shall be acceptable to the Trustee.

                  "Optional Reset Date" has the meaning specified in Section
3.07(b).

                  "Original Issue Discount Security" means any Security which
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 5.02.

                  "Original Stated Maturity" has the meaning specified in
Section 3.08.

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

                  (i) Securities theretofore canceled by the Trustee or
delivered to the Trustee for cancellation;


                                       7
<PAGE>

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

                  (iii) Securities, except to the extent provided in Sections
14.02 and 14.03, with respect to which the Company has effected defeasance
and/or covenant defeasance as provided in Article 14; and

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

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders for quorum purposes, and for the purpose of making the
calculations required by Trust Indenture Act Section 313, (i) the principal
amount of an Original Issue Discount Security that may be counted in making such
determination or calculation and that shall be deemed to be Outstanding for such
purpose shall be equal to the amount of principal thereof that would be (or
shall have been declared to be) due and payable, at the time of such
determination, upon a declaration of acceleration of the Maturity thereof
pursuant to Section 5.02, (ii) the principal amount of any Security denominated
in a Foreign Currency that may be counted in making such determination or
calculation and that shall be deemed Outstanding for such purpose shall be equal
to the Dollar equivalent, determined as of the date such Security is originally
issued by the Company as set forth in an Exchange Rate Officers' Certificate
delivered to the Trustee, of the principal amount (or, in the case of an
Original Issue Discount Security, the Dollar equivalent as of such date of
original issuance of the amount determined as provided in clause (i) above) of
such Security, (iii) the principal amount of any Indexed Security that may be
counted in making such determination or calculation and that shall be deemed
outstanding for such purpose shall be equal to the principal face amount of such
Indexed Security at original issuance, unless otherwise provided with respect to
such Security pursuant to Section 3.01, and (iv) Securities owned by the Company
or any other obligor upon the Securities or any Affiliate of the Company or of
such other obligor shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in making such
calculation or in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which the Trustee knows to
be so owned shall be so disregarded. Securities so owned which have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or such other obligor.


                                       8
<PAGE>

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

                  "Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, estate, unincorporated
organization or government or any agency or political subdivision thereof and
any other entity, and includes any successor of such entity.

                  "Place of Payment" means, when used with respect to the
Securities of or within any series, the place or places where the principal of
(and premium, if any) and interest, if any, on such Securities are payable as
specified as contemplated by Sections 3.01 and 10.02.

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

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

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

                  "Registered Security" means any Security registered in the
Security Register.

                  "Regular Record Date" for the interest payable on any Interest
Payment Date on the Registered Securities of or within any series means the date
specified for that purpose as contemplated by Section 3.01.

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

                  "Required Currency" has the meaning specified in Section 1.14.

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

                  "Reset Notice" has the meaning specified in Section 3.07(b)

                  "Responsible Officer", when used with respect to the Trustee,
means the chairman or any vice-chairman of the board of directors, the chairman
or any vice-chairman of the executive committee of the board of directors, the
chairman of the trust committee, the president, any vice


                                       9
<PAGE>

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

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

                  "Securities Act" means the United States Securities Act of
1933, as amended from time to time.

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

                  "Special Record Date" for the payment of any Defaulted
Interest on the Registered Securities of or within any series means a date fixed
by the Trustee pursuant to Section 3.07.

                  "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 or a coupon representing such installment of interest
as the fixed date on which the principal of such Security or such installment of
principal or interest is due and payable, as such date may be extended pursuant
to the provisions of Section 3.08.

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

                  "Subsequent Interest Period" has the meaning specified in
Section 3.07(b)

                  "Trust Indenture Act" means the Trust Indenture Act of 1939 as
in force at the date as of which this Indenture was executed, except as provided
in Section 9.05.

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


                                       10
<PAGE>

                  "United States" means, unless otherwise specified with respect
to any Securities pursuant to Section 3.01, the United States (including the
states and the District of Columbia), its territories, its possessions and other
areas subject to its jurisdiction.

                  "United States person" means, unless otherwise specified with
respect to any Securities pursuant to Section 3.01, an individual who is a
citizen or resident of the United States, a corporation, partnership or other
entity created or organized in or under the laws of the United States or an
estate or trust the income of which is subject to United States federal income
taxation regardless of its source.

                  "Valuation Date" has the meaning specified in Section 3.12(c).

                  "Vice President", when used with respect to the Company or the
Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title "vice president".

                  "Voting Stock" of any person means shares or other equity in
the Person which ordinarily have the right to vote in the election of the
directors (or persons performing similar functions if the Person is not a
corporation), whether at all times or only under circumstances which have
occurred and are continuing.

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

                  Section  1.02. COMPLIANCE CERTIFICATES AND OPINIONS.

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

                  Every certificate or opinion with respect to compliance with a
covenant or condition provided for in this Indenture (other than pursuant to
Section 10.04) shall include:

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


                                       11
<PAGE>


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

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

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

              Section 1.03. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

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

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

                  Section 1.04. ACTS OF HOLDERS.

                  (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given or taken by Holders of the Outstanding Securities of all series or one or
more series, as the case may be, may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by agents duly appointed in writing. If Securities of a series are issuable as
Bearer Securities, any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders of such series may, alternatively, be embodied in and evidenced by
the record of Holders of such series voting in favor thereof, either in person
or by proxies duly appointed in writing, at any meeting of Holders of such
series duly called and held in accordance with the provisions of Article 15, or
a combination of such instruments and any such


                                       12
<PAGE>

record. Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments or record or both are delivered to
the Trustee and, where it is hereby expressly required, to the Company. The
Trustee shall promptly deliver to the Company copies of all such instruments and
records delivered to the Trustee with a courtesy copy to the Company's counsel
at the address listed in Section 1.05. Such instrument or instruments and any
such record (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the "Act" of the Holders signing such instrument or
instruments or so voting at any such meeting. Proof of execution of any such
instrument or of a writing appointing any such agent, or of the holding by any
Person of a Security, shall be sufficient for any purpose of this Indenture and
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section. The record of any meeting of Holders shall be proved
in the manner provided in Section 15.06.

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

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

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

                  (e) If the Company shall solicit from the Holders of
Registered Securities any request, demand, authorization, direction, notice,
consent, waiver or other Act, the Company may, at its option, by or pursuant to
a Board Resolution, fix in advance a record date for the determination of
Holders entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Company shall have no obligation to do so.
Notwithstanding Trust Indenture



                                       13
<PAGE>

Act Section 316(c), such record date shall be the record date specified in or
pursuant to such Board Resolution, which shall be a date not earlier than the
date 30 days prior to the first solicitation of Holders generally in connection
therewith and not later than the date such solicitation is completed. If such a
record date is fixed, such request, demand, authorization, direction, notice,
consent, waiver or other Act may be given before or after such record date, but
only the Holders of record at the close of business on such record date shall be
deemed to be Holders for the purposes of determining whether Holders of the
requisite proportion of Outstanding Securities have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent,
waiver or other Act, and for that purpose the Outstanding Securities shall be
computed as of such record date; PROVIDED that no such authorization, agreement
or consent by the Holders on such record date shall be deemed effective unless
it shall become effective pursuant to the provisions of this Indenture not later
than eleven months after the record date.

                  (f) Any request, demand, authorization, direction, notice,
consent, election, waiver or other Act of the Holder of any Security shall bind
every future Holder of the same Security and the Holder of every Security issued
upon the registration of transfer thereof or in exchange therefor or in lieu
thereof in respect of anything done, omitted or suffered to be done by the
Trustee or the Company in reliance thereon, whether or not notation of such
action is made upon such Security.

                  Section 1.05. NOTICES, ETC., TO TRUSTEE AND COMPANY.

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

                  (1) the Trustee by any Holder or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or filed in
writing to or with the Trustee at its Corporate Trust Office, The Chase
Manhattan Bank, 450 West 33rd Street, 15th Floor, New York, New York 10001,
Attention: Capital Markets Fiduciary Services - Celestica Inc. (facsimile number
(212) 946-8159).

                  In addition, a courtesy copy shall be sent to Trustee's
counsel (which shall not constitute notice to the Trustee): Kelley Drye &
Warren, LLP, 101 Park Avenue, New York, New York, Attention: David E. Retter,
Esq. (facsimile number (212) 808-7897); or

                  (2) the Company by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, or delivered by
hand or overnight courier, to the Company addressed to it at the address of its
principal office specified in the first paragraph of this Indenture or at any
other address previously furnished in writing to the Trustee by the Company with
a copy to Onex Corporation, 161 Bay Street, 44th Floor, P. O. Box 700, Toronto,
Ontario, Canada M5J 2S1, Attention: Anthony Melman or Mark Hilson (which shall
not constitute notice to the Company).


                                       14
<PAGE>

                  In addition, courtesy copies shall be sent to Company's
counsel (which shall not constitute notice to the Company): Davies, Ward & Beck,
1 First Canadian Place, Suite 4400, Toronto, Ontario, Canada, M5X1B1, Attention:
I. Berl Nadler, Esq. (facsimile number (416) 863-0871) and Kaye, Scholer,
Fierman, Hays & Handler, LLP, 425 Park Avenue, New York, New York 10022,
Attention: Lynn Toby Fisher, Esq. (facsimile number (212) 836-8689).

                  Any request, demand, authorization, direction, notice,
consent, election or waiver required or permitted under this Indenture shall be
in the English language, except that any published notice may be in an official
language of the country of publication.

                  Section 1.06.  NOTICE TO HOLDERS; WAIVER.

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

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

                  Except as otherwise expressly provided herein or otherwise
specified with respect to any Securities pursuant to Section 3.01, where this
Indenture provides for notice to Holders of Bearer Securities of any event, such
notice shall be sufficiently given to Holders of Bearer Securities if published
in an Authorized Newspaper in The City of New York and in such other city or
cities as may be specified in such Securities on a Business Day at least twice,
the first such publication to be not earlier than the earliest date, and not
later than the latest date, prescribed for the giving of such notice. Any such
notice shall be deemed to have been given on the date of the first such
publication.

                  In case, by reason of the suspension of publication of any
Authorized Newspaper or Authorized Newspapers or by reason of any other cause,
it shall be impracticable to publish any notice to Holders of Bearer Securities
as provided above, then such notification to Holders of Bearer Securities as
shall be given with the approval of the Trustee shall constitute sufficient
notice to such Holders for every purpose hereunder. Neither the failure to give
notice by publication to Holders of Bearer Securities as provided above, nor any
defect in any notice so published, shall affect the



                                       15
<PAGE>

sufficiency of such notice with respect to other Holders of Bearer
Securities or the sufficiency of any notice to Holders of Registered Securities
given as provided herein.

                  Any request, demand, authorization, direction, notice,
consent, election or waiver required or permitted under this Indenture shall be
in the English language, except that any published notice may be in an official
language of the country of publication.

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

                  Section 1.07. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

                  Section 1.08. SUCCESSORS AND ASSIGNS.

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

                  Section 1.09. SEPARABILITY CLAUSE.

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

                  Section 1.10. BENEFITS OF INDENTURE.

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

                  Section 1.11. GOVERNING LAW.

                  This Indenture and the Securities and coupons shall be
governed by and construed in accordance with the law of the State of New York
without regard to its principles of conflict of laws. This Indenture is subject
to the provisions of the Trust Indenture Act that are required to be part of
this Indenture and shall, to the extent applicable, be governed by such
provisions.


                                       16
<PAGE>

                  Section 1.12. LEGAL HOLIDAYS.

                  In any case where any Interest Payment Date, Redemption Date,
sinking fund payment date or Stated Maturity or Maturity of any Security shall
not be a Business Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or of any Security or coupon other than a provision
in the Securities of any series which specifically states that such provision
shall apply in lieu of this Section), payment of principal (or premium, if any)
or interest, if any, need not be made at such Place of Payment on such date, but
may be made on the next succeeding Business Day at such Place of Payment with
the same force and effect as if made on the Interest Payment Date or Redemption
Date or sinking fund payment date, or at the Stated Maturity or Maturity;
PROVIDED that no interest shall accrue for the period from and after such
Interest Payment Date, Redemption Date, sinking fund payment date, Stated
Maturity or Maturity, as the case may be.

                  Section 1.13. CONFLICT WITH TRUST INDENTURE ACT.

                  If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required under the Trust Indenture
Act to be a part of and to govern this Indenture, the latter provision shall
control. If any provision of this Indenture modifies or excludes any provision
of the Trust Indenture Act that may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified or to be
excluded, as the case may be.

                  Section 1.14. CONVERSION OF CURRENCY.

                  The Company covenants and agrees that the following provisions
shall apply to conversion of currency in the case of the Securities and this
Indenture:

                  (a) To the fullest extent allowed under applicable law, if for
the purpose of obtaining judgment against the Company in any court it is
necessary to convert the sum due in respect of the principal of, or any premium
or interest on, the Securities of any series (the "Required Currency") into a
currency in which judgment will be rendered (the "Judgment Currency"), the rate
of exchange used shall be the Market Exchange Rate on the Business Day preceding
that on which final judgment is given. The Company shall not be liable for any
shortfall nor shall it benefit from any windfall in payments to Holders of
Securities under this Section 1.14 caused by a change in Market Exchange Rates
between the time the amount of a judgment against it is calculated as above and
the time the Trustee converts the Judgment Currency into the Required Currency
to make payments under this Section 1.14 to Holders of Securities, but payment
of such judgment shall discharge all amounts owed by the Company on the claim or
claims underlying such judgment.

                  (b) In the event of the winding-up, liquidation, dissolution,
arrangement, reorganization or insolvency of the Company at any time while any
amount or damages owing under the Securities and this Indenture, or any judgment
or order rendered in respect thereof, shall remain outstanding, the Company
shall indemnify and hold the Holders and the Trustee harmless against any
deficiency arising or resulting from any variation in Market Exchange Rates
between (i) the date as of which the equivalent of the amount in cash due or
contingently due under the Securities and this Indenture (other than under this
subsection (b)) is calculated for the purposes of such winding-up



                                       17
<PAGE>

and (ii) the final date for the filing of proofs of claim in such winding-up.
For the purpose of this subsection (b), the final date for the filing of proofs
of claim in the winding-up of the Company shall be the date fixed by the
liquidator or otherwise in accordance with the relevant provisions of applicable
law as being the latest practicable date as at which liabilities of the Company
may be ascertained for such winding-up prior to payment by the liquidator or
otherwise in respect thereto.

                  (c) The obligations contained in subsection (a)(ii) of this
Section 1.14 shall constitute separate and independent obligations of the
Company from its other obligations under the Securities and this Indenture,
shall give rise to separate and independent causes of action against the
Company, shall apply irrespective of any waiver or extension granted by any
Holder or the Trustee or any of them from time to time and shall continue in
full force and effect notwithstanding any judgment or order or the filing of any
proof of claim in the winding-up of the Company for a liquidated sum in respect
of amounts due hereunder (other than under subsection (b) above) or under any
such judgment or order. Any such deficiency as aforesaid shall be deemed to
constitute a loss suffered by the Holders or the Trustee, as the case may be,
and no proof or evidence of any actual loss shall be required by the Company or
the liquidator or otherwise or any of them which shall be liable for such
deficiency. In the case of subsection (b) above, the amount of such deficiency
shall not be deemed to be reduced by any variation in Market Exchange Rates
occurring between the said final date and the date of any liquidating
distribution.

                  (d) The Trustee shall have no duty or liability with respect
to monitoring or enforcing this Section 1.14 and shall have no liability to the
Holders due to fluctuations in currency rates.

                  Section 1.15. INDENTURE AND SECURITIES SOLELY CORPORATE
                                OBLIGATIONS.

                  No recourse for the payment of payment of principal (or
premium, if any) or interest, if any, and no recourse under or upon any
obligation, covenant or agreement of the Company in this Indenture or in any
supplemental indenture or in any Security, or because of the creation of any
indebtedness represented thereby, shall be had against any incorporator,
shareholder, employee, agent, officer or director, as such, past, present or
future, of the Company or of any successor corporations, whether by virtue of
any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that all such
liability is hereby waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issue of the
Securities.

                  Section 1.16. AGENT FOR SERVICE; SUBMISSION TO JURISDICTION;
                                WAIVER OF IMMUNITIES.

                  Upon completion and delivery of this Indenture, the Company
(a) acknowledges that it has, by separate written instrument, irrevocably
designated and appointed CT Corporation System, as its authorized agent upon
which process may be served in any suit, action or proceeding arising out of or
relating to the Securities or this Indenture that may be instituted in any
federal or state court in the State of New York, Borough of Manhattan, or
brought under federal or state securities laws or brought by the Trustee
(whether in their individual capacity or in their capacity as Trustee
hereunder), and acknowledges that CT Corporation System has accepted such
designation, (b)



                                       18
<PAGE>

irrevocably submits to the jurisdiction of any such court in any such suit,
action or proceeding, and (c) agrees that service of process upon CT Corporation
System and written notice of said service to it (mailed or delivered to the
Company's Corporate Secretary at its address as specified pursuant to Section
1.05 hereof) shall be deemed in every respect effective service of process upon
it in any such suit, action or proceeding. The Company further agrees to take
any and all actions, including the execution and filing of any and all such
documents and instruments, as may be necessary to continue such designation and
appointment of CT Corporation System in full force and effect so long as this
Indenture shall be in full force and effect.

                  To the extent the Company has or hereafter may acquire any
immunity from jurisdiction of any court or from any legal process (whether
through service of notice, attachment prior to judgment, attachment in aid of
execution, execution or otherwise) with respect to itself or its property, the
Company hereby irrevocably waives such immunity in respect of its obligations
under this Indenture and the Securities, to the extent permitted by law.

                  Section 1.17. INCORPORATION BY REFERENCE OF TRUST INDENTURE
                                ACT.

                  Whenever this Indenture refers to a provision of the Trust
Indenture Act, the provision is incorporated by reference in and made a part of
this Indenture.


                                    ARTICLE 2

                                 SECURITY FORMS

                  Section 2.01. FORMS GENERALLY.

                  The Registered Securities, if any, of each series and the
Bearer Securities, if any, of each series and related coupons shall be in
substantially the forms as shall be established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon
as may be required to comply with the Securities Act and the Exchange Act,
applicable state securities laws or the rules of any securities exchange, the
Code and the Treasury regulations under the Code or as may, consistently
herewith, be determined by the officers executing such Securities or coupons, as
evidenced by their execution of the Securities or coupons. If the forms of
Securities or coupons of any series are established by action taken pursuant to
a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 3.03 for the authentication and delivery of such
Securities or coupons. Any portion of the text of any Security may be set forth
on the reverse thereof, with an appropriate reference thereto on the face of the
Security.

                  Unless otherwise specified as contemplated by Section 3.01,
Securities in bearer form shall have interest coupons attached.



                                       19
<PAGE>

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

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

                  Section 2.02. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

                  Subject to Section 6.11, the Trustee's certificate of
authentication shall be in substantially the following form:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION



Dated:  ____________________

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

                            THE CHASE MANHATTAN BANK,
                            as Trustee


                            By_____________________________________
                                      Authorized Officer

                  Section 2.03. GLOBAL SECURITIES.

                  If Securities of or within a series are issuable as Global
Securities, as specified as contemplated by Section 3.01, then, notwithstanding
clause (10) of Section 3.01, any such Security shall represent such of the
Outstanding Securities of such series as shall be specified therein and may
provide that it shall represent the aggregate amount of Outstanding Securities
of such series from time to time endorsed thereon and that the aggregate amount
of Outstanding Securities of such series represented thereby may from time to
time be increased or decreased to reflect exchanges. Any endorsement of a Global
Security to reflect the amount, or any increase or decrease in the amount, of
Outstanding Securities represented thereby shall be made by the Trustee in such
manner and upon instructions given by such Person or Persons as shall be
specified therein or in the Company Order to be delivered to the Trustee
pursuant to Section 3.03 or Section 3.04. Subject to the provisions of Section
3.03 and, if applicable, Section 3.04, the Trustee shall deliver and redeliver
any permanent Global Security in the manner and upon instructions given by the
Person or Persons specified therein or in the applicable Company Order. If a
Company Order pursuant to Section 3.03 or Section 3.04 has been, or
simultaneously is, delivered, any instructions by the Company with respect to


                                       20
<PAGE>

endorsement or delivery or redelivery of a Global Security shall be in writing
but need not comply with Section 1.02 and need not be accompanied by an Opinion
of Counsel.

                  The provisions of the last sentence of Section 3.03 shall
apply to any Security represented by a Global Security if such Security was
never issued and sold by the Company and the Company delivers to the Trustee the
Global Security together with written instructions (which need not comply with
Section 1.02 and need not be accompanied by an Opinion of Counsel) with regard
to the reduction in the principal amount of Securities represented thereby,
together with the written statement contemplated by the last sentence of Section
3.03.

                  Notwithstanding the provisions of Section 3.07, unless
otherwise specified as contemplated by Section 3.01, payment of principal of
(and premium, if any) and interest, if any, on any permanent Global Security
shall be made to the Person or Persons specified therein.

                  Notwithstanding the provisions of Section 3.09 and except as
provided in the preceding paragraph, the Company, the Trustee and any agent of
the Company and the Trustee shall treat as the Holder of such principal amount
of Outstanding Securities represented by a permanent Global Security (i) in the
case of a permanent Global Security in registered form, the Holder of such
permanent Global Security in registered form, or (ii) in the case of a permanent
Bearer Security in global form, Euroclear or Clearstream, Luxembourg.


                                    ARTICLE 3

                                 THE SECURITIES

                  Section 3.01. AMOUNT UNLIMITED; ISSUABLE IN SERIES.

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

                  The Securities may be issued from time to time in one or more
series. There shall be established in one or more Board Resolutions or pursuant
to authority granted by one or more Board Resolutions, and established in one or
more indentures supplemental hereto, prior to the issuance of Securities of any
series, any or all of the following, as applicable (each of which (except for
the matters set forth in clauses (1), (2) and (19) below), if so provided, may
be determined from time to time by the Company with respect to unissued
Securities of the series and set forth in such Securities of the series when
issued from time to time):

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

                  (2) any limit upon the aggregate principal amount of the
Securities of the series that may be authenticated and delivered under this
Indenture (except for Securities authenticated and


                                       21
<PAGE>

delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Securities of the series pursuant to Section 3.04, 3.05, 3.06, 9.06, 11.07
or 14.05);

                  (3) the extent and manner, if any, to which payment on or in
respect of the Securities of the series will be senior or will be subordinated
to the prior payment of other liabilities and obligations of the Company;

                  (4) the percentage or percentages of principal amount at which
the Securities of the series will be issued and the amount of discount, if any,
with which such Securities will be issued;

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

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

                  (7) the place or places, if any, other than or in addition to
the Borough of Manhattan, The City of New York, where the principal of (and
premium, if any) and interest, if any, on Securities of the series shall be
payable, where any Registered Securities of the series may be surrendered for
registration of transfer, where Securities of the series may be surrendered for
exchange, where Securities of the series that are convertible or exchangeable
may be surrendered for conversion or exchange, as applicable and, if different
than the location specified in Section 1.06, the place or places where notices
or demands to or upon the Company in respect of the Securities of the series and
this Indenture may be served;

                  (8) the period or periods within which, the price or prices at
which, the Currency in which, and other terms and conditions upon which
Securities of the series may be redeemed, in whole or in part, at the option of
the Company, if the Company is to have that option;

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

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



                                       22
<PAGE>

and, if other than denominations of $5,000, the denomination or denominations in
which any Bearer Securities of the series shall be issuable;

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

                  (12) if other than the principal amount thereof, the portion
of the principal amount of Securities of the series that shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or
the method by which such portion shall be determined;

                  (13) if other than Dollars, the Currency in which payment of
the principal of (or premium, if any) or interest, if any, on the Securities of
the series shall be payable or in which the Securities of the series shall be
denominated and the particular provisions applicable thereto in accordance with,
in addition to or in lieu of any of the provisions of Section 3.12;

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

                  (15) whether the principal of (or premium, if any) or
interest, if any, on the Securities of the series are to be payable, at the
election of the Company or a Holder thereof, in a Currency other than that in
which such Securities are denominated or stated to be payable, the period or
periods within which (including the Election Date), and the terms and conditions
upon which, such election may be made, and the time and manner of determining
the exchange rate between the Currency in which such Securities are denominated
or stated to be payable and the Currency in which such Securities are to be so
payable, in each case in accordance with, in addition to or in lieu of any of
the provisions of Section 3.12;

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

                  (17) the applicability, if any, of Sections 14.02 and/or 14.03
to the Securities of the series and any provisions in modification of, in
addition to or in lieu of any of the provisions of Article 14 that shall be
applicable to the Securities of the series;

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

                  (19) any deletions from, modifications of or additions to the
Events of Default or covenants (including any deletions from, modifications of
or additions to Section 5.01) of the Company with respect to Securities of the
series, whether or not such Events of Default or covenants are consistent with
the Events of Default or covenants set forth herein;

                                       23
<PAGE>

                  (20) whether Securities of the series are to be issuable as
Bearer Securities (with or without coupons), any restrictions applicable to the
offer, sale or delivery of Bearer Securities, whether any Securities of the
series are to be issuable initially as temporary Global Securities and whether
any Securities of the series are to be issuable as permanent Global Securities
with or without coupons and, if so, whether beneficial owners of interests in
any such permanent Global Security may exchange such interests for Securities of
such series and of like tenor of any authorized form and denomination and the
circumstances under which any such exchanges may occur, if other than in the
manner provided in Section 3.05, whether Registered Securities of the series may
be exchanged for Bearer Securities of the series (if permitted by applicable
laws and regulations), whether Bearer Securities of the series may be exchanged
for Registered Securities of such series, and the circumstances under which and
the place or places where any such exchanges may be made and if Securities of
the series are to be issuable as Global Securities, the identity of any initial
Depositary therefor and the form of any legend or legends to be borne by the
Global Security;

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

                  (22) the Person to whom any interest on any Registered
Security of the series shall be payable, if other than the Person in whose name
that Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest, the manner in which,
or the Person to whom, any interest on any Bearer Security of the series shall
be payable, if otherwise than upon presentation and surrender of the coupons
appertaining thereto as they severally mature, and the extent to which, or the
manner in which, any interest payable on a temporary Global Security on an
Interest Payment Date will be paid if other than in the manner provided in
Section 3.04;

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

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

                  (25) whether, under what circumstances and the Currency in
which the Company will pay Additional Amounts as contemplated by Section 10.05
on the Securities of the series to any Holder who is not a Canadian person
(including any modification to the definition of such term) in respect of any
tax, assessment or governmental charge and, if so, whether the Company will have
the option to redeem such Securities rather than pay such Additional Amounts
(and the terms of any such option);

                  (26) the terms of any guarantee of the payment of principal,
premium and interest with respect to Securities of the series and any
corresponding changes to the provisions of this Indenture as then in effect;


                                       24
<PAGE>

                  (27) the terms, if any, of the transfer, mortgage, pledge or
assignment as security for the Securities of the series of any properties,
assets, moneys, proceeds, securities or other collateral, including whether
certain provisions of the Trust Indenture Act are applicable and any
corresponding changes to provisions of this Indenture as then in effect; and

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

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

                  All Securities of any one series and the coupons appertaining
to any Bearer Securities of such series shall be substantially identical except,
in the case of Registered Securities, as to denomination and except as may
otherwise be provided in or pursuant to such Board Resolution (subject to
Section 3.03) and set forth in such Officers' Certificate or in any such
indenture supplemental hereto. Not all Securities of any one series need be
issued at the same time, and, unless otherwise provided, a series may be
reopened for issuances of additional Securities of such series.

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

                  Section 3.02. DENOMINATIONS.

                  The Securities of each series shall be issuable in such
denominations as shall be specified as contemplated by Section 3.01. With
respect to Securities of any series denominated in Dollars, in the absence of
any such provisions, the Registered Securities of such series, other than
Registered Securities issued in global form (which may be of any denomination),
such Global Securities shall be issuable in denominations of $1,000 and any
integral multiple thereof and the Bearer Securities of such series, other than
the Bearer Securities issued in global form (which may be of any denomination),
shall be issuable in a denomination of $5,000.

                  Section 3.03. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

                  The Securities and any coupons appertaining thereto shall be
executed on behalf of the Company by its Chairman of the Board, its Vice
Chairman of the Board, its Chief Executive Officer, its President, any Executive
Vice President, any Senior Vice President, any Vice President or its Treasurer,
under its corporate seal reproduced thereon attested by its Secretary or an
Assistant Secretary. The signature of any of these officers on the Securities or
coupons may be the manual or facsimile signatures of the present or any future
such authorized officer and may be imprinted or otherwise reproduced on the
Securities.

                                       25
<PAGE>

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

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series
together with any coupon appertaining thereto, executed by the Company to the
Trustee for authentication, together with a Company Order for the authentication
and delivery of such Securities, and the Trustee in accordance with such Company
Order shall authenticate and deliver such Securities. If any Security shall be
represented by a permanent Bearer Security in global form, then, for purposes of
this Section and Section 3.04, the notation of a beneficial owner's interest
therein upon original issuance of such Security or upon exchange of a portion of
a temporary Global Security shall be deemed to be delivery in connection with
its original issuance of such beneficial owner's interest in such permanent
Global Security. Except as permitted by Section 3.06, the Trustee shall not
authenticate and deliver any Bearer Security unless all appurtenant coupons for
interest then matured have been detached and canceled. If not all the Securities
of any series are to be issued at one time and if the Board Resolution or
supplemental indenture establishing such series shall so permit, such Company
Order may set forth procedures acceptable to the Trustee for the issuance of
such Securities and determining terms of particular Securities of such series
such as interest rate, stated maturity, date of issuance and date from which
interest shall accrue.

                  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 Trust Indenture Act
Sections 315(a) through 315(d)) shall be fully protected in relying upon, an
Opinion of Counsel stating:

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

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

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

                                       26
<PAGE>

                  (d) that all laws and requirements in respect of the execution
and delivery by the Company of such Securities, any coupons and of the
supplemental indentures, if any, have been complied with and that authentication
and delivery of such Securities and any coupons and the execution and delivery
of the supplemental indenture, if any, by the Trustee will not violate the terms
of the Indenture;

                  (e) that the Company has the corporate power to issue such
Securities and any coupons, and has duly taken all necessary corporate action
with respect to such issuance; and

                  (f) that the issuance of such Securities and any coupons will
not contravene the articles of incorporation or by-laws of the Company or result
in any violation of any of the terms or provisions of any law or regulation or
of any indenture, mortgage or other agreement known to such Counsel by which the
Company is bound.

                  Notwithstanding the provisions of Section 3.01 and of the
preceding two paragraphs, if not all the Securities of any series are to be
issued at one time, it shall not be necessary to deliver the Officers'
Certificate otherwise required pursuant to Section 3.01 or the Company Order and
Opinion of Counsel otherwise required pursuant to the preceding two paragraphs
prior to or at the time of issuance of each Security, but such documents shall
be delivered prior to or at the time of issuance of the first Security of such
series.

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

                  Each Registered Security shall be dated the date of its
authentication and each Bearer Security shall be dated as of the date specified
as contemplated by Section 3.01.

                  No Security or coupon shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose unless there appears on
such Security a certificate of authentication substantially in the form provided
for herein duly executed by the Trustee by manual signature of an authorized
officer, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder and is entitled to the benefits of this Indenture.
Notwithstanding the foregoing, if any Security shall have been authenticated and
delivered hereunder but never issued and sold by the Company, and the Company
shall deliver such Security to the Trustee for cancellation as provided in
Section 3.10 together with a written statement (which need not comply with
Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that
such Security has never been issued and sold by the Company, for all purposes of
this Indenture such Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits of this
Indenture.

                                       27
<PAGE>

                  Section 3.04. TEMPORARY SECURITIES.


                  Pending the preparation of definitive Securities of any
series, the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Securities which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities.

                  If temporary Securities of any series are issued, the Company
will cause definitive Securities of that series to be prepared without
unreasonable delay. After the preparation of definitive Securities of such
series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series upon surrender of the temporary Securities
of such series at the office or agency of the Company maintained pursuant to
Section 10.02 in each Place of Payment for that series for the purpose of
exchanges of Securities of such series, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Securities of any series
the Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor one or more definitive Securities of the same series, of any
authorized denominations and of a like aggregate principal amount and tenor.
Until so exchanged the temporary Securities of any series shall in all respects
be entitled to the same benefits under this Indenture as definitive Securities
of such series and tenor.

                  Section 3.05. REGISTRATION, REGISTRATION OF TRANSFER AND
                                EXCHANGE.

                  The Company shall cause to be kept at the Corporate Trust
Office of the Trustee a register for each series of Securities (the registers
maintained in the Corporate Trust Office of the Trustee and in any other office
or agency of the Company in a Place of Payment being herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Registered Securities and of transfers of Registered Securities.
The Security Register shall be in written form or any other form capable of
being converted into written form within a reasonable time. At all reasonable
times, the Security Register shall be open to inspection by the Trustee. The
Trustee is hereby initially appointed as security registrar (the "Security
Registrar") for the purpose of registering Registered Securities and transfers
of Registered Securities as herein provided.

                  The Company shall have the right to remove and replace from
time to time the Security Registrar for any series of Securities; PROVIDED,
THAT, no such removal or replacement shall be effective until a successor
Security Registrar with respect to such series of Registered Securities shall
have been appointed by the Company and shall have accepted such appointment by
the Company. In the event that the Trustee shall not be or shall cease to be the
Security Registrar with respect to a series of Securities, it shall have the
right to examine the Security Register for such series at all reasonable times.
There shall be only one Security Registrar for such series of Securities.

                                       28
<PAGE>

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

                  At the option of the Holder, Registered Securities of any
series may be exchanged for other Registered Securities of the same series, of
any authorized denomination and of a like aggregate principal amount, upon
surrender of the Registered Securities to be exchanged at such office or agency.
Whenever any Registered Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Registered
Securities which the Holder making the exchange is entitled to receive. Unless
otherwise specified with respect to any series of Securities as contemplated by
Section 3.01, Bearer Securities may not be issued in exchange for Registered
Securities.

                  If (but only if) expressly permitted in or pursuant to the
applicable Board Resolution and (subject to Section 3.03) set forth in the
applicable Officers' Certificate, or in any indenture supplemental hereto,
delivered as contemplated by Section 3.01, at the option of the Holder, Bearer
Securities of any series may be exchanged for Registered Securities of the same
series of any authorized denomination and of a like aggregate principal amount
and tenor, upon surrender of the Bearer Securities to be exchanged at any such
office or agency, with all unmatured coupons and all matured coupons in default
thereto appertaining. If the Holder of a Bearer Security is unable to produce
any such unmatured coupon or coupons or matured coupon or coupons in default,
any such permitted exchange may be effected if the Bearer Securities are
accompanied by payment in funds acceptable to the Company in an amount equal to
the face amount of such missing coupon or coupons, or the surrender of such
missing coupon or coupons may be waived by the Company and the Trustee if there
is furnished to them such security or indemnity as they may require to save each
of them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to any Paying Agent any such missing coupon in respect of which
such a payment shall have been made, such Holder shall be entitled to receive
the amount of such payment. Notwithstanding the foregoing, in case a Bearer
Security of any series is surrendered at any such office or agency in a
permitted exchange for a Registered Security of the same series and like tenor
after the close of business at such office or agency on (i) any Regular Record
Date and before the opening of business at such office or agency on the relevant
Interest Payment Date, or (ii) any Special Record Date and before the opening of
business at such office or agency on the related proposed date for payment of
Defaulted Interest, such Bearer Security shall be surrendered without the coupon
relating to such Interest Payment Date or proposed date for payment, as the case
may be, and interest or Defaulted Interest, as the case may be, will not be
payable on such Interest Payment Date or proposed date for payment, as the case
may be, in respect of the Registered Security issued in exchange for such Bearer
Security, but will be payable only to the Holder of such coupon when due in
accordance with the provisions of this Indenture.

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

                                       29
<PAGE>

                  Notwithstanding the foregoing, except as otherwise specified
as contemplated by Section 3.01, any permanent Global Security shall be
exchangeable only as provided in this paragraph and the immediately following
paragraph. If any beneficial owner of an interest in a permanent Global Security
is entitled to exchange such interest for Securities of such series and of like
tenor and principal amount of another authorized form and denomination, as
specified as contemplated by Section 3.01 and provided that any applicable
notice provided in the permanent Global Security shall have been given, then
without unnecessary delay but in any event not later than the earliest date on
which such interest may be so exchanged, the Company shall deliver to the
Trustee definitive Securities in aggregate principal amount equal to the
principal amount of such beneficial owner's interest in such permanent Global
Security, executed by the Company. On or after the earliest date on which such
interests may be so exchanged, such permanent Global Security shall be
surrendered by the Common Depositary or such other depositary as shall be
specified in the Company Order with respect thereto to the Trustee, as the
Company's agent for such purpose, to be exchanged, in whole or from time to time
in part, for definitive Securities without charge, and the Trustee shall
authenticate and deliver, in exchange for each portion of such permanent Global
Security, an equal aggregate principal amount of definitive Securities of the
same series of authorized denominations and of like tenor as the portion of such
permanent Global Security to be exchanged which, unless the Securities of the
series are not issuable both as Bearer Securities and as Registered Securities,
as specified as contemplated by Section 3.01, shall be in the form of Bearer
Securities or Registered Securities, or any combination thereof, as shall be
specified by the beneficial owner thereof; PROVIDED, HOWEVER, that no such
exchanges may occur during a period beginning at the opening of business 15 days
before any selection of Securities to be redeemed and ending on the relevant
Redemption Date if the Security for which exchange is requested may be among
those selected for redemption. If a Registered Security is issued in exchange
for any portion of a permanent Global Security after the close of business at
the office or agency where such exchange occurs on (i) any Regular Record Date
and before the opening of business at such office or agency on the relevant
Interest Payment Date, or (ii) any Special Record Date and before the opening of
business at such office or agency on the related proposed date for payment of
Defaulted Interest, interest or Defaulted Interest, as the case may be, will not
be payable on such Interest Payment Date or proposed date for payment, as the
case may be, in respect of such Registered Security, but will be payable on such
Interest Payment Date or proposed date for payment, as the case may be, only to
the Person to whom interest in respect of such portion of such permanent Global
Security is payable in accordance with the provisions of this Indenture.

                  If at any time the Depositary for Securities of a series
notifies the Company that it is unwilling, unable or no longer qualifies to
continue as Depositary for Securities of such series or if at any time the
Depositary for Securities for such series shall no longer be registered or in
good standing under the Exchange Act, or other applicable statute or regulation,
the Company shall appoint a successor Depositary with respect to the Securities
for such series. If a successor to the Depositary for Securities is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such condition as the case may be, the Company's election
pursuant to Section 3.01 shall no longer be effective with respect to the
Securities for such series and the Company will execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of definitive
Securities of such series, will authenticate and deliver Securities of such
series in definitive registered form, in authorized denominations, and in an
aggregate principal



                                       30
<PAGE>

amount equal to the principal amount of the Global Security or Securities
representing such series in exchange for such Global Security or Securities.

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

                  Upon the exchange of a Global Security for Securities in
definitive registered form, such Global Security shall be canceled by the
Trustee. Securities issued in exchange for a Global Security pursuant to this
Section shall be registered in such names and in such authorized denominations
as the Depositary for such Global Security, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee in
writing. The Trustee shall deliver such Securities to the persons in whose names
such Securities are so registered.

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

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

                  No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 3.04, 9.06, 11.07 or 14.05 not involving any
transfer.

                  The Company shall not be required (i) to issue, register the
transfer of or exchange Securities of any series during a period beginning at
the opening of business 15 days before the day of the selection for redemption
of Securities of that series under Section 11.03 or 12.03 and ending at the
close of business on (A) if Securities of the series are issuable only as
Registered Securities, the day of the mailing of the relevant notice of
redemption and (B) if Securities of the series are issuable as Bearer
Securities, the day of the first publication of the relevant notice of
redemption or, if Securities of the series are also issuable as Registered
Securities and there is no publication, the mailing of the relevant notice of
redemption, or (ii) to register the transfer of or exchange any Registered
Security so selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part, or (iii) to exchange any Bearer
Security so selected for redemption except that such a Bearer Security may be
exchanged for a Registered Security of that series and like tenor; PROVIDED that
such Registered Security shall be simultaneously surrendered for



                                       31
<PAGE>

redemption, or (iv) to issue, register the transfer of or exchange any Security
which has been surrendered for repayment at the option of the Holder, except the
portion, if any, of such Security not to be so repaid.

                  Section 3.06. MUTILATED, DESTROYED, LOST AND STOLEN
                                SECURITIES.

                  If any mutilated Security or a Security with a mutilated
coupon appertaining to it is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
new Security of the same series and of like tenor and principal amount and
bearing a number not contemporaneously outstanding, with coupons corresponding
to the coupons, if any, appertaining to the surrendered Security, or, in case
any such mutilated Security or coupon has become or is about to become due and
payable, the Company in its discretion may, instead of issuing a new Security,
with coupons corresponding to the coupons, if any, appertaining to the
surrendered Security, pay such Security or coupon.

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

                  Notwithstanding the provisions of the previous two paragraphs,
in case any such mutilated, destroyed, lost or stolen Security or coupon has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, with coupons corresponding to the coupons, if
any, appertaining to such mutilated, destroyed, lost or stolen Security or to
the Security to which such mutilated, destroyed, lost or stolen coupon
appertains, pay such Security or coupon; PROVIDED, HOWEVER, that payment of
interest, if any, on Bearer Securities shall, unless otherwise specified as
contemplated by Section 3.01, be payable only upon presentation and surrender of
the coupons appertaining thereto.

                  Upon the issuance of any new Security under this Section, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto (other than any
stamp and other duties, if any, which may be imposed by the United States,
Canada or any political subdivision thereof or therein, which shall be paid by
the Company) and any other expenses (including the fees and expenses of the
Trustee) connected therewith.

                  Every new Security of any series with its coupons, if any,
issued pursuant to this Section in lieu of any mutilated, destroyed, lost or
stolen Security or in exchange for a Security to



                                       32
<PAGE>

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

                  The provisions of this Section, as amended or supplemented
pursuant to this Indenture with respect to a particular series of Securities or
generally, are exclusive and shall preclude (to the extent lawful) all other
rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities or coupons.

                  Section 3.07. PAYMENT  OF  PRINCIPAL  AND  INTEREST;  INTEREST
                                RIGHTS  PRESERVED;  OPTIONAL  INTEREST RESET.

                  (a) Unless otherwise provided as contemplated by Section 3.01
with respect to any series of Securities, interest, if any, on any Registered
Security which is payable, and is punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name such Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest at the office or agency of the
Company maintained for such purpose pursuant to Section 10.02; PROVIDED,
HOWEVER, that each installment of interest, if any, on any Registered Security
or the principal at Maturity may at the Company's option be paid by (i) mailing
a check for such interest or principal payment, payable to or upon the written
order of the Person entitled thereto pursuant to Section 3.09, to the address of
such Person as it appears on the Security Register or (ii) wire transfer to an
account maintained by the payee; PROVIDED FURTHER, that principal paid in
relation to any Security redeemed at the option of the Company pursuant to
Article 11, or paid at Maturity, shall be paid to the holder of such Security
only upon presentation and surrender of such Security to such office or agency
referred to in this Section 3.07(a).

                  Unless otherwise provided as contemplated by Section 3.01 with
respect to the Securities of any series, payment of interest, if any, may be
made, in the case of a Bearer Security, by transfer to an account maintained by
the payee.

                  Unless otherwise provided as contemplated by Section 3.01,
every permanent Global Security will provide that interest, if any, payable on
any Interest Payment Date will be paid to the Depositary, for the purpose of
permitting the Depositary to credit the interest, if any, received by it in
respect of such permanent Global Security to the accounts of the beneficial
owners thereof.

                  Any interest on any Registered Security of any series which
is payable, but is not punctually paid or duly provided for, on any Interest
Payment Date shall forthwith cease to be payable to the Holder on the
relevant Regular Record Date by virtue of having been such Holder, and such
defaulted interest and, if applicable, interest on such defaulted interest
(to the extent lawful) at the rate specified in the Securities of such series
(such defaulted interest and, if applicable, interest

                                       33
<PAGE>

thereon herein collectively called "Defaulted Interest") may be paid by the
Company, at its election in each case, as provided in clause (1) or (2) below:

                  (1) The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Registered Securities of such series
(or their respective Predecessor Securities) are registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest,
which shall be fixed in the following manner. The Company shall notify the
Trustee in writing of the amount of Defaulted Interest proposed to be paid on
each Registered Security of such series and the date of the proposed payment,
and at the same time the Company shall deposit with the Trustee an amount of
money in the Currency in which the Securities of such series are payable (except
as otherwise specified pursuant to Section 3.01 for the Securities of such
series and except, if applicable, as provided in Sections 3.12(b), 3.12(d) and
3.12(e)) equal to the aggregate amount proposed to be paid in respect of such
Defaulted Interest or shall make arrangements satisfactory to the Trustee for
such deposit on or prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a
Special Record Date for the payment of such Defaulted Interest which shall be
not more than 15 days and not less than 10 days prior to the date of the
proposed payment and not less than 10 days after the receipt by the Trustee of
the notice of the proposed payment. The Trustee shall promptly notify the
Company of such Special Record Date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor to be given in the manner provided in
Section 1.06, not less than 10 days prior to such Special Record Date. Notice of
the proposed payment of such Defaulted Interest and the Special Record Date
therefor having been so given, such Defaulted Interest shall be paid to the
Persons in whose name the Registered Securities of such series (or their
respective Predecessor Securities) are registered at the close of business on
such Special Record Date and shall no longer be payable pursuant to the
following clause (2).

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

                  (3) The provisions of this Section 3.07(b) may be made
applicable to any series of Securities pursuant to Section 3.01 (with such
modifications, additions or substitutions as may be specified pursuant to such
Section 3.01). The interest rate (or the spread or spread multiplier used to
calculate such interest rate, if applicable) on any Security of such series may
be reset by the Company on the date or dates specified on the face of such
Security (each an "Optional Reset Date"). The Company may exercise such option
with respect to such Security by notifying the Trustee of such exercise at least
50 but not more than 60 days prior to an Optional Reset Date for such Security.
Not later than 40 days prior to each Optional Reset Date, the Trustee shall
transmit, in the manner provided for in Section 1.06, to the Holder of any such
Security a notice (the "Reset Notice") indicating whether the Company has
elected to reset the interest rate (or the spread or spread multiplier used to
calculate such interest rate, if applicable), and if so (i) such new interest
rate (or



                                       34
<PAGE>

such new spread or spread multiplier, if applicable) and (ii) the provisions, if
any, for redemption during the period from such Optional Reset Date to the next
Optional Reset Date or if there is no such next Optional Reset Date, to the
Stated Maturity Date of such Security (each such period a "Subsequent Interest
Period"), including the date or dates on which or the period or periods during
which and the price or prices at which such redemption may occur during the
Subsequent Interest Period.

                  Notwithstanding the foregoing, not later than 20 days prior to
the Optional Reset Date, the Company may, at its option, revoke the interest
rate (or the spread or spread multiplier used to calculate such interest rate,
if applicable) provided for in the Reset Notice and establish an interest rate
(or a spread or spread multiplier used to calculate such interest rate, if
applicable) that is higher than the interest rate (or the spread or spread
multiplier, if applicable) provided for in the Reset Notice, for the Subsequent
Interest Period by causing the Trustee to transmit, in the manner provided for
in Section 1.06, notice of such higher interest rate (or such higher spread or
spread multiplier, if applicable) to the Holder of such Security. Such notice
shall be irrevocable. All Securities with respect to which the interest rate (or
the spread or spread multiplier used to calculate such interest rate, if
applicable) is reset on an Optional Reset Date, and with respect to which the
Holders of such Securities have not tendered such Securities for repayment (or
have validly revoked any such tender) pursuant to the next succeeding paragraph,
will bear such higher interest rate (or such higher spread or spread multiplier,
if applicable).

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

                  Subject to the foregoing provisions of this Section and
Section 3.05, each Security delivered under this Indenture upon registration of
transfer of or in exchange for or in lieu of any other Security shall carry the
rights to interest accrued and unpaid, and to accrue, which were carried by such
other Security.

                  Section  3.08.  OPTIONAL EXTENSION OF STATED MATURITY.

                  The provisions of this Section 3.08 may be made applicable to
any series of Securities pursuant to Section 3.01 (with such modifications,
additions or substitutions as may be specified pursuant to such Section 3.01).
The Stated Maturity of any Security of such series may be extended at the option
of the Company for the period or periods specified on the face of such Security
(each an "Extension Period") up to but not beyond the date (the "Final
Maturity") set forth on the face of such Security. The Company may exercise such
option with respect to any Security by notifying the Trustee of such exercise at
least 50 but not more than 60 days prior to the Stated Maturity of such



                                       35
<PAGE>

Security in effect prior to the exercise of such option (the "Original Stated
Maturity"). If the Company exercises such option, the Trustee shall transmit, in
the manner provided for in Section 1.06, to the Holder of such Security not
later than 40 days prior to the Original Stated Maturity a notice (the
"Extension Notice") indicating (i) the election of the Company to extend the
Stated Maturity, (ii) the new Stated Maturity, (iii) the interest rate, if any,
applicable to the Extension Period and (iv) the provisions, if any, for
redemption during such Extension Period. Upon the Trustee's transmittal of the
Extension Notice, the Stated Maturity of such Security shall be extended
automatically and, except as modified by the Extension Notice and as described
in the next paragraph, such Security will have the same terms as prior to the
transmittal of such Extension Notice.

                  Notwithstanding the foregoing, not later than 20 days before
the Original Stated Maturity of such Security, the Company may, at its option,
revoke the interest rate provided for in the Extension Notice and establish a
higher interest rate for the Extension Period by causing the Trustee to
transmit, in the manner provided for in Section 1.06, notice of such higher
interest rate to the Holder of such Security. Such notice shall be irrevocable.
All Securities with respect to which the Stated Maturity is extended will bear
such higher interest rate.

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

                  Section 3.09. PERSONS DEEMED OWNERS.

                  Prior to due presentment of a Registered Security for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name such Registered Security is
registered as the owner of such Registered Security for the purpose of receiving
payment of principal of (and premium, if any) and (subject to Sections 3.05 and
3.07) interest, if any, on such Security and for all other purposes whatsoever,
whether or not such Security be overdue, and none of the Company, the Trustee or
any agent of the Company or the Trustee shall be affected by notice to the
contrary.

                  Title to any Bearer Security and any coupons appertaining
thereto shall pass by delivery. The Company, the Trustee and any agent of the
Company or the Trustee may treat the bearer of any Bearer Security and the
bearer of any coupon as the absolute owner of such Security or coupon for the
purpose of receiving payment thereof or on account thereof and for all other
purposes whatsoever, whether or not such Security or coupons be overdue, and
none of the



                                       36
<PAGE>

Company, the Trustee or any agent of the Company or the Trustee shall be
affected by notice to the contrary.

                  The Depositary for Securities, as its nominee, may be treated
by the Company, the Trustee, and any agent of the Company or the Trustee as the
owner of such Global Security for all purposes whatsoever. None of the Company,
the Trustee, any Paying Agent or the Security Registrar will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a Global Security
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.

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

                  Section 3.10. CANCELLATION.

                  All Securities and coupons surrendered for payment,
redemption, repayment at the option of the Holder, registration of transfer or
exchange or for credit against any current or future sinking fund payment shall,
if surrendered to any Person other than the Trustee, be delivered to the
Trustee. All Securities and coupons so delivered to the Trustee shall be
promptly canceled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and may deliver to
the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and all Securities so delivered shall be promptly
canceled by the Trustee. If the Company shall so acquire any of the Securities,
however, such acquisition shall not operate as a redemption or satisfaction of
the indebtedness represented by such Securities unless and until the same are
surrendered to the Trustee for cancellation. No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as provided
in this Section, except as expressly permitted by this Indenture. All canceled
Securities held by the Trustee shall be disposed of by the Trustee in accordance
with its customary procedures and certification of their disposal delivered to
the Company unless by Company Order the Company shall direct that canceled
Securities be returned to it.

                  Section 3.11. COMPUTATION OF INTEREST.

                  Except as otherwise specified as contemplated by Section 3.01
with respect to any Securities, interest, if any, on the Securities of each
series shall be computed on the basis of a 360-day year of twelve 30-day months.


                                       37
<PAGE>

                  Section 3.12. CURRENCY AND MANNER OF PAYMENTS IN RESPECT OF
                                SECURITIES.

                  (a) With respect to Registered Securities of any series not
permitting the election provided for in paragraph (b) below or the Holders of
which have not made the election provided for in paragraph (b) below, and with
respect to Bearer Securities of any series, except as provided in paragraph (d)
below, payment of the principal of (and premium, if any) and interest, if any,
on any Registered or Bearer Security of such series will be made in the Currency
in which such Registered Security or Bearer Security, as the case may be, is
payable. The provisions of this Section 3.12 may be modified or superseded with
respect to any Securities pursuant to Section 3.01.

                  (b) It may be provided pursuant to Section 3.01 with respect
to Registered Securities of any series that Holders shall have the option,
subject to paragraphs (d) and (e) below, to receive payments of principal of (or
premium, if any) or interest, if any, on such Registered Securities in any of
the Currencies which may be designated for such election by delivering to the
Trustee a written election with signature guarantees and in the applicable form
established pursuant to Section 3.01, not later than the close of business on
the Election Date immediately preceding the applicable payment date. If a Holder
so elects to receive such payments in any such Currency, such election will
remain in effect for such Holder or any transferee of such Holder until changed
by such Holder or such transferee by written notice to the Trustee (but any such
change must be made not later than the close of business on the Election Date
immediately preceding the next payment date to be effective for the payment to
be made on such payment date and no such change of election may be made with
respect to payments to be made on any Registered Security of such series with
respect to which an Event of Default has occurred or with respect to which the
Company has deposited funds pursuant to Article 4 or 14 or with respect to which
a notice of redemption has been given by the Company or a notice of option to
elect repayment has been sent by such Holder or such transferee). Any Holder of
any such Registered Security who shall not have delivered any such election to
the Trustee not later than the close of business on the applicable Election Date
will be paid the amount due on the applicable payment date in the relevant
Currency as provided in Section 3.12(a). The Trustee shall notify the Exchange
Rate Agent as soon as practicable after the Election Date of the aggregate
principal amount of Registered Securities for which Holders have made such
written election.

                  (c) Unless otherwise specified pursuant to Section 3.01, if
the election referred to in paragraph (b) above has been provided for pursuant
to Section 3.01, then, unless otherwise specified pursuant to Section 3.01, not
later than the fourth Business Day after the Election Date for each payment date
for Registered Securities of any series, the Exchange Rate Agent will deliver to
the Company a written notice specifying, in the Currency in which Registered
Securities of such series are payable, the respective aggregate amounts of
principal of (and premium, if any) and interest, if any, on the Registered
Securities to be paid on such payment date, specifying the amounts in such
Currency so payable in respect of the Registered Securities as to which the
Holders of Registered Securities of such series shall have elected to be paid in
another Currency as provided in paragraph (b) above. If the election referred to
in paragraph (b) above has been provided for pursuant to Section 3.01 and if at
least one Holder has made such election, then, unless otherwise specified
pursuant to Section 3.01, on the second Business Day preceding such payment date
the Company will deliver to the Trustee for such series of Registered Securities
an Exchange Rate



                                       38
<PAGE>

Officers' Certificate in respect of the Dollar or Foreign Currency payments to
be made on such payment date. Unless otherwise specified pursuant to Section
3.01, the Dollar or Foreign Currency amount receivable by Holders of Registered
Securities who have elected payment in a Currency as provided in paragraph (b)
above shall be determined by the Company on the basis of the applicable Market
Exchange Rate in effect on the third Business Day (the "Valuation Date")
immediately preceding each payment date, and such determination shall be
conclusive and binding for all purposes, absent manifest error.

                  (d) If a Conversion Event occurs with respect to a Foreign
Currency in which any of the Securities are denominated or payable other than
pursuant to an election provided for pursuant to paragraph (b) above, then with
respect to each date for the payment of principal of (and premium, if any) and
interest, if any, on the applicable Securities denominated or payable in such
Foreign Currency occurring after the last date on which such Foreign Currency
was used (the "Conversion Date"), the Dollar shall be the Currency of payment
for use on each such payment date. Unless otherwise specified pursuant to
Section 3.01, the Dollar amount to be paid by the Company to the Trustee and by
the Trustee or any Paying Agent to the Holders of such Securities with respect
to such payment date shall be, in the case of a Foreign Currency other than a
currency unit, the Dollar Equivalent of the Foreign Currency or, in the case of
a currency unit, the Dollar Equivalent of the Currency Unit, in each case as
determined by the Exchange Rate Agent in the manner provided in paragraph (f) or
(g) below.

                  (e) Unless otherwise specified pursuant to Section 3.01, if
the Holder of a Registered Security denominated in any Currency shall have
elected to be paid in another Currency as provided in paragraph (b) above, and a
Conversion Event occurs with respect to such elected Currency, such Holder shall
receive payment in the Currency in which payment would have been made in the
absence of such election; and if a Conversion Event occurs with respect to the
Currency in which payment would have been made in the absence of such election,
such Holder shall receive payment in Dollars as provided in paragraph (d) above.

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

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

                  (h) For purposes of this Section 3.12 the following terms
shall have the following meanings:

                  A "Component Currency" shall mean any Currency which, on the
Conversion Date, was a component currency of the relevant currency unit.

                                       39
<PAGE>

                  A "Specified Amount" of a Component Currency shall mean the
number of units of such Component Currency or fractions thereof which were
represented in the relevant currency unit on the Conversion Date. If after the
Conversion Date the official unit of any Component Currency is altered by way of
combination or subdivision, the Specified Amount of such Component Currency
shall be divided or multiplied in the same proportion. If after the Conversion
Date two or more Component Currencies are consolidated into a single currency,
the respective Specified Amounts of such Component Currencies shall be replaced
by an amount in such single Currency equal to the sum of the respective
Specified Amounts of such consolidated Component Currencies expressed in such
single Currency, and such amount shall thereafter be a Specified Amount and such
single Currency shall thereafter be a Component Currency. If after the
Conversion Date any Component Currency shall be divided into two or more
currencies, the Specified Amount of such Component Currency shall be replaced by
amounts of such two or more currencies, having an aggregate Dollar Equivalent
value at the Market Exchange Rate on the date of such replacement equal to the
Dollar Equivalent value of the Specified Amount of such former Component
Currency at the Market Exchange Rate immediately before such division and such
amounts shall thereafter be Specified Amounts and such currencies shall
thereafter be Component Currencies. If, after the Conversion Date of the
relevant currency unit a Conversion Event (other than any event referred to
above in this definition of "Specified Amount") occurs with respect to any
Component Currency of such currency unit and is continuing on the applicable
Valuation Date, the Specified Amount of such Component Currency shall, for
purposes of calculating the Dollar Equivalent of the Currency Unit, be converted
into Dollars at the Market Exchange Rate in effect on the Conversion Date of
such Component Currency.

                  "Election Date" shall mean the date for any series of
Registered Securities as specified pursuant to clause (13) of Section 3.01 by
which the written election referred to in paragraph (b) above may be made.

                  All decisions and determinations of the Exchange Rate Agent
regarding the Dollar Equivalent of the Foreign Currency, the Dollar Equivalent
of the Currency Unit, the Market Exchange Rate and changes in the Specified
Amounts as specified above shall be in its sole discretion and shall, in the
absence of manifest error, be conclusive for all purposes and irrevocably
binding upon the Company, the Trustee and all Holders of such Securities
denominated or payable in the relevant Currency. The Exchange Rate Agent shall
promptly give written notice to the Company and the Trustee of any such decision
or determination.

                  In the event that the Company determines in good faith that a
Conversion Event has occurred with respect to a Foreign Currency, the Company
will immediately give written notice thereof to the Trustee and to the Exchange
Rate Agent (and the Trustee will promptly thereafter give notice in the manner
provided for in Section 1.06 to the affected Holders) specifying the Conversion
Date. In the event the Company so determines that a Conversion Event has
occurred with respect to any currency unit in which Securities are denominated
or payable, the Company will immediately give written notice thereof to the
Trustee and to the Exchange Rate Agent (and the Trustee will promptly thereafter
give notice in the manner provided for in Section 1.06 to the affected Holders)
specifying the Conversion Date and the Specified Amount of each Component
Currency on the Conversion Date. In the event the Company determines in good
faith that any subsequent change



                                       40
<PAGE>

in any Component Currency as set forth in the definition of Specified Amount
above has occurred, the Company will similarly give written notice to the
Trustee and the Exchange Rate Agent.

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

                  Section 3.13. APPOINTMENT AND RESIGNATION OF SUCCESSOR
                                EXCHANGE RATE AGENT.

                  (a) Unless otherwise specified pursuant to Section 3.01, if
and so long as the Securities of any series (i) are denominated in a Currency
other than Dollars or (ii) may be payable in a Currency other than Dollars, or
so long as it is required under any other provision of this Indenture, then the
Company will maintain with respect to each such series of Securities, or as so
required, at least one Exchange Rate Agent. The Company will cause the Exchange
Rate Agent to make the necessary foreign exchange determinations at the time and
in the manner specified pursuant to Section 3.01 for the purpose of determining
the applicable rate of exchange and, if applicable, for the purpose of
converting the issued Currency into the applicable payment Currency for the
payment of principal (and premium, if any) and interest, if any, pursuant to
Section 3.12.

                  (b) The Company shall have the right to remove and replace
from time to time the Exchange Rate Agent for any series of Securities. No
resignation or removal of the Exchange Rate Agent and no appointment of a
successor Exchange Rate Agent pursuant to this Section shall become effective
until the acceptance of appointment by the successor Exchange Rate Agent as
evidenced by a written instrument delivered to the Company and the Trustee.

                  (c) If the Exchange Rate Agent shall resign, be removed or
become incapable of acting, or if a vacancy shall occur in the office of the
Exchange Rate Agent for any cause with respect to the Securities of one or more
series, the Company, by or pursuant to a Board Resolution, shall promptly
appoint a successor Exchange Rate Agent or Exchange Rate Agents with respect to
the Securities of that or those series (it being understood that any such
successor Exchange Rate Agent may be appointed with respect to the Securities of
one or more or all of such series and that, unless otherwise specified pursuant
to Section 3.01, at any time there shall only be one Exchange Rate Agent with
respect to the Securities of any particular series that are originally issued by
the Company on the same date and that are initially denominated and/or payable
in the same Currency).

                  Section 3.14. CUSIP NUMBERS.

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



                                       41
<PAGE>

omission of such CUSIP numbers. The Company will promptly notify the Trustee of
any changes in the "CUSIP" numbers.


                                    ARTICLE 4

                           SATISFACTION AND DISCHARGE

                  Section 4.01. SATISFACTION AND DISCHARGE OF INDENTURE.

                  This Indenture shall upon Company Request cease to be of
further effect with respect to any series of Securities specified in such
Company Request (except as to any surviving rights of registration of transfer
or exchange of Securities of such series expressly provided for herein or
pursuant hereto and any right to receive Additional Amounts as contemplated by
Section 10.05) and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture as
to such series when

                  (1) either

                  (A) all Securities of such series theretofore authenticated
and delivered and all coupons, if any, appertaining thereto (other than (i)
coupons appertaining to Bearer Securities surrendered for exchange for
Registered Securities and maturing after such exchange, whose surrender is not
required or has been waived as provided in Section 3.05, (ii) Securities and
coupons of such series which have been destroyed, lost or stolen and which have
been replaced or paid as provided in Section 3.06, (iii) coupons appertaining to
Securities called for redemption and maturing after the relevant Redemption
Date, whose surrender has been waived as provided in Section 11.06, and (iv)
Securities and coupons of such series for whose payment money has theretofore
been deposited in trust with the Trustee or any Paying Agent or segregated and
held in trust by the Company and thereafter repaid to the Company, as provided
in Section 10.03) have been delivered to the Trustee for cancellation; or

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

                         (i) have become due and payable, or

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

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

and the Company, in the case of (i), (ii) or (iii) above, has irrevocably
deposited or caused to be deposited with the Trustee as trust funds in trust for
such purpose an amount in the Currency in



                                       42
<PAGE>

which the Securities of such series are payable, sufficient to pay and discharge
the entire indebtedness on such Securities not theretofore delivered to the
Trustee for cancellation, for principal (and premium, if any) and interest, if
any, to the date of such deposit (in the case of Securities which have become
due and payable) or to the Stated Maturity or Redemption Date, as the case may
be;

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

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

                  Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under Section 6.06, the
obligations of the Trustee to any Authenticating Agent under Section 6.11 and,
if money shall have been deposited with the Trustee pursuant to subclause (B) of
clause (1) of this Section, the obligations of the Trustee under Section 4.02
and the last paragraph of Section 10.03 shall survive.

                  Section 4.02. APPLICATION OF TRUST MONEY.

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

                  All moneys and securities deposited with the Trustee pursuant
to Section 4.01 (and held by it or any Paying Agent) for the payment of
Securities subsequently converted shall be returned to the Company upon a
Company Request.

                                    ARTICLE 5

                                    REMEDIES

                  Section 5.01. EVENTS OF DEFAULT.

                  "Event of Default", wherever used herein with respect to
Securities of any series, means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body), except to the extent such event is
specifically deleted or modified as contemplated by Section 3.01 for the
Securities of that series:

                                       43
<PAGE>

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

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

                  (3) default in the deposit of any sinking fund payment, when
and as due by the terms of the Securities of that series, and continuance of
such default for a period of 30 days; or

                  (4) with respect to a series of Securities, default in the
performance, or breach, of any covenant, agreement or warranty of the Company in
the Securities of such series or in this Indenture (other than a covenant,
agreement or warranty a default in the performance or breach of which is
specifically dealt with elsewhere in this Section or which has expressly been
included in this Indenture solely for the benefit of a series of Securities
other than that series or which has been included in this Indenture but not made
applicable to the Securities of that series), and continuance of such default or
breach for a period of 90 days after there has been given, by registered or
certified mail, to the Company by the Trustee or the Company and the Trustee by
the Holders of at least 25% in aggregate principal amount at Maturity of the
Outstanding Securities of that series a written notice specifying such default
or breach and requiring it to be remedied and stating that such notice is a
"Notice of Default" hereunder; or

                  (5) the entry of a decree or order by a court having
jurisdiction in the premises adjudging the Company bankrupt or insolvent, or
approving as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of the Company under the Federal
Bankruptcy Code or any other applicable federal or state law, or appointing a
receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of the Company or of any substantial part of its property, or ordering
the winding up or liquidation of its affairs, and the continuance of any such
decree or order unstayed and in effect for a period of 90 consecutive days; or

                  (6) the institution by the Company of proceedings to be
adjudicated bankrupt or insolvent, or the consent by it to the institution of
bankruptcy or insolvency proceedings against it, or the filing by it of a
petition or answer or consent seeking reorganization or relief under the Federal
Bankruptcy Code or any other applicable federal or state law, or the consent by
it to the filing of any such petition or to the appointment of a receiver,
liquidator, assignee, trustee, sequestrator (or other similar official) of the
Company or of any substantial part of its property, or the making by it of an
assignment for the benefit of creditors, or the admission by it in writing of
its inability to pay its debts generally as they become due; or

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


                                       44
<PAGE>

                  Section 5.02. ACCELERATION OF MATURITY; RESCISSION AND
                                ANNULMENT.

                  If an Event of Default described in clause (1), (2), (3), (4)
or (7) of Section 5.01 with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of that series may declare the principal amount (or, if the Securities of that
series are Original Issue Discount Securities or Indexed Securities, such
portion of the principal amount as may be specified in the terms of that series)
of all of the Securities of that series to be due and payable immediately, by a
notice in writing to the Company (and to the Trustee if given by Holders), and
upon any such declaration such principal amount (or specified portion thereof)
shall become immediately due and payable. If an Event of Default specified in
Section 5.01(5) or 5.01(6) occurs and is continuing, then the principal amount
of all the 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 a declaration of acceleration with respect
to Securities of any series (or of all series, as the case may be) has been made
and before a judgment or decree for payment of the money due has been obtained
by the Trustee as hereinafter provided in this Article, the Holders of a
majority or more in principal amount of the Outstanding Securities of that
series (or of all series, as the case may be), by written notice to the Company
and the Trustee, may rescind and annul such declaration and its consequences if

                  (1) the Company has paid or deposited with the Trustee a sum
sufficient to pay in the Currency in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 3.01 for the
Securities of such series and except, if applicable, as provided in Sections
3.12(b), 3.12(d) and 3.12(e)),

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

                  (B) all unpaid principal of (and premium, if any) any
Outstanding Securities of that series (or of all series, as the case may be)
which has become due otherwise than by such declaration of acceleration, and
interest on such unpaid principal at the rate or rates prescribed therefor in
such Securities,

                  (C) to the extent lawful, interest on overdue interest, if
any, at the rate or rates prescribed therefor in such Securities, and

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

                  (2) all Events of Default with respect to Securities of that
series (or of all series, as the case may be), other than the non-payment of
amounts of principal of (or premium, if any, on) or interest on Securities of
that series (or of all series, as the case may be) which have become due solely
by such declaration of acceleration, have been cured or waived as provided in
Section 5.13.


                                       45
<PAGE>

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

                  Section 5.03. COLLECTION OF INDEBTEDNESS AND SUITS FOR
                                ENFORCEMENT BY TRUSTEE.

                  The Company covenants that if

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

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

                  (3) default is made in the payment of any sinking or purchase
fund or analogous obligation when the same becomes due by the terms of the
Securities of any series, and any such default continues for any period of grace
provided with respect to the Securities of such series, the Company will, upon
demand of the Trustee, pay to it, for the benefit of the Holder of any such
Security (or the Holders of any such series), the whole amount then due and
payable on any such Security (or on the Securities of any such series) for
principal and any premium and interest and, to the extent that payment of such
interest shall be legally enforceable, interest on any overdue principal and
premium and on any overdue interest, at the rate or rates prescribed therefor by
the terms of any such Security (or of Securities of any such series); 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

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

                  If the Company fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and
unpaid, 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 decreed 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 Securities of any
series (or of all series, as the case may be) 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 (or of all series, as the
case may be) by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect



                                       46
<PAGE>

and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy.

                  Section 5.04. TRUSTEE MAY FILE PROOFS OF CLAIM.

                  In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial 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, premium, if any, or interest)
shall be entitled and empowered, by intervention in such proceeding or
otherwise,

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

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder 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 6.06.

                  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 5.05. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
                                SECURITIES.

                  All rights of action and claims under this Indenture or the
Securities or coupons may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or coupons or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses,



                                       47
<PAGE>

disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities and coupons in respect of which
such judgment has been recovered.

                  Section 5.06. APPLICATION OF MONEY COLLECTED.

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

                  FIRST: To the payment of all amounts due the Trustee under
Section 6.06;

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

                  THIRD: The balance, if any, to the Person or Persons entitled
thereto.

         Except as provided in Section 3.12, in any case where Securities are
outstanding which are denominated in more than one Currency, or in a composite
Currency and at least one other Currency, and the Trustee is directed to make
ratable payments under this Section to Holders of Securities, the Trustee shall
calculate the amount of such payments as follows: (i) as of the day the Trustee
collects an amount under this Article, the Trustee shall, as to each Holder of a
Security to whom an amount is due and payable under this Section which is
denominated in a Foreign Currency or a composite Currency, determine that amount
of Dollars that would be obtained for the amount owing such Holder, using the
Market Exchange Rate; (ii) calculate the sum of all Dollar amounts determined
under (i) and add thereto any amounts due and payable in Dollars; and (iii)
using the individual amounts determined in (i) or any individual amounts due and
payable in Dollars, as the case may be, as a numerator and the sum calculated in
(ii) as a denominator, calculate as to each Holder of a Security to whom an
amount is owed under this Section the fraction of the amount collected under
this Article payable to such Holder. Any expenses incurred by the Trustee in
actually converting amounts owing Holders of Securities denominated in a
Currency or composite Currency other than that in which any amount is collected
under this Article shall be likewise (in accordance with this paragraph) borne
ratably by all Holders of Securities to whom amounts are payable under this
Section.

                  Section 5.07. LIMITATION ON SUITS.

                  No Holder of any Security of any series or any related coupons
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

                                       48
<PAGE>

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

                  (2) the Holders of not less than 25% in principal amount of
the Outstanding Securities of that series in the case of any Event of Default
described in clause (1), (2), (3), (4) or (7) of Section 5.01, or, in the case
of any Event of Default described in clause (5) or (6) of Section 5.01, the
Holders of not less than 25% in principal amount of all Outstanding Securities,
shall have made written request to the Trustee to institute proceedings in
respect of such Event of Default in its own name as Trustee hereunder;

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

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

                  (5) no direction inconsistent with such written request has
been given to the Trustee during such 60-day period by the Holders of a majority
or more in principal amount of the Outstanding Securities of that series in the
case of any Event of Default described in clause (1), (2), (3), (4) or (7) of
Section 5.01, or, in the case of any Event of Default described in clause (5) or
(6) of Section 5.01, by the Holders of a majority or more in principal amount of
all Outstanding Securities;

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
Holders of the same series, in the case of any Event of Default described in
clause (1), (2), (3), (4) or (7) of Section 5.01, or of Holders of all
Securities in the case of any Event of Default described in clause (5) or (6) of
Section 5.01, 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 Holders
of Securities of the same series, in the case of any Event of Default described
in clause (1), (2), (3), (4) or (7) of Section 5.01, or of Holders of all
Securities in the case of any Event of Default described in clause (5) or (6) of
Section 5.01.

                  Section 5.08.  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE
                                 PRINCIPAL, PREMIUM AND INTEREST.

                  Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment, as provided herein (including, if applicable,
Article 14) and in such Security, of the principal of (and premium, if any) and
(subject to Section 3.07) interest, if any, on, such Security or payment of such
coupon on the respective Stated Maturities expressed in such Security or coupon
(or, in the case of redemption, on the Redemption Date) and to institute suit
for the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.

                                       49
<PAGE>

                  Section 5.09. 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 of
Securities and coupons 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 5.10. RIGHTS AND REMEDIES CUMULATIVE.

                  Except as otherwise provided with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities or coupons in the
last paragraph of Section 3.06, no right or remedy herein conferred upon or
reserved to the Trustee or to the Holders of Securities or coupons is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

                  Section 5.11. DELAY OR OMISSION NOT WAIVER.

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

                  Section 5.12. CONTROL BY HOLDERS.

                  With respect to the Securities of any series, the Holders of
not less than a majority or more in principal amount of the Outstanding
Securities of such series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, relating to or arising
under clause (1), (2), (3), (4) or (7) of Section 5.01, and, with respect to all
Securities, the Holders of not less than a majority or more in principal amount
of all Outstanding Securities 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, not relating to or
arising under clause (1), (2), (3), (4) or (7) of Section 5.01, PROVIDED that in
each case:

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


                                       50
<PAGE>

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

                  (3) the Trustee need not take any action which might involve
it in personal liability or be unjustly prejudicial to the Holders of such
series not consenting; and

                  (4) Such direction shall be presented by such Holders to the
Trustee in a timely manner.

                  Section  5.13. WAIVER OF PAST DEFAULTS.

                  Subject to Section 5.02, the Holders of not less than a
majority or more in principal amount of the Outstanding Securities of any series
may on behalf of the Holders of all the Securities of such series waive any past
default described in clause (1), (2), (3), (4) or (7) of Section 5.01 (and, in
the case of a default described in clause (5) or (6) of Section 5.01, the
Holders of not less than a majority or more in principal amount of all
Outstanding Securities may waive any such past default in each case and its
consequences, except a default

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

                  (2) in respect of a covenant or provision hereof which under
Article 9 cannot be modified or amended without the consent of the Holder of
each Outstanding Security of such series affected.

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

                  Section 5.14. WAIVER OF STAY OR 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, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension law
or usury law or other law that would prohibit or forgive the Company from paying
all or any portion of its obligations on the Securities as provided herein,
wherever enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of this Indenture; and the Company (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantage of
any such law and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.

                                       51
<PAGE>

                  Section 5.15. UNDERTAKING FOR COSTS.

                  All parties to this Indenture agree, and each Holder of any
Security by his or her 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;
provided, that the provisions of this Section 5.15 shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in principal amount of the
Securities Outstanding, or to any suit instituted by any Holder for the
enforcement of the payment of any amount owed in respect of any Security on or
after the due date expressed in such Security or to any suit for the enforcement
of the right to convert any Security in accordance with the provisions of
Section 3.01 of such Security.


                                    ARTICLE 6

                                   THE TRUSTEE

                  Section 6.01. NOTICE OF DEFAULTS.

                  Within 90 days after the occurrence of any Default hereunder
with respect to the Securities of any series, the Trustee shall transmit in the
manner and to the extent provided in Trust Indenture Act Section 313(c), notice
of such Default hereunder known to the Trustee, unless such Default shall have
been cured or waived; PROVIDED, HOWEVER, that, except in the case of a Default
in the payment of the principal of (or premium, if any) or interest, if any, and
related coupons on any Security of such series or in the payment of any sinking
fund installment with respect to Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interest of the Holders of such series and any related coupons;
and PROVIDED FURTHER that in the case of any Default of the character specified
in Section 5.01(4) with respect to Securities of such series, no such notice to
Holders shall be given until at least 60 days after the occurrence thereof.

                  Section 6.02. CERTAIN RIGHTS OF TRUSTEE.

                  Subject to the provisions of Trust Indenture Act Sections
315(a) through 315(d):

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


                                       52
<PAGE>

                  (2) any request or direction of the Company mentioned herein
shall be sufficiently evidenced by a Company Request or Company Order and any
resolution of the Board of Directors may be sufficiently evidenced by a Board
Resolution;

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

                  (4) the Trustee may consult with counsel and the written
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;

                  (5) 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 any series or any related coupons pursuant to
this Indenture, 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;

                  (6) the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but
the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Company, personally or by agent
or attorney;

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

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

                  The Trustee shall not be required to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it.

                                       53
<PAGE>

                  Section 6.03. TRUSTEE NOT RESPONSIBLE FOR RECITALS OR ISSUANCE
                                OF SECURITIES.

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

                  Section 6.04. MAY HOLD SECURITIES.

                  The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other agent of the Company or of the Trustee, in its
individual or any other capacity, may become the owner or pledgee of Securities
and coupons and, subject to Trust Indenture Act Sections 310(b) and 311, may
otherwise deal with the Company with the same rights it would have if it were
not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such
other agent.

                  The Trustee may become and act as trustee under other
indentures under which other securities, or certificates of interest or
participation in other securities, of the Company are outstanding in the same
manner as if it were not Trustee hereunder.

                  Section 6.05. MONEY HELD IN TRUST.

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

                  Section 6.06. COMPENSATION AND REIMBURSEMENT.

                  The Company agrees:

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

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

                                       54
<PAGE>

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

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

                  When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 5.01(5) or (6), the
expenses (including reasonable charges and expense of its counsel) of and the
compensation for such services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency or
other similar law.

                  The provisions of this Section shall survive the termination
of this Indenture.

                  "Trustee" for purposes of this Section 6.06 shall include any
predecessor Trustee but the willful misconduct, negligence or bad faith of any
Trustee shall not affect the rights of any other Trustee under this Section
6.06.

                  Section 6.07. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY;
                                CONFLICTING INTERESTS.

                  (a) There shall be at all times a Trustee hereunder which
shall be eligible to act as Trustee under Trust Indenture Act Section 310(a)(1)
and shall have a combined capital and surplus of at least $50,000,000. If such
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of federal, state, territorial or District of Columbia
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

                  (b) The following indentures shall be deemed to be
specifically described herein for the purposes of clause (i) of the first
proviso contained in Trust Indenture Act Section 310(b): (a) the indenture dated
as of August 1, 2000 between the Company and The Chase Manhattan Bank relating
to the issuance of Liquid Yield Option Notes due 2020 and (b) the indenture
dated as of November 18, 1996 among Celestica International Inc., the Company,
Celestica Corporation and The Chase Manhattan Bank, as trustee, the issuance of
10 1/2% Senior Subordinated Guaranteed Notes due 2006 and 10 1/2% Exchange
Senior Subordinated Guaranteed Notes due 2006 by Celestica International Inc. as
supplemented by the supplemental indenture, dated as of July 7, 1998, among



                                       55
<PAGE>

Celestica International Inc., the Company and The Chase Manhattan Bank, as
trustee, and by the supplemental indenture, dated as of May 26, 2000, between
the Company and The Chase Manhattan Bank, as trustee.

                  Section 6.08. RESIGNATION AND REMOVAL; APPOINTMENT OF
                                SUCCESSOR.

                  (a) No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 6.09.

                  (b) The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 6.09 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

                  (c) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of not less than a majority or
more in principal amount of the Outstanding Securities of such series, delivered
to the Trustee and to the Company.

                  (d) If at any time:

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

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

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

then, in any such case, (i) the Company, by a Board Resolution, may remove the
Trustee with respect to all Securities, or (ii) subject to Trust Indenture Act
Section 315(e), any Holder who has been a bona fide Holder of a Security for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee with
respect to all Securities and the appointment of a successor Trustee or
Trustees.

                  (e) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, with respect to the Securities of one or more series, the Company, by
a Board Resolution, shall promptly appoint a successor Trustee or


                                       56
<PAGE>

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

                  (f) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
to the Holders of such series in the manner provided for in Section 1.06. Each
notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.

                  Section 6.09. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

                  (b) In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment
and which (1) shall contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in, each successor Trustee all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to



                                       57
<PAGE>

or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust and that each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other
such Trustee; and upon the execution and delivery of such supplemental indenture
the resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates; but, on
request of the Company or any successor Trustee, such retiring Trustee shall
duly assign, transfer and deliver to such successor Trustee, unless contemplated
otherwise by a supplemental indenture, all property and money held by such
retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates. Whenever
there is a successor Trustee with respect to one or more (but less than all)
series of Securities issued pursuant to this Indenture, the terms "Indenture"
and "Securities" shall have the meanings specified in the provisos to the
respective definitions of those terms in Section 1.01 which contemplate such
situation.

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

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

                  Section 6.10. MERGER, AMALGAMATION, CONVERSION, CONSOLIDATION
                                OR SUCCESSION TO BUSINESS.

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



                                       58
<PAGE>

                  Section 6.11. APPOINTMENT OF AUTHENTICATING AGENT.

                  At any time when any of the Securities remain Outstanding, the
Trustee may appoint an Authenticating Agent or Agents with respect to one or
more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series and the Trustee shall give
written notice of such appointment to all Holders of the series with respect to
which such Authenticating Agent will serve, in the manner provided for in
Section 1.06. Securities so authenticated shall be entitled to the benefits of
this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Any such appointment shall be evidenced
by an instrument in writing signed by a Responsible Officer of the Trustee, and
a copy of such instrument shall be promptly furnished to the Company. Wherever
reference is made in this Indenture to the authentication and delivery of
Securities by the Trustee or the Trustee's certificate of authentication, such
reference shall be deemed to include authentication and delivery on behalf of
the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all times
be a corporation organized and doing business under the laws of the United
States, any state thereof or the District of Columbia, authorized under such
laws to act as Authenticating Agent, having a combined capital and surplus of
not less than $50,000,000 and subject to supervision or examination by federal
or state authority. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time an Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section, it shall resign immediately in the manner and
with the effect specified in this Section.

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

                  An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and to the Company. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give written notice of
such appointment to all Holders of the series with respect to which such
Authenticating Agent will serve, in the manner provided for in Section 1.06. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally



                                       59
<PAGE>

named as an Authenticating Agent. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.

                  The Trustee agrees to pay to each Authenticating Agent from
time to time reasonable compensation for its services under this Section, and
the Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 6.06.

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

                  Dated:  ____________________

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


                            THE CHASE MANHATTAN BANK,
                            as Trustee

                                       By________________________________
                                         as Authenticating Agent

                                       By________________________________
                                         Authorized Officer

                  Section 6.12. COMPLIANCE WITH TAX LAWS.

                  The Trustee hereby agrees to comply with all U.S. federal
income tax information reporting and withholding requirements applicable to it
with respect to payments of premium (if any) and interest or any related coupon
on the Securities of any series, whether acting as Trustee, Security Registrar,
Paying Agent or otherwise with respect to the Securities of any series.


                                    ARTICLE 7

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

                  Section 7.01. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES
                                OF HOLDERS.

                  The Company will furnish or cause to be furnished to the
Trustee (1) not more than 15 days after each Regular Record Date a list, in such
form as the Trustee may reasonably require, of the names and addresses of
Holders as of such Regular Record Date; PROVIDED, HOWEVER, that the Company
shall not be obligated to furnish or cause to be furnished such list at any time
that the list shall not differ in any respect from the most recent list
furnished to the Trustee by the Company and



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<PAGE>

at such times as the Trustee is acting as Security Registrar for the applicable
series of Securities and (2) at such other times as the Trustee may request in
writing within 30 days after the receipt by the Company of any such request, a
list of similar form and content as of a date not more than 15 days prior to the
time such list is furnished.

                  Section 7.02. PRESERVATION OF LIST OF NAMES AND ADDRESSES OF
                                HOLDERS.

                  (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and addresses of the
Holders contained in the most recent list furnished to it as provided in Section
7.01 and as to the names and addresses of Holders received by the Trustee in its
capacity as Security Registrar for the applicable series of Securities (if
acting in such capacity).

                  (b) The Trustee may destroy any list furnished to it as
provided in Section 7.01 upon receipt of a new list so furnished.

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

                  Section 7.03. DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS.

                  Every Holder of Securities or coupons, by receiving and
holding the same, agrees with the Company and the Trustee that none of the
Company or the Trustee or any agent of either of them shall be held accountable
by reason of the disclosure of any such information as to the names and
addresses of the Holders in accordance with Trust Indenture Act Section 3.12,
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material pursuant
to a request made under Trust Indenture Act Section 312(b).

                  Section 7.04. REPORTS BY TRUSTEE.

                  Within 60 days after May 15 of each year commencing with the
first May 15 after the first issuance of Securities pursuant to this Indenture,
the Trustee shall transmit to the Holders, in the manner and to the extent
provided in Trust Indenture Act Section 313(c), a brief report dated as of such
May 15 if required by Trust Indenture Act Section 313(a).

                  Section 7.05. REPORTS BY COMPANY.

                  The Company shall file with the Trustee and the Commission,
and transmit to Holders, such information, documents and other reports, if any,
and such summaries thereof, as may be required pursuant to the Trust Indenture
Act at the times and in the manner provided pursuant to such Act; provided that
any such information, documents or reports required to be filed with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed
with the Trustee within 15 days after the same is so required to be filed with
the Commission.


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<PAGE>

                                    ARTICLE 8

                      CONSOLIDATION, AMALGAMATION, MERGER,
                          CONVEYANCE, TRANSFER OR LEASE

                  Section 8.01. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN
                                TERMS.

                  The Company shall not consolidate or amalgamate with or merge
into or enter into any statutory arrangement with any other corporation or
convey, transfer or lease its properties and assets substantially as an entirety
to any Person, unless:

                  (a) the Person formed by such consolidation or amalgamation or
into which the Company is merged or the Person which acquires by conveyance or
transfer, or which leases, the properties and assets of the Company
substantially as an entirety (i) shall be a corporation, partnership or trust
organized and validly existing under the laws of Canada or any province or
territory thereof, the United States, 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, the
Company's obligation for the due and punctual payment of the principal of (and
premium, if any) and interest, if any, on all the Securities and the performance
and observance of every covenant of this Indenture on the part of the Company to
be performed or observed;

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

                  (c) the Company or such Person shall have delivered to the
Trustee an Officers' Certificate and an Opinion of Counsel, each stating that
such consolidation, amalgamation, merger, conveyance, transfer or lease and such
supplemental indenture comply with this Article and that all conditions
precedent herein provided for relating to such transaction have been complied
with.

                  The requirements of paragraphs (a) and (b) of this Section
8.01 shall not apply to (1) any merger, amalgamation or consolidation in which
the Company is the surviving corporation or (2) any sale, conveyance, transfer,
lease or other disposition of the Company's assets to a direct or indirect
wholly owned Subsidiary of the Company.

                  Section 8.02. SUCCESSOR PERSON SUBSTITUTED.

                  Upon any consolidation or amalgamation by the Company with or
merger by the Company into any other corporation or any conveyance, transfer or
lease of the properties and assets of the Company substantially as an entirety
to any Person in accordance with Section 8.01, the successor Person formed by
such consolidation or amalgamation or into which the Company is merged or to
which such conveyance, transfer or lease is made shall succeed to, and be
substituted



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<PAGE>

for, and may exercise every right and power of, the Company under this Indenture
with the same effect as if such successor Person had been named as the Company
herein, and in the event of any such conveyance or transfer, the Company (which
term shall for this purpose mean the Person named as the "Company" in the first
paragraph of this Indenture or any successor Person which shall theretofore
become such in the manner described in Section 8.01), except in the case of a
lease, shall be discharged of all obligations and covenants under this Indenture
and the Securities and the coupons and may be dissolved and liquidated.

                  Upon any transaction referred to in Section 8.01, the
assumption of the Company's obligations referred to in the preceding paragraph
shall be and be deemed to be a novation of the Securities. In the event of any
such novation, except in the case of a lease of all or substantially all of the
assets of the Company, the Company shall be discharged from all of its
obligations and agreements under this Indenture and the Securities. The Company,
the Trustee and such Person shall enter into a supplemental indenture to
evidence the novation of the Securities, the succession and substitution of such
Person and such discharge and release of the Company. In addition, in case of
any such novation, such changes in phraseology and form (but not in substance)
may be made in the Securities thereafter to be issued as may be appropriate.

                  Section 8.03. NO CONSENT OR APPROVAL REQUIRED. To the greatest
extent permitted by law, no approval or consent of the Holders is required in
connection with any consolidation, amalgamation or merger involving the Company,
or any sale or conveyance to another Person of all or substantially all the
assets of the Company, or any change in the conversion rate or exchange rate of
any series in each case in accordance with the provisions of Section 3.01 of the
Securities of such series, or the property deliverable upon conversion of the
Securities, whether as a result of any of the events referred to in Section 8.01
or otherwise under the terms of this Indenture.


                                    ARTICLE 9

                             SUPPLEMENTAL INDENTURES

                  Section 9.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
                                HOLDERS.

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

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

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



                                       63
<PAGE>

benefit of the specified series) or to surrender any right or power herein
conferred upon the Company; or

                  (3) to add any additional Events of Default (and if such
Events of Default are to be for the benefit of less than all series of
Securities, stating that such Events of Default are being included solely for
the benefit of the specified series); or

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

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

                  (6) to establish the form or terms of Securities of any series
as permitted by Sections 2.01 and 3.01; or

                  (7) 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
6.09(b); or

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

                  (9) to supplement any of the provisions of this Indenture to
such extent as shall be necessary to permit or facilitate the defeasance and
discharge of any series of Securities pursuant to Sections 4.01, 14.02 and
14.03; PROVIDED that any such action shall not adversely affect the interests of
the Holders of such series and any related coupons or any other series of
Securities in any material respect; or

                  (10) to modify or amend this Indenture in such a manner as to
permit the qualification of this Indenture or any supplemental indenture under
the Trust Indenture Act, the Business Corporations Act (Ontario) and/or any
other applicable laws governing trust indentures, in each case as then in
effect; or

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<PAGE>

                  (11) to add guarantees with respect to any or all of the
Securities or to secure any or all of the Securities; or

                  (12) to make any change that does not adversely affect the
rights of any Holder.

                  Section 9.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

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

                  (1) change the Stated Maturity of the principal of (or
premium, if any) or any installment of interest on any Security of such series,
or reduce the principal amount thereof (or premium, if any) or the rate of
interest, if any, thereon, or change any obligation of the Company to pay
Additional Amounts contemplated by Section 10.05 (except as contemplated by
Section 8.01(1) and permitted by Section 9.01(1)), or reduce the amount of the
principal of an Original Issue Discount Security of such series that would be
due and payable upon a declaration of acceleration of the Maturity thereof
pursuant to Section 5.02 or the amount thereof provable in bankruptcy pursuant
to Section 5.04, or adversely affect any right of repayment at the option of any
Holder of any Security of such series, or change any Place of Payment where, or
the Currency in which, any Security of such series or any premium or interest
thereon is payable, or impair the right to institute suit for the enforcement of
any such payment on or after the Stated Maturity thereof (or, in the case of
redemption or repayment at the option of the Holder, on or after the Redemption
Date or Repayment Date, as the case may be), or adversely affect any right to
convert or exchange any Security as may be provided pursuant to Section 3.01, or

                  (2) reduce the percentage in principal amount of the
Outstanding Securities of such series required for any modification or amendment
of this Indenture for any waiver of compliance with certain provisions of this
Indenture which affect such series or certain defaults applicable to such series
hereunder and their consequences provided for in this Indenture, or reduce the
requirements of Section 15.04 for quorum or voting with respect to Securities of
such series, or

                  (3) modify any of the provisions of this Section, Section 5.13
or Section 10.08, except to increase any such percentage or to provide that
certain other provisions of this Indenture which affect such series cannot be
modified or waived without the consent of the Holder of each Outstanding
Security of such series.

                  Any supplemental indenture adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture
which has expressly been included solely for the



                                       65
<PAGE>

benefit of one or more particular series of Securities, or modifying in any
manner the rights of the Holders of Securities of one or more particular series,
shall not affect the rights under this Indenture of the Holders of Securities of
any other series.

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

                  Section 9.03. EXECUTION OF SUPPLEMENTAL INDENTURES.

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

                  Section 9.04. EFFECT OF SUPPLEMENTAL INDENTURES.

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

                  Section 9.05. CONFORMITY WITH TRUST INDENTURE ACT.

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

                  Section 9.06. REFERENCE IN SECURITIES TO SUPPLEMENTAL
                                INDENTURES.

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

                  Section 9.07. NOTICE OF SUPPLEMENTAL INDENTURES.

                  Promptly after the execution by the Company and the Trustee of
any supplemental indenture pursuant to the provisions of Section 9.02, the
Company shall give notice thereof to the



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<PAGE>

Holders of each Outstanding Security affected, in the manner provided for in
Section 1.06, setting forth in general terms the substance of such supplemental
indenture.


                                   ARTICLE 10

                                    COVENANTS

                  Section 10.01. PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND
                                 INTEREST.

                  The Company covenants and agrees for the benefit of the
Holders of each series of Securities and any related coupons that it will duly
and punctually pay the principal of (and premium, if any) and interest, if any,
on the Securities of that series in accordance with the terms of the Securities,
any coupons appertaining thereto and this Indenture. Unless otherwise specified
as contemplated by Section 3.01 with respect to any series of Securities, any
interest installments due on Bearer Securities on or before Maturity shall be
payable only upon presentation and surrender of the several coupons for such
interest installments as are evidenced thereby as they severally mature.

                  Section 10.02 MAINTENANCE OF OFFICE OR AGENCY.

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

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



                                       67
<PAGE>

surrendered for registration of transfer, where Securities of that series may be
surrendered for exchange, where Securities of that series that are convertible
and exchangeable may be surrendered for conversion or exchange, as applicable,
and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served.

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

                  The Company may also from time to time designate one or more
other offices or agencies where the Securities of one or more series may be
presented or surrendered for any or all such purposes and may from time to time
rescind any such designation; PROVIDED, HOWEVER, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain
an office or agency in accordance with the requirements set forth above for
Securities of any series for such purposes. The Company will give prompt written
notice to the Trustee of any such designation or rescission and of any change in
the location of any such other office or agency. Unless otherwise specified with
respect to any Securities as contemplated by Section 3.01 with respect to a
series of Securities, the Company hereby designates as a Place of Payment for
each series of Securities the office or agency of the Company in the Borough of
Manhattan, The City of New York, and initially appoints the Trustee at its
Corporate Trust Office as Paying Agent in such city and as its agent to receive
all such presentations, surrenders, notices and demands.

                  Section 10.03. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN
                                 TRUST.

                  If the Company shall at any time act as its own Paying Agent
with respect to any series of Securities and any related coupons, it will, on or
before each due date of the principal of (or premium, if any) or interest, if
any, on any of the Securities of that series, segregate and hold in trust for
the benefit of the Persons entitled thereto a sum in the Currency in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 3.01 for the Securities of such series and except, if applicable, as
provided in Sections 3.12(b), 3.12(d) and 3.12(e)) sufficient to pay the
principal of (or premium, if any) or interest, if any, on Securities of such
series so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided and will promptly notify the Trustee of
its action or failure so to act.

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



                                       68
<PAGE>

the Persons entitled to such principal, premium or interest, and (unless such
Paying Agent is the Trustee) the Company will promptly notify the Trustee of its
action or failure so to act.

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

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

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

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

                  The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
sums.

                  Except as provided in the Securities of any series, any money
or securities deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of (or premium, if any)
or interest, if any, on any Security of any series, or any coupon appertaining
thereto, and remaining unclaimed for the earlier of ten days prior to the time
such money or securities would escheat to the state or two years after such
principal, premium or interest has become due and payable shall be paid to the
Company on Company Request or (if then held by the Company) shall be discharged
from such trust; and the Holder of such Security or coupon shall thereafter, as
an unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; PROVIDED, HOWEVER, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in an Authorized Newspaper, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such publication, any unclaimed balance of such money
then remaining will be repaid to the Company.

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<PAGE>

                  Section 10.04. STATEMENT AS TO COMPLIANCE.

                  The Company will deliver to the Trustee, within 120 days after
the end of each fiscal year of the Company ending after the date hereof, a brief
certificate from the principal executive officer, principal financial officer or
principal accounting officer or treasurer of the company as to his or her
knowledge of the Company's compliance with all conditions and covenants under
this Indenture. For purposes of this Section 10.04, such compliance shall be
determined without regard to any period of grace or requirement of notice under
this Indenture.

                  Section 10.05. ADDITIONAL AMOUNTS.

                  If specified pursuant to Section 3.01, all payments made by
the Company under or with respect to the Securities of any series will be made
free and clear of and without withholding or deduction for or on account of any
present or future tax, duty, levy, impost, assessment or other governmental
charge (including penalties, interest and other liabilities related thereto)
imposed or levied by or on behalf of the Government of Canada or of any province
or territory thereof or by any authority or agency therein or thereof having
power to tax (hereinafter "Canadian Taxes"), unless the Company is required to
withhold or deduct Canadian Taxes by law or by the interpretation or
administration thereof by the relevant governmental authority or agency. If the
Company is so required to withhold or deduct any amount for or on account of
Canadian Taxes from any payment made under or with respect to the Securities,
the Company will pay such additional amounts ("Additional Amounts") as may be
necessary so that the net amount received by each Holder (including Additional
Amounts) after such withholding or deduction will not be less than the amount
the Holder would have received if such Canadian Taxes had not been withheld or
deducted (a similar payment will also be made to Holders that are exempt from
withholding but are required to pay tax directly on amounts otherwise subject to
withholding); PROVIDED that no Additional Amounts will be payable;

                  (1) to any Person in respect of whom such taxes are required
to be withheld or deducted as a result of such Person not dealing at arm's
length with the Company (within the meaning of the INCOME TAX ACT (Canada)) at
the time of the making of such payment;

                  (2) to any Person by reason of such Person being connected
with Canada (otherwise than merely by holding or ownership of any series of
Securities or receiving any payments or exercising any rights thereunder),
including without limitation a nonresident insurer who carries on an insurance
business in Canada and in a country other than Canada;

                  (3) for or on account of any tax, assessment or other
governmental charge which would not have been so imposed but for the
presentation by the Holder of such Security or coupon for payment on a date more
than 10 days after the date on which such payment became due and payable or the
date on which payment thereof is duly provided for, whichever occurs later;

                  (4) for or on account of any estate, inheritance, gift, sales,
transfer, personal property tax or any similar tax, assessment or other
governmental charge;

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<PAGE>

                  (5) for or on account of any tax, assessment or other
governmental charge required to be withheld by any paying agent from any payment
to a Person in respect of any Security, if such payment can be made to such
person without such withholding by at least one other paying agent the identity
of which is provided to such Person;

                  (6) for or on account of any tax, assessment or other
governmental charge which is payable otherwise than by withholding from a
payment in respect of such Security;

                  (7) to any person which is subject to such Canadian Taxes by
reason of its failure to comply with any certification, identification,
information, documentation or other reporting requirement if compliance is
required by law, regulation, administrative practice or an applicable treaty as
a precondition to exemption from, or a reduction in the rate of deduction or
withholding of, such Canadian Taxes; or

                  (8) for any combination of items (1), (2), (3), (4), (5), (6)
and (7);

nor will Additional Amounts be paid with respect to any payment on a Security to
a Holder who is a fiduciary or partnership or other than the sole beneficial
owner of such payment to the extent such payment would be required by the laws
of Canada (or any political subdivision thereof) to be included in the income
for Canadian federal income tax purposes of a beneficiary or settlor with
respect to such fiduciary or a member of such partnership or a beneficial owner
who would not have been entitled to payment of the Additional Amounts had such
beneficiary, settlor, member or beneficial owner been the Holder of such
Security.

                  At least 10 days prior to each date on which any payment under
or with respect to the Securities is due and payable, if the Company will be
obligated to pay Additional Amounts with respect to such payment, the Company
will deliver to the Trustee an Officers' Certificate stating the fact that such
Additional Amounts will be payable, the amounts so payable and will set forth
such other information necessary to enable the Trustee to pay such Additional
Amounts to Holders on the payment date. Whenever in this Indenture there is
mentioned, in any context, the payment of principal (and premium, if any),
Redemption Price, interest or any other amount payable under or with respect to
any Security such mention shall be deemed to include mention of the payment of
Additional Amounts provided for in this Section to the extent that, in such
context, Additional Amounts are, were or would be payable in respect thereof
pursuant to the provisions of this Section and express mention of the payment of
Additional Amounts (if applicable) in any provisions hereof shall not be
construed as excluding Additional Amounts in those provisions hereof where such
express mention is not made (if applicable).

                  The obligations of the Company under this Section 10.05 shall
survive the termination of the Indenture.

                                       71
<PAGE>

                  Section 10.06. PAYMENT OF TAXES AND OTHER CLAIMS.

                  The Company will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, all material taxes,
assessments and governmental charges levied or imposed upon the Company or upon
the income, profits or property of the Company; PROVIDED, HOWEVER, that the
Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment or charge whose amount, applicability or
validity is being contested in good faith by appropriate proceedings or where
the failure to effect such payment is not adverse in any material respect to the
Holders of any Outstanding Securities.

                  Section 10.07. CORPORATE EXISTENCE.

                  Subject to Article 8, 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 rights (charter and statutory) and franchises of the Company;
PROVIDED, HOWEVER, that the Company shall not be required to preserve any such
right or franchise if the Company shall determine that the preservation thereof
is no longer desirable in the conduct of the business of the Company and its
Subsidiaries as a whole.

                  Section 10.08. WAIVER OF CERTAIN COVENANTS.

                  The Company may, with respect to any series of Securities,
omit in any particular instance to comply with any term, provision or condition
which affects such series set forth in Sections 10.06 to 10.07, inclusive, or,
as specified pursuant to Section 3.01(19) for Securities of such series, in any
covenants of the Company added to Article 10 pursuant to Section 3.01(18) or
Section 3.01(19) in connection with Securities of such series, if before the
time for such compliance the Holders of at least a majority or more in principal
amount of all Outstanding Securities of any series, by Act of such Holders,
waive such compliance in such instance with such term, provision or condition,
but no such waiver shall extend to or affect such term, provision or condition
except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee to
Holders of such series in respect of any such term, provision or condition shall
remain in full force and effect.


                                   ARTICLE 11

                            REDEMPTION OF SECURITIES

                  Section 11.01. APPLICABILITY OF ARTICLE.

                  Securities of any series which are redeemable before their
Stated Maturity shall be redeemable in accordance with the terms of such
Securities and (except as otherwise specified as contemplated by Section 3.01
for Securities of any series) in accordance with this Article.

                                       72
<PAGE>

                  Section 11.02. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

                  The election of the Company to redeem any Securities shall be
evidenced by or pursuant to a Board Resolution. In case of any redemption at the
election of the Company, the Company shall, at least 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Securities of such series to be redeemed and shall
deliver to the Trustee such documentation and records as shall enable the
Trustee to select the Securities to be redeemed pursuant to Section 11.03. In
the case of any redemption of Securities prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction.

                  Section 11.03. SELECTION BY TRUSTEE OF SECURITIES TO BE
                                 REDEEMED.

                  If less than all the Securities of any series are to be
redeemed, the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions of the principal of Securities of such
series; PROVIDED, HOWEVER, that no such partial redemption shall reduce the
portion of the principal amount of a Security not redeemed to less than the
minimum authorized denomination for Securities of such series established
pursuant to Section 3.01.

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

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

                  Section 11.04. NOTICE OF REDEMPTION.

                  Except as otherwise specified as contemplated by Section 3.01,
notice of redemption shall be given in the manner provided for in Section 1.06
not less than 30 nor more than 60 days prior to the Redemption Date, to each
Holder of Securities to be redeemed. Failure to give notice in the manner
provided in Section 1.06 to the Holder of any Securities designated for
redemption as a whole or in part, or any defect in the notice to any such
Holder, shall not affect the validity of the proceedings for the redemption of
any other Securities or portion thereof.

                  Any notice that is mailed to the Holder of any Securities in
the manner provided in Section 1.06 shall be conclusively presumed to have been
duly given, whether or not such Holder receives the notice.


                                       73
<PAGE>


                  All notices of redemption shall state:

                  (1) the Redemption Date,

                  (2) the Redemption Price and the amount of accrued interest to
the Redemption Date payable as provided in Section 11.06, if any,

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

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

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

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

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

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

                  (9) if Bearer Securities of any series are to be redeemed and
any Registered Securities of such series are not to be redeemed, and if such
Bearer Securities may be exchanged for Registered Securities not subject to
redemption on such Redemption Date pursuant to Section 3.05 or otherwise, the
last date, as determined by the Company, on which such exchanges may be made.

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

                                       74
<PAGE>

                  Section 11.05. DEPOSIT OF REDEMPTION PRICE.

                  On or prior to any Redemption Date, the Company shall deposit
with the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 10.03) an
amount of money in the Currency in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 3.01 for the
Securities of such series and except, if applicable, as provided in Sections
3.12(b), 3.12(d) and 3.12(e)) sufficient to pay the Redemption Price of, and
accrued interest, if any, on, all the Securities which are to be redeemed on
that date.

                  Section 11.06. SECURITIES PAYABLE ON REDEMPTION DATE.

                  Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified in the Currency in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 3.01 for the Securities of such series and except, if applicable, as
provided in Sections 3.12(b), 3.12(d) and 3.12(e)) (together with accrued
interest, if any, to the Redemption Date), and from and after such date (unless
the Company shall default in the payment of the Redemption Price and accrued
interest, if any) such Securities shall, if the same were interest-bearing,
cease to bear interest and the coupons for such interest appertaining to any
Bearer Securities so to be redeemed, except to the extent provided below, shall
be void. Upon surrender of any such Security for redemption in accordance with
said notice, together with all coupons, if any, appertaining thereto maturing
after the Redemption Date, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest, if any, to the Redemption
Date; PROVIDED, HOWEVER, that installments of interest on Bearer Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable
only at an office or agency located outside the United States (except as
otherwise provided in Section 10.02) and, unless otherwise specified as
contemplated by Section 3.01, only upon presentation and surrender of coupons
for such interest; and PROVIDED FURTHER that installments of interest on
Registered Securities whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section
3.07.

                  If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing coupons, or the surrender of such missing
coupon or coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to the Trustee or any Paying Agent any such missing coupon in
respect of which a deduction shall have been made from the Redemption Price,
such Holder shall be entitled to receive the amount so deducted; PROVIDED,
HOWEVER, that interest represented by coupons shall be payable, unless otherwise
specified as contemplated by Section 3.01, only upon presentation and surrender
of those coupons.

                                       75
<PAGE>

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

                  Section 11.07. SECURITIES REDEEMED IN PART.

                  Any Security which is to be redeemed only in part (pursuant to
the provisions of this Article or of Article 12) shall be surrendered at a Place
of Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or such Holder's
attorney duly authorized in writing), and the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Security without
service charge, a new Security or Securities of the same series, of any
authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

                  Section 11.08. TAX REDEMPTION.

                  If specified pursuant to Section 3.01, the Securities of a
series will be subject to redemption at any time, in whole but not in part, at a
Redemption Price equal to the principal amount thereof together with accrued and
unpaid interest to the date fixed for redemption, upon the giving of a notice as
described below, if (1) the Company determines that (a) as a result of any
change in or amendment to the laws (or any regulations or rulings promulgated
thereunder) of Canada or of any political subdivision or taxing authority
thereof or therein affecting taxation, or any change in official position
regarding application or interpretation of such laws, regulations or rulings
(including a holding by a court of competent jurisdiction), which change or
amendment is announced or becomes effective on or after a date specified in the
applicable supplemental indenture, if any date is so specified, the Company has
or will become obligated to pay, on the next succeeding date on which interest
is due, Additional Amounts pursuant to Section 10.05 or (b) on or after a date
specified pursuant to Section 3.01, any action has been taken by any taxing
authority of, or any decision has been rendered by a court of competent
jurisdiction in, Canada or any political subdivision or taxing authority thereof
or therein, including any of those actions specified in (a) above, whether or
not such action was taken or decision was rendered with respect to the Company,
or any change, amendment, application or interpretation shall be officially
proposed, which, in any case, in the Opinion of Counsel to the Company, will
result in the Company becoming obligated to pay, on the next succeeding date on
which interest is due, Additional Amounts with respect to any Security of such
series and (2) in any such case, the Company in its business judgment determines
that such obligation cannot be avoided by the use of reasonable measures
available to the Company; PROVIDED, HOWEVER, that (i) no such notice of
redemption may be given earlier than 90 or later than 30 days prior to the
earliest date on which the Company would be obligated to pay such Additional
Amounts were a payment in respect of the Securities due, and (ii) at the time
such notice of redemption is given, such obligation to pay such Additional
Amounts remains in effect.

                                       76
<PAGE>


                                   ARTICLE 12

                                 SINKING FUNDS

                  Section 12.01. APPLICABILITY OF ARTICLE.

                  Retirements of Securities of any series pursuant to any
sinking fund shall be made in accordance with the terms of such Securities and
(except as otherwise specified as contemplated by Section 3.01 for Securities of
any series) in accordance with this Article.

                  The minimum amount of any sinking fund payment provided for by
the terms of Securities of any series is herein referred to as a "mandatory
sinking fund payment", and any payment in excess of such minimum amount provided
for by the terms of Securities of any series is herein referred to as an
"optional sinking fund payment". If provided for by the terms of Securities of
any series, the cash amount of any mandatory sinking fund payment may be subject
to reduction as provided in Section 12.02. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series.

                  Section 12.02. SATISFACTION OF SINKING FUND PAYMENTS WITH
                                 SECURITIES.

                  Subject to Section 12.03, in lieu of making all or any part of
any mandatory sinking fund payment with respect to any Securities of such series
in cash, the Company may at its option (1) deliver to the Trustee Outstanding
Securities of such series (other than any previously called for redemption)
theretofore purchased or otherwise acquired by the Company together in the case
of any Bearer Securities of such series with all unmatured coupons appertaining
thereto, and/or (2) receive credit for the principal amount of Securities of
such series which have been previously delivered to the Trustee by the Company
or for Securities of such series which have been redeemed either at the election
of the Company pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the terms of
such Securities, in each case in satisfaction of all or any part of any
mandatory sinking fund payment with respect to the Securities of the same series
required to be made pursuant to the terms of such Securities as provided for by
the terms of such series; PROVIDED, HOWEVER, that such Securities have not been
previously so credited. Such Securities shall be received and credited for such
purpose by the Trustee at the Redemption Price specified in such Securities for
redemption through operation of the sinking fund and the amount of such
mandatory sinking fund payment shall be reduced accordingly.

                  Section 12.03. REDEMPTION OF SECURITIES FOR SINKING FUND.

                  Not less than 60 days 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 sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash in the Currency in
which the Securities of such series are payable (except as otherwise specified
pursuant to Section 3.01 for the Securities of such series and except, if
applicable, as provided in Sections 3.12(b), 3.12(d) and 3.12(e)) and the
portion thereof, if any, which is to be satisfied by delivering or crediting
Securities



                                       77
<PAGE>

of that series pursuant to Section 12.02 (which Securities will, if not
previously delivered, accompany such certificate) and whether the Company
intends to exercise its right to make a permitted optional sinking fund payment
with respect to such series. Such certificate shall be irrevocable and upon its
delivery the Company shall be obligated to make the cash payment or payments
therein referred to, if any, on or before the next succeeding sinking fund
payment date. In the case of the failure of the Company to deliver such
certificate, the sinking fund payment due on the next succeeding sinking fund
payment date for that series shall be paid entirely in cash and shall be
sufficient to redeem the principal amount of such Securities subject to a
mandatory sinking fund payment without, with respect to such payment date, the
option to deliver or credit Securities as provided in Section 12.02 and without
the right to make any optional sinking fund payment, if any, with respect to
such series.

                  Not more than 60 days before each such sinking fund payment
date the Trustee shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 11.03 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 11.04. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 11.06 and 11.07.

                  On or prior to any sinking fund payment date, the Company
shall pay to the Trustee or a Paying Agent (or, if the Company is acting as its
own Paying Agent, segregate and hold in trust as provided in Section 10.03) in
cash a sum equal to any interest that will accrue to the date fixed for
redemption of Securities or portions thereof to be redeemed on such sinking fund
payment date pursuant to this Section 12.03.

                  Notwithstanding the foregoing, with respect to a sinking fund
for any series of Securities, if at any time the amount of cash to be paid into
such sinking fund on the next succeeding sinking fund payment date, together
with any unused balance of any preceding sinking fund payment or payments for
such series, does not exceed in the aggregate $100,000, the Trustee, unless
requested by the Company, shall not give the next succeeding notice of the
redemption of Securities of such series through the operation of the sinking
fund. Any such unused balance of moneys deposited in such sinking fund shall be
added to the sinking fund payment for such series to be made in cash on the next
succeeding sinking fund payment date or, at the request of the Company, shall be
applied at any time or from time to time to the purchase of Securities of such
series, by public or private purchase, in the open market or otherwise, at a
purchase price for such Securities (excluding accrued interest and brokerage
commissions, for which the Trustee or any Paying Agent will be reimbursed by the
Company) not in excess of the principal amount thereof.


                                       78
<PAGE>

                                   ARTICLE 13

                         REPAYMENT AT OPTION OF HOLDERS

                  Section 13.01. APPLICABILITY OF ARTICLE.

                  Repayment of Securities of any series before their Stated
Maturity at the option of Holders thereof shall be made in accordance with the
terms of such Securities and (except as otherwise specified as contemplated by
Section 3.01 for Securities of any series) in accordance with this Article.

                  Section 13.02. REPAYMENT OF SECURITIES.

                  Securities of any series subject to repayment in whole or in
part at the option of the Holders thereof will, unless otherwise provided in the
terms of such Securities, be repaid at a price equal to the principal amount
thereof, together with interest, if any, thereon accrued to the Repayment Date
specified in or pursuant to the terms of such Securities. The Company covenants
that on or before the Repayment Date it will deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 10.03) an amount of money in the
Currency in which the Securities of such series are payable (except as otherwise
specified pursuant to Section 3.01 for the Securities of such series and except,
if applicable, as provided in Sections 3.12(b), 3.12(d) and 3.12(e)) sufficient
to pay the principal (or, if so provided by the terms of the Securities of any
series, a percentage of the principal) of and (except if the Repayment Date
shall be an Interest Payment Date) accrued interest, if any, on, all the
Securities or portions thereof, as the case may be, to be repaid on such date.

                  Section 13.03. EXERCISE OF OPTION.

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



                                       79
<PAGE>

Security providing for repayment at the option of the Holder thereof, exercise
of the repayment option by the Holder shall be irrevocable unless waived by the
Company.

                  Section 13.04. WHEN SECURITIES PRESENTED FOR REPAYMENT BECOME
                                 DUE AND PAYABLE.

                  If Securities of any series providing for repayment at the
option of the Holders thereof shall have been surrendered as provided in this
Article and as provided by or pursuant to the terms of such Securities, such
Securities or the portions thereof, as the case may be, to be repaid shall
become due and payable and shall be paid by the Company on the Repayment Date
therein specified, and on and after such Repayment Date (unless the Company
shall default in the payment of such Securities on such Repayment Date) such
Securities shall, if the same were interest-bearing, cease to bear interest and
the coupons for such interest appertaining to any Bearer Securities so to be
repaid, except to the extent provided below, shall be void. Upon surrender of
any Bearer Security for repayment in accordance with such provisions, together
with all coupons, if any, appertaining thereto maturing after the Repayment
Date, the principal amount of such Security so to be repaid shall be paid by the
Company, together with accrued interest, if any, to the Repayment Date;
PROVIDED, HOWEVER, that coupons whose Stated Maturity is on or prior to the
Repayment Date shall be payable only, unless otherwise specified, pursuant to
Section 3.01, upon presentation and surrender of such coupons; and PROVIDED
FURTHER that, in the case of Registered Securities, installments of interest, if
any, whose Stated Maturity is on or prior to the Repayment Date shall be payable
to the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 3.07.

                  If any Bearer Security surrendered for repayment shall not be
accompanied by all appurtenant coupons maturing after the Repayment Date, such
Security may be paid after deducting from the amount payable therefor as
provided in Section 13.02 an amount equal to the face amount of all such missing
coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and the Trustee if there be furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Security shall surrender to the Trustee or any
Paying Agent any such missing coupon in respect of which a deduction shall have
been made as provided in the preceding sentence, such Holder shall be entitled
to receive the amount so deducted; PROVIDED, HOWEVER, that interest represented
by coupons shall be payable, unless otherwise specified as contemplated by
Section 3.01, only upon presentation and surrender of those coupons.

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

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<PAGE>

                  Section 13.05. SECURITIES REPAID IN PART.

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


                                   ARTICLE 14

                       DEFEASANCE AND COVENANT DEFEASANCE

                  Section 14.01. COMPANY'S OPTION TO EFFECT DEFEASANCE OR
                                 COVENANT DEFEASANCE.

                  Except as otherwise specified as contemplated by Section 3.01
for Securities of any series, the provisions of this Article 14 shall apply to
each series of Securities, and the Company may, at its option, effect defeasance
of the Securities of or within a series under Section 14.02, or covenant
defeasance of or within a series under Section 14.03 in accordance with the
terms of such Securities and in accordance with this Article.

                  Section 14.02. DEFEASANCE AND DISCHARGE.

                  Upon the Company's exercise of the above option applicable to
this Section with respect to any Securities of or within a series, the Company
shall be deemed to have been discharged from its obligations with respect to
such Outstanding Securities and any related coupons on the date the conditions
set forth in Section 14.04 are satisfied (hereinafter, "defeasance"). For this
purpose, such defeasance means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by such Outstanding Securities
and any related coupons, which shall thereafter be deemed to be "Outstanding"
only for the purposes of Section 14.05 and the other Sections of this Indenture
referred to in (A) and (B) below, and to have satisfied all its other
obligations under such Securities and any related coupons and this Indenture
insofar as such Securities and any related coupons are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following which shall survive until
otherwise terminated or discharged hereunder: (A) the rights of Holders of such
Outstanding Securities and any related coupons to receive, solely from the trust
fund described in Section 13.04 and as more fully set forth in such Section,
payments in respect of the principal of (and premium, if any) and interest, if
any, on such Securities and any related coupons when such payments are due, (B)
the Company's obligations with respect to such Securities under Sections 3.04,
3.05, 3.06, 10.02 and 10.03 and with respect to the payment of Additional
Amounts, if any, on such Securities as contemplated by Section 10.05, (C) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and (D)
this Article 14. Subject to compliance with this Article 14, the Company may
exercise its option under this Section 13.02 notwithstanding the prior exercise
of its option under Section 14.03 with respect to such Securities and any
related coupons.



                                       81
<PAGE>

                  Section 14.03.  COVENANT DEFEASANCE.

                  Upon the Company's exercise of the above option applicable to
this Section with respect to any Securities of or within a series, the Company
shall be released from its obligations under Section 8.03 and Article 10, and,
if specified pursuant to Section 3.01, its obligations under any other covenant,
with respect to such Outstanding Securities and any related coupons on and after
the date the conditions set forth in Section 14.04 are satisfied (hereinafter,
"covenant defeasance"), and such Securities and any related coupons shall
thereafter be deemed not to be "Outstanding" for the purposes of any direction,
waiver, consent or declaration or Act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
"Outstanding" for all other purposes hereunder. For this purpose, such covenant
defeasance means that, with respect to such Outstanding Securities and any
related coupons, the Company may omit to comply with and shall have no liability
in respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such covenant or by reason of reference in any such covenant to any other
provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 5.01(4) or Section
5.01(8) or otherwise, as the case may be, but, except as specified above, the
remainder of this Indenture and such Securities and any related coupons shall be
unaffected thereby.

                  Section 14.04. CONDITIONS TO DEFEASANCE OR COVENANT
                                 DEFEASANCE.

                  The following shall be the conditions to application of either
Section 14.02 or Section 14.03 to any Outstanding Securities of or within a
series and any related coupons:

                  (1) The Company shall irrevocably have deposited or caused to
be deposited with the Trustee (or another trustee satisfying the requirements of
Section 6.07 who shall agree to comply with the provisions of this Article 14
applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of such Securities and any related coupons, (A)
an amount (in such Currency in which such Securities and any related coupons are
then specified as payable at Stated Maturity), or (B) Government Obligations
applicable to such Securities (determined on the basis of the Currency in which
such Securities are then specified as payable at Stated Maturity) which through
the scheduled payment of principal and interest in respect thereof in accordance
with their terms will provide, not later than one day before the due date of any
payment of principal of and premium, if any, and interest, if any, under such
Securities and any related coupons, money in an amount, or (C) a combination
thereof, sufficient, in the opinion of a nationally recognized firm of
independent chartered accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by
the Trustee (or other qualifying trustee) to pay and discharge, (i) the
principal of (and premium, if any) and interest, if any, on such Outstanding
Securities and any related coupons on the Stated Maturity (or Redemption Date,
if applicable) of such principal (and premium, if any) or installment of
interest, if any, and (ii) any mandatory sinking fund payments or analogous
payments applicable to such Outstanding Securities and any related coupons on
the day on which such payments are due and payable in accordance with the terms
of this Indenture and of such Securities and any related coupons; PROVIDED that
the Trustee shall have been



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irrevocably instructed to apply such money or the proceeds of such Government
Obligations to said payments with respect to such Securities and any related
coupons. Before such a deposit, the Company may give to the Trustee, in
accordance with Section 11.02 hereof, a notice of its election to redeem all or
any portion of such Outstanding Securities at a future date in accordance with
the terms of the Securities of such series and Article 11 hereof, which notice
shall be irrevocable. Such irrevocable redemption notice, if given, shall be
given effect in applying the foregoing.

                  (2) No Default or Event of Default with respect to such
Securities or any related coupons shall have occurred and be continuing on the
date of such deposit or, insofar as paragraphs (5) and (6) of Section 5.01 are
concerned, at any time during the period ending on the 91st day after the date
of such deposit (it being understood that this condition shall not be deemed
satisfied until the expiration of such period).

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

                  (4) In the case of an election under Section 14.02, the
Company shall have delivered to the Trustee an Opinion of Counsel stating that
(x) the Company has received from, or there has been published by, the Internal
Revenue Service a ruling, or (y) since the date of execution of this Indenture,
there has been a change in the applicable federal income tax law, in either case
to the effect that, and based thereon such opinion shall confirm that, the
Holders of such Outstanding Securities and any related coupons will not
recognize income, gain or loss for federal income tax purposes as a result of
such defeasance and will be subject to federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such
defeasance had not occurred.

                  (5) In the case of an election under Section 14.03, the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Holders of such Outstanding Securities and any related coupons will not
recognize income, gain or loss for federal income tax purposes as a result of
such covenant defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such covenant defeasance had not occurred.

                  (6) The Company has delivered to the Trustee an Opinion of
Counsel to the effect that such deposit shall not cause the Trustee or the trust
so created to be subject to the Investment Company Act of 1940, as amended.

                  (7) The Company has delivered to the Trustee either an Opinion
of Counsel in Canada or a ruling from Canada Customs and Revenue Agency in
either case to the effect that the Holders of such Outstanding Securities will
not recognize income, gain or loss for Canadian federal, provincial or
territorial income tax or other tax purposes as a result of such defeasance or
covenant defeasance and will be subject to Canadian federal or provincial income
tax and other tax on the same amounts, in the same manner and at the same times
as would have been the case had such



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<PAGE>

Defeasance not occurred (and for the purposes of such opinion, such Canadian
counsel shall assume that Holders include Holders who are not resident in
Canada).

                  (8) The Company is not an "insolvent person" within the
meaning of the BANKRUPTCY AND INSOLVENCY ACT (Canada) on the date of such
deposit or at any time during the period ending on the 91st day after the date
of such deposit (it being understood that this condition shall not be deemed
satisfied until the expiration of such period).

                  (9) Notwithstanding any other provisions of this Section, such
defeasance or covenant defeasance shall be effected in compliance with any
additional or substitute terms, conditions or limitations in connection
therewith pursuant to Section 3.01.

                  (10) The Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for relating to either the defeasance under
Section 14.02 or the covenant defeasance under Section 14.03 (as the case may
be) have been complied with.

                  Section 14.05. DEPOSITED  MONEY  AND  GOVERNMENT  OBLIGATIONS
                                 TO BE HELD IN TRUST; OTHER MISCELLANEOUS
                                 PROVISIONS.

                  Subject to the provisions of the last paragraph of Section
10.03, all money and Government Obligations (or other property as may be
provided pursuant to Section 3.01) (including the proceeds thereof) deposited
with the Trustee (or other qualifying trustee, collectively for purposes of this
Section 14.05, the "Trustee") pursuant to Section 14.04 in respect of such
Outstanding Securities and any related coupons shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Securities and
any related coupons and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Holders of such Securities and any related
coupons of all sums due and to become due thereon in respect of principal (and
premium, if any) and interest, if any, but such money need not be segregated
from other funds except to the extent required by law.

                  Unless otherwise specified with respect to any Security
pursuant to Section 3.01, if, after a deposit referred to in Section 14.04(1)
has been made, (a) the Holder of a Security in respect of which such deposit was
made is entitled to, and does, elect pursuant to Section 3.12(b) or the terms of
such Security to receive payment in a Currency other than that in which the
deposit pursuant to Section 14.04(1) has been made in respect of such Security,
or (b) a Conversion Event occurs as contemplated in Section 3.12(d) or 3.12(e)
or by the terms of any Security in respect of which the deposit pursuant to
Section 14.04(1) has been made, the indebtedness represented by such Security
and any related coupons shall be deemed to have been, and will be, fully
discharged and satisfied through the payment of the principal of (and premium,
if any) and interest, if any, on such Security as they become due out of the
proceeds yielded by converting (from time to time as specified below in the case
of any such election) the amount or other property deposited in respect of such
Security into the Currency in which such Security becomes payable as a result of
such election or Conversion Event based on the applicable Market Exchange Rate
for such Currency in effect on the third



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Business Day prior to each payment date, except, with respect to a Conversion
Event, for such Currency in effect (as nearly as feasible) at the time of the
Conversion Event.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the Government
Obligations deposited pursuant to Section 14.04 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of such Outstanding Securities and any
related coupons.

                  Anything in this Article 14 to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or Government Obligations (or other property and any proceeds
therefrom) held by it as provided in Section 14.04 which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect an
equivalent defeasance or covenant defeasance, as applicable, in accordance with
this Article.

                  Section 14.06. REINSTATEMENT.

                  If the Trustee or any Paying Agent is unable to apply any
money in accordance with Section 14.05 by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Company's obligations under this Indenture and such
Securities and any related coupons shall be revived and reinstated as though no
deposit had occurred pursuant to Section 14.02 or 14.03, as the case may be,
until such time as the Trustee or Paying Agent is permitted to apply all such
money in accordance with Section 14.05; PROVIDED, HOWEVER, that if the Company
makes any payment of principal of (or premium, if any) or interest, if any, on
any such Security or any related coupon following the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Securities and any related coupons to receive such payment from the money
held by the Trustee or Paying Agent.


                                   ARTICLE 15

                        MEETINGS OF HOLDERS OF SECURITIES

                  Section 15.01. PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

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

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<PAGE>

                  Section 15.02. CALL, NOTICE AND PLACE OF MEETINGS.

                  (a) The Trustee may at any time call a meeting of Holders of
any series for any purpose specified in Section 15.01, to be held at such time
and at such place in the Borough of Manhattan, The City of New York as the
Trustee shall determine. Notice of every meeting of Holders of Securities of any
series, setting forth the time and the place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be given, in the
manner provided for in Section 1.06, not less than 21 nor more than 180 days
prior to the date fixed for the meeting.

                  (b) In case at any time the Company, pursuant to a Board
Resolution, or the Holders of at least 10% in principal amount of the
Outstanding Securities of any series shall have requested the Trustee to call a
meeting of the Holders of Securities of such series for any purpose specified in
Section 15.01, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have made the
first publication of the notice of such meeting within 21 days after receipt of
such request or shall not thereafter proceed to cause the meeting to be held as
provided herein, then the Company or the Holders of Securities of such series in
the amount above specified, as the case may be, may determine the time and the
place in the Borough of Manhattan, The City of New York for such meeting and may
call such meeting for such purposes by giving notice thereof as provided in
paragraph (a) of this Section.

                  Section 15.03. PERSONS ENTITLED TO VOTE AT MEETINGS.

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

                  Section 15.04. QUORUM; ACTION.

                  The Persons entitled to vote a majority or more in principal
amount of the Outstanding Securities of a series shall constitute a quorum for a
meeting of Holders of Securities of such series; PROVIDED, HOWEVER, that, if any
action is to be taken at such meeting with respect to a consent or waiver which
this Indenture expressly provides may be given by the Holders of not less than a
specified percentage in principal amount of the Outstanding Securities of a
series, the Persons entitled to vote such specified percentage in principal
amount of the Outstanding Securities of such series shall constitute a quorum.
In the absence of a quorum within 30 minutes of the time appointed for any such
meeting, the meeting shall, if convened at the request of Holders of Securities
of such series, be dissolved. In any other case the meeting may be adjourned for
a period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such meeting. In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days as determined by the chairman of the meeting prior to
the adjournment of such adjourned meeting. Notice of the reconvening of any
adjourned meeting



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shall be given as provided in Section 15.02(a), except that such notice need be
given only once not less than five days prior to the date on which the meeting
is scheduled to be reconvened. Notice of the reconvening of any adjourned
meeting shall state expressly the percentage, as provided above, of the
principal amount of the Outstanding Securities of such series which shall
constitute a quorum.

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

                  Except as limited by the proviso to Section 9.02, any
resolution presented to a meeting or adjourned meeting duly reconvened at which
a quorum is present as aforesaid may be adopted by the affirmative vote of the
Holders of not less than a majority or more in principal amount of the
Outstanding Securities of such series; PROVIDED, HOWEVER, that, except as
limited by the proviso to Section 9.02, any resolution with respect to any
request, demand, authorization, direction, notice, consent, waiver or other
action which this Indenture expressly provides may be made, given or taken by
the Holders of a specified percentage, which is less than a majority, in
principal amount of the Outstanding Securities of a series may be adopted at a
meeting or an adjourned meeting duly reconvened and at which a quorum is present
as aforesaid by the affirmative vote of the Holders of not less than such
specified percentage in principal amount of the Outstanding Securities of such
series.

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

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

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

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

                  Section 15.05. DETERMINATION OF VOTING RIGHTS; CONDUCT AND
                                 ADJOURNMENT OF MEETINGS.

                  (a) Notwithstanding any provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Holders of Securities of a series



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<PAGE>

in regard to proof of the holding of Securities of such series and of the
appointment of proxies and in regard to the appointment and duties of inspectors
of votes, the submission and examination of proxies, certificates and other
evidence of the right to vote, and such other matters concerning the conduct of
the meeting as its shall deem appropriate. Except as otherwise permitted or
required by any such regulations, the holding of Securities shall be proved in
the manner specified in Section 1.04 and the appointment of any proxy shall be
proved in the manner specified in Section 1.04 or by having the signature of the
person executing the proxy witnessed or guaranteed by any trust company, bank or
banker authorized by Section 1.04 to certify to the holding of Bearer
Securities. Such regulations may provide that written instruments appointing
proxies, regular on their face, may be presumed valid and genuine without the
proof specified in Section 1.04 or other proof.

                  (b) The Trustee shall, by an instrument in writing appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Holders as provided in Section 15.02(b), in which case the
Company or the Holders of the series calling the meeting, as the case may be,
shall in like manner appoint a temporary chairman. A permanent chairman and a
permanent secretary of the meeting shall be elected by vote of the Persons
entitled to vote a majority or more in principal amount of the Outstanding
Securities of such series represented at the meeting.

                  (c) At any meeting each Holder the Securities of such series
or proxy shall be entitled to one vote for each $1,000 principal amount of
Outstanding Securities of such series held or represented by him (determined as
specified in the definition of "Outstanding" in Section 1.01); PROVIDED,
HOWEVER, that no vote shall be cast or counted at any meeting in respect of any
Security challenged as not Outstanding and ruled by the chairman of the meeting
to be not Outstanding. The chairman of the meeting shall have no right to vote,
except as a Holder the Securities of such series or proxy.

                  (d) Any meeting of Holders the Securities of any series duly
called pursuant to Section 15.02 at which a quorum is present may be adjourned
from time to time by Persons entitled to vote a majority or more in principal
amount of the Outstanding Securities of such series represented at the meeting;
and the meeting may be held as so adjourned without further notice.

                  Section 15.06. COUNTING VOTES AND RECORDING ACTION OF
                                 MEETINGS.

                  The vote upon any resolution submitted to any meeting of
Holders the Securities of any series shall be by written ballots on which shall
be subscribed the signatures of the Holders the Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of Holders the Securities of any
series shall be prepared by the Secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 15.02 and, if
applicable, Section 15.04. Each copy shall be



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<PAGE>

signed and verified by the affidavits of the permanent chairman and secretary of
the meeting and one such copy shall be delivered to the Company, and another to
the Trustee to be preserved by the Trustee, the latter to have attached thereto
the ballots voted at the meeting. Any record so signed and verified shall be
conclusive evidence of the matters therein stated.

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


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<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.

                                     CELESTICA INC.


                                     By:___________________________________
                                        Name:
                                        Title:


                                     THE CHASE MANHATTAN BANK,
                                     as Trustee


                                     By:___________________________________
                                        Name:
                                        Title: