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                                                                     Exhibit 4.5

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                     TEVA PHARMACEUTICAL INDUSTRIES LIMITED

                                       and

                        THE BANK OF NEW YORK, as Trustee


                             SUBORDINATED INDENTURE

                          Dated as of __________, ____



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                                Table of Contents
                                -----------------

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ARTICLE 1  DEFINITIONS.........................................................1

   Section 1.01.  Certain Terms Defined........................................1

ARTICLE 2  SECURITIES..........................................................5

   Section 2.01.  Forms Generally..............................................5
   Section 2.02.  Form of Trustee's Certification of Authentication............5
   Section 2.03.  Amount Unlimited; Issuable in Series.........................6
   Section 2.04.  Authentication and Delivery of Securities....................8
   Section 2.05.  Execution of Securities......................................9
   Section 2.06.  Certificate of Authorization.................................9
   Section 2.07.  Denomination and Date of Securities; Payments of
                  Interest....................................................10
   Section 2.08.  Regulation, Transfer and Exchange...........................10
   Section 2.09.  Mutilated, Defaced, Destroyed, Lost and Stolen
                  Securities..................................................11
   Section 2.10.  Cancellation of Securities..................................12
   Section 2.11.  Temporary Securities........................................12
   Section 2.12.  CUSIP Numbers...............................................13

ARTICLE 3  COVENANTS OF THE ISSUER AND THE TRUSTEE............................13

   Section 3.01.  Payment of Principal and Interest...........................13
   Section 3.02.  Offices for Payments, etc...................................13
   Section 3.03.  Appointment to Fill a Vacancy in Office of Trustee..........14
   Section 3.04.  Paying Agents...............................................14
   Section 3.05.  Certificate of the Issuer...................................14
   Section 3.06.  Securityholders Lists.......................................15
   Section 3.07.  Reports by the Issuer.......................................15
   Section 3.08.  Reports by the Trustee......................................15
   Section 3.09.  Calculation of Original Issue Discount......................15

ARTICLE 4  REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT....15

   Section 4.01.  Event of Default; Acceleration of Maturity, Waiver of
                  Default.....................................................15
   Section 4.02.  Collection of Indebtedness by Trustee; Trustee May Prove
                  Debt........................................................18
   Section 4.03.  Application of Proceeds.....................................20
   Section 4.04.  Suits for Enforcement.......................................21
   Section 4.05.  Restoration of Rights on Abandonment of Proceeding..........21
   Section 4.06.  Limitations on Suits by Securityholder......................21
   Section 4.07.  Unconditional Right of Securityholders to Institute
                  Certain Suits...............................................22
   Section 4.08.  Powers and Remedies Cumulative; Delay or Omission Not
                  Waiver of Default...........................................22
   Section 4.09.  Control by Securityholders..................................22

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                                Table of Contents
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                                   (continued)

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   Section 4.10.  Waiver of Past Defaults.....................................23
   Section 4.11.  Trustee to Give Notice of Default, But May Withhold in
                  Certain Circumstances.......................................23
   Section 4.12.  Right of Court to Require Filing of Undertaking to Pay
                  Costs.......................................................24

ARTICLE 5  CONCERNING THE TRUSTEE.............................................24

   Section 5.01.  Duties and Responsibilities of the Trustee; During
                  Default; Prior to Default...................................24
   Section 5.02.  Certain Rights of the Trustee...............................25
   Section 5.03.  Trustee Not Responsible for Recitals, Disposition of
                  Securities or Application of Proceeds Thereof...............27
   Section 5.04.  Trustee and Agents May Hold Securities; Collections, etc....27
   Section 5.05.  Moneys Held by Trustee......................................27
   Section 5.06.  Compensation and Indemnification of Trustee and its
                  Prior Claim.................................................27
   Section 5.07.  Right of Trustee to Reply on Officers' Certificate, etc.....28
   Section 5.08.  Persons Eligible for Appointment as Trustee.................28
   Section 5.09.  Resignation and Removal; Appointment of Successor
                  Trustee.....................................................28
   Section 5.10.  Acceptance of Appointment By Successor Trustee..............30
   Section 5.11.  Merger, Conversion, Consolidation or Succession to
                  Business of Trustee.........................................30

ARTICLE 6  CONCERNING THE SECURITYHOLDERS.....................................31

   Section 6.01.  Evidence of Action Taken by Securityholders.................31
   Section 6.02.  Proof of Execution of Instruments and of Holding of
                  Securities; Record Date.....................................31
   Section 6.03.  Holders to be Treated as Owners.............................32
   Section 6.04.  Securities Owned by Issuer Deemed Not Outstanding...........32
   Section 6.05.  Right of Revocation of Action Taken.........................32

ARTICLE 7  SUPPLEMENTAL INDENTURES............................................33

   Section 7.01.  Supplemental Indentures Without Consent of
                  Securityholders.............................................33
   Section 7.02.  Supplemental Indentures With Consent of Securityholders.....34
   Section 7.03.  Effect of Supplemental Indenture............................35
   Section 7.04.  Documents to Be Given to Trustee............................35
   Section 7.05.  Notation On Securities In Respect Of Supplemental
                  Indentures..................................................36

ARTICLE 8  CONSOLIDATION, MERGER, SALE OR CONVEYANCE..........................36

   Section 8.01.  Issuer May Consolidate, etc., on Certain Terms..............36
   Section 8.02.  Successor Substituted.......................................36
   Section 8.03.  Opinion of Counsel to Trustee...............................37

                                     - ii -

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                                Table of Contents
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                                   (continued)

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ARTICLE 9  SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS..........37

   Section 9.01.  Satisfaction and Discharge of Indenture.....................37
   Section 9.02.  Application by Trustee of Funds Deposited for Payment of
                  Securities..................................................40
   Section 9.03.  Repayment of Moneys Held by Paying Agent....................41
   Section 9.04.  Return of Moneys Held by Trustee and Paying Agent
                  Unclaimed for Two Years.....................................41

ARTICLE 10 MISCELLANEOUS PROVISIONS...........................................41

   Section 10.01. Incorporators, Stockholders, Members, Officers and
                  Directors of Issuer Exempt from Individual Liability........41
   Section 10.02. Provisions of Indenture for the Sole Benefit of Parties
                  and Securityholders.........................................41
   Section 10.03. Successors and Assigns of Issuer Bound by Indenture.........42
   Section 10.04. Notices and Demands on Issuer, Trustee and
                  Securityholders.............................................42
   Section 10.05. Officers' Certificates and Opinions of Counsel;
                  Statements to be Contained Therein..........................43
   Section 10.06. Payments Due on Saturdays, Sundays and Holidays.............44
   Section 10.07. Conflict of any Provision of Indenture with Trust
                  Indenture Act of 1939.......................................44
   Section 10.08. New York Law to Govern......................................44
   Section 10.09. Counterparts................................................44
   Section 10.10. Effect of Headings..........................................44
   Section 10.11. Securities in a Non-U.S. Currency...........................44
   Section 10.12. Submission to Jurisdiction..................................45
   Section 10.13. Judgment Currency...........................................45

ARTICLE 11 REDEMPTION OF SECURITIES AND SINKING FUNDS.........................46

   Section 11.01. Applicability Of Article....................................46
   Section 11.02. Notice Of Redemption; Partial Redemptions...................46
   Section 11.03. Payment of Securities Called for Redemption.................47
   Section 11.04. Exclusion of Certain Securities from Eligibility for
                  Selection for Redemption....................................48
   Section 11.05. Mandatory and Optional Sinking Funds........................48

ARTICLE 12 SUBORDINATION OF SECURITIES........................................50

   Section 12.01. Agreement to Subordinate....................................50
   Section 12.02. Payments to Holders of Securities...........................50
   Section 12.03. No Payment When Senior Debt Is In Default...................51
   Section 12.04. Payment Permitted in Certain Situations.....................51
   Section 12.05. Subrogation to Rights of Holders of Senior Debt.............52

                                    - iii -

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                                Table of Contents
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                                   (continued)

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   Section 12.06. Provisions Solely to Define Relative Rights.................52
   Section 12.07. Trustee to Effectuate Subordination.........................52
   Section 12.08. No Waiver of Subordination Provisions.......................53
   Section 12.09. Notice to Trustee...........................................53
   Section 12.10. Reliance on Judicial Order or Certificate of Liquidating
                  Agent.......................................................53
   Section 12.11. Trustee Not Fiduciary for Holders of Senior Debt............53
   Section 12.12. Rights of Trustee as Holder of Senior Debt; Preservation
                  of Trustee's Rights.........................................54
   Section 12.13. Article Applicable to Paying Agents.........................54

                                     - iv -

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          THIS INDENTURE, dated as of __________, ____ between Teva
Pharmaceutical Industries Limited, a corporation incorporated under the laws of
Israel (the "Issuer"), and The Bank of New York (the "Trustee"),

                              W I T N E S S E T H:

          WHEREAS, the Issuer has duly authorized the issue from time to time of
its unsecured debentures, notes or other evidences of indebtedness to be issued
in one or more series (the "Securities") up to such principal amount or amounts
as may from time to time be authorized in accordance with the terms of this
Indenture and to provide, among other things, for the authentication, delivery
and administration thereof, the Issuer has duly authorized the execution and
delivery of this Indenture; and

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

          NOW, THEREFORE:

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

                                    ARTICLE 1

                                   DEFINITIONS

          Section 1.01.  Certain Terms Defined. The following terms (except as
otherwise expressly provided herein or in any indenture supplemental hereto, or
unless the context otherwise clearly requires) for all purposes of this
Indenture and of any indenture supplemental hereto shall have the respective
meanings specified in this Section. All other terms used in this Indenture that
are defined in the Trust Indenture Act of 1939 or the definitions of which in
the Securities Act of 1933 are referred to in the Trust Indenture Act of 1939,
including terms defined therein by reference to the Securities Act of 1933
(except as herein otherwise expressly provided or unless the context otherwise
clearly requires), shall have the meanings assigned to such terms in said Trust
Indenture Act and in said Securities Act as in force at the date of this
Indenture. All accounting terms used herein and not expressly defined shall have
the meanings assigned to such terms in accordance with generally accepted
accounting principles, and the term "generally accepted accounting principles"
means such accounting principles as are generally accepted at the time of any
computation. 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. The terms defined in this Article have
the meanings assigned to them in this Article and include the plural as well as
the singular.

          "Authorized Agent" shall have the meaning set forth in Section 10.12.

          "Bearer Security" means any Security other than a Registered Security.

<PAGE>

          "Board" means either the Board of Directors of the Issuer or any
committee of such Board duly authorized to act hereunder.

          "Board Resolution" means one or more resolutions, certified by the
secretary of the Board to have been duly adopted or consented to by the Board
and to be in full force and effect, and delivered to the Trustee.

          "Business Day" means, with respect to any Security, a day that in the
city (or in any of the cities, if more than one) in which amounts are payable,
as specified in the form of such Security, is not a day on which banking
institutions are authorized by law or regulation to close.

          "Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of 1934, or
if at any time after the execution and delivery 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 on such date.

          "Corporate Trust Office" means the office of the Trustee located in
The City of New York at which at any particular time its corporate trust
business shall be administered (which at the date of this Indenture is located
at 101 Barclay Street, New York, New York 10286).

          "Depositary" means, with respect to the Securities of any series
issuable or issued in the form of one or more Registered Global Securities, the
Person designated as Depositary by the Issuer pursuant to Section 2.03 until a
successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Depositary" shall mean or include
each Person who is then a Depositary hereunder, and if at any time there is more
than one such Person, "Depositary" as used with respect to the Securities of any
such series shall mean the Depositary with respect to the Registered Global
Securities of that series.

          "Dollar" means the coin or currency of the United States of America as
at the time of payment is legal tender for the payment of public and private
debts.

          "Event of Default" means any event or condition specified as such in
Section 4.01.

          "Holder", "Holder of Securities", "Securityholder" or other similar
terms mean the registered holder of any Security.

          "Indenture" means this instrument as originally executed and delivered
or, if amended or supplemented as herein provided, as so amended or supplemented
or both, and shall include the forms and terms of particular series of
Securities established as contemplated hereunder.

          "Interest" means, when used with respect to non-interest bearing
Securities, interest payable after maturity.

                                      - 2 -

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          "Issuer" means (except as otherwise provided in Article 5) Teva
Pharmaceutical Industries Limited, a corporation incorporated under the laws of
Israel, and, subject to Article 8, its successors and assigns.

          "Judgment Currency" shall have the meaning set forth in Section 10.13.

          "New York Banking Day" shall have the meaning set forth in Section
10.13.

          "Non-U.S. Currency" means a currency issued by the government of a
country other than the United States (or any currency unit comprised of any such
currencies).

          "Officers' Certificate" means a certificate (i) signed by any two
officers of the Issuer authorized by the Board to execute any such certificate
and (ii) delivered to the Trustee. Each such certificate shall comply with
Section 314 of the Trust Indenture Act of 1939.

          "Opinion of Counsel" means an opinion in writing signed by legal
counsel who may be an employee of or counsel to the Issuer and who shall be
reasonably satisfactory to the Trustee. Each such opinion shall comply with
Section 314 of the Trust Indenture Act of 1939 and include the statements
provided for in Section 10.05, if and to the extent required hereby.

          "Original Issue Date" of any Security (or portion thereof) means the
earlier of (a) the date of such Security or (b) the date of any Security (or
portion thereof) for which such Security was issued (directly or indirectly) on
registration of transfer, exchange or substitution.

          "Original Issue Discount Security" means any Security that 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 4.01.

          "Outstanding", when used with reference to Securities, shall, subject
to the provisions of Section 6.04, mean, as of any particular time, all
Securities authenticated and delivered by the Trustee under this Indenture,
except:

               (a)  Securities theretofore cancelled by the Trustee or delivered
     to the Trustee for cancellation;

               (b)  Securities, or portions thereof, for the payment or
     redemption of which moneys in the necessary amount shall have been
     deposited in trust with the Trustee or with any paying agent (other than
     the Issuer) or shall have been set aside, segregated and held in trust by
     the Issuer for the holders of such Securities (if the Issuer shall act as
     its own paying agent), provided that if such Securities, or portions
     thereof, are to be redeemed prior to the maturity thereof, notice of such
     redemption shall have been given as herein provided, or provision
     satisfactory to the Trustee shall have been made for giving such notice;
     and

               (c)  Securities in substitution for which other Securities shall
     have been authenticated and delivered, or which shall have been paid,
     pursuant to the terms of Section 2.09 (except with respect to any such
     Security as to which proof satisfactory to

                                      - 3 -

<PAGE>

     the Trustee is presented that such Security is held by a person in whose
     hands such Security is a legal, valid and binding obligation of the
     Issuer).

          In determining whether the holders of the requisite principal amount
of Outstanding Securities of any or all series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding for such purposes shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a declaration
of acceleration of the maturity thereof pursuant to Section 4.01.

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

          "Principal" whenever used with reference to the Securities or any
Security or any portion thereof, shall be deemed to include "and premium, if
any".

"Registered Global Security", means a Security evidencing all or a part of a
series of Registered Securities, issued to the Depositary for such series in
accordance with Section 2.03, and bearing the legend prescribed by the
applicable supplemental indenture.

          "Registered Security" means any Security registered on the Security
register of the Issuer.

          "Required Currency" shall have the meaning set forth in Section 10.13.

          "Responsible Officer" when used with respect to the Trustee means any
officer of the Trustee, including any vice president, assistant vice president,
secretary, assistant secretary, any assistant treasurer, any trust officer, or
any other officer of the Trustee customarily performing functions similar to
those performed by any of the above designated officers and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of such officer's knowledge of and familiarity with
that particular subject and who shall have direct responsibility for the
administration of this Indenture.

          "Security" or "Securities" has the meaning stated in the first recital
of this Indenture, or, as the case may be, Securities that have been
authenticated and delivered under this Indenture.

          "Senior Debt" means, unless otherwise specified in an applicable
supplemental indenture, the principal of (and premium, if any) and interest, if
any, on all obligations and indebtedness (other than the Securities) of, or
guaranteed or assumed by, the Issuer that are for borrowed money or are
evidenced by bonds, debentures, notes or other similar instruments, whether
outstanding on the date of this Indenture or thereafter created, incurred,
assumed or guaranteed, and all amendments, renewals, extensions, modifications
and refundings of such indebtedness and obligations, unless in any such case the
instrument by which such indebtedness or obligations are created, incurred,
assumed or guaranteed by the Issuer, or are evidenced, provides that they are
subordinate, or not superior, in right of payment to the Securities.

                                      - 4 -

<PAGE>

          "Trustee" means the Person identified as "Trustee" in the first
paragraph hereof and, subject to the provisions of Article 5, shall also include
any successor trustee.

          "Trust Indenture Act of 1939" (except as otherwise provided in
Sections 7.01 and 7.02) means the Trust Indenture Act of 1939 as in force at the
date as of which this Indenture was originally executed.

          "U.S. Government Obligations" shall have the meaning set forth in
Section 9.01.

          "vice president" when used with respect to the Issuer 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 of "vice president".

          "Yield to Maturity" means the yield to maturity on a series of
securities, calculated at the time of issuance of such series, or, if
applicable, at the most recent redetermination of interest on such series, and
calculated in accordance with accepted financial practice.

                                   ARTICLE 2

                                   SECURITIES

          Section 2.01.  Forms Generally. The Securities of each series shall be
substantially in such form (not inconsistent with this Indenture) as shall be
established by or pursuant to a resolution of the Board 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 imprinted or otherwise reproduced thereon such
legend or legends, not inconsistent with the provisions of this Indenture, as
may be required to comply with any law or with any rules or regulations pursuant
thereto, or with any rules of any securities exchange or to conform to general
usage, all as may be determined by the officers executing such Securities, as
evidenced by their execution of the Securities.

          The definitive Securities shall be printed or lithographed on security
printed paper or may be produced in any other manner, all as determined by the
officers executing such Securities, as evidenced by their execution of such
Securities.

          Section 2.02.  Form of Trustee's Certification of Authentication. The
Trustee's certificate of authentication on all Securities shall be in
substantially the following form:

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


                                        The Bank of New York
                                        ----------------------------------------
                                        as Trustee


                                        By:
                                            ------------------------------------
                                            Authorized Signatory

                                      - 5 -

<PAGE>

          Section 2.03.  Amount Unlimited; Issuable in Series. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

          The Securities may be issued in one or more series and unless provided
for otherwise in an indenture supplemental hereto, each such series shall be
subordinated and subject in right to all Senior Debt in accordance with Article
12. There shall be established in or pursuant to a resolution of the Board and
set forth in an Officers' Certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any series,

          (a)  the designation of the Securities of the series (which shall
distinguish the Securities of the series from all other Securities);

          (b)  any limit upon the aggregate principal amount of the Securities
of the series that may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Securities of the series pursuant
to Section 2.08, 2.09, 2.11 or 11.03);

          (c)  if other than Dollars, the coin or currency in which the
Securities of that series are denominated (including, but not limited to, any
Non-U.S. Currency);

          (d)  the date or dates on which the principal of the Securities of the
series is payable;

          (e)  the rate or rates at which the Securities of the series shall
bear interest, if any, or the method by which such rate shall be determined, the
date or dates from which such interest shall accrue, the interest payment dates
on which such interest shall be payable and the record dates for the
determination of Holders to whom interest is payable and/or the method by which
such rate or rates or date or dates shall be determined;

          (f)  the place or places where the principal of and any interest on
Securities of the series shall be payable (if other than as provided in Section
3.02);

          (g)  the price or prices at which, the period or periods within which
and the terms and conditions upon which Securities of the series may be
redeemed, in whole or in part, at the option of the Issuer, pursuant to any
sinking fund or otherwise;

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

          (i)  if other than denominations of $1,000 and any multiple thereof,
the denominations in which Securities of the series shall be issuable;

          (j)  if other than the principal amount thereof, the portion of the
principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section 4.01 or
provable in bankruptcy pursuant to Section 4.02;

                                      - 6 -

<PAGE>

          (k)  if other than the coin or currency in which the Securities of
that series are denominated, the coin or currency in which payment of the
principal of or interest on the Securities of such series shall be payable;

          (l)  if the principal of or interest on the Securities of such series
are to be payable, at the election of the Issuer or a Holder thereof, in a coin
or currency other than that in which the Securities are denominated, the period
or periods within which, and the terms and conditions upon which, such election
may be made;

          (m)  if the amount of payments of principal of and interest on the
Securities of the series may be determined with reference to an index based on a
coin or currency other than that in which the Securities of the series are
denominated, or with reference to any currencies, securities or baskets of
securities, commodities or indices, the manner in which such amounts shall be
determined;

          (n)  if the Holders of the Securities of the series may convert or
exchange the Securities of the series into or for securities of the Issuer or of
other entities or other property (or the cash value thereof), the specific terms
of and period during which such conversion or exchange may be made;

          (o)  whether the Securities of the series will be issuable as
Registered Securities (and if so, whether such Securities will be issuable as
Registered Global Securities) or Bearer Securities (with or without Coupons), or
any combination of the foregoing, any restrictions applicable to the offer,
sale, transfer, exchange or delivery of Bearer Securities or Registered
Securities or the payment of interest thereon and, if other than as provided
herein, the terms upon which Bearer Securities of any series may be exchanged
for Registered Securities of such series and vice versa;

          (p)  whether and under what circumstances the Issuer will pay
additional amounts on the Securities of the series held by a Person who is not a
U.S. Person in respect of any tax, assessment or governmental charge withheld or
deducted and, if so, whether the Issuer will have the option to redeem such
Securities rather than pay such additional amounts;

          (q)  if the Securities of such 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 terms of such certificates,
documents or conditions;

          (r)  any trustees, depositaries, authenticating or paying agents,
transfer agents or registrars or any other agents with respect to the Securities
of such series;

          (s)  any applicable United States federal income tax and Israel income
tax provisions, including, but not limited to: whether and under what
circumstances the Issuer will pay additional amounts on Securities for any tax,
assessment or governmental charge withheld or deducted and, if so, whether it
will have the option to redeem those Securities rather than pay the additional
amounts; tax considerations applicable to any discounted Securities or to
Securities issued at par that are treated as having been issued at a discount
for United States federal income

                                      - 7 -

<PAGE>

tax purposes; and tax considerations applicable to any Securities denominated
and payable in foreign currencies;

          (t)  whether certain payments on the Securities will be guaranteed
under a financial insurance guaranty policy and the terms of that guaranty;

          (u)  any applicable selling restrictions;

          (v)  any other events of default, modifications or elimination of any
acceleration rights, or covenants with respect to the Securities of such series
and any terms required by or advisable under applicable laws or regulations,
including laws and regulations relating attributes required for the Securities
to be afforded certain capital treatment for bank regulatory or other purposes;
and

          (w)  any other terms of the series.

          All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to such resolution of the Board or in any such indenture supplemental hereto.
All Securities of any one series need not be issued at the same time and may be
issued from time to time, consistent with the terms of this Indenture, if so
provided by or pursuant to such Board Resolution or in any such indenture
supplemental hereto.

          Section 2.04.  Authentication and Delivery of Securities. At any time
and from time to time after the execution and delivery of this Indenture, the
Issuer may deliver Securities of any series executed by the Issuer to the
Trustee for authentication, and the Trustee shall thereupon authenticate and
deliver such Securities to or upon the written order of the Issuer, signed by
any two officers of the Issuer authorized by the Board to execute any such
order, without any further action by the Issuer. In authenticating such
Securities and accepting the additional responsibilities under this Indenture in
relation to such Securities the Trustee shall be entitled to receive, and
(subject to Section 5.01) shall be fully protected in relying upon:

               (a)  a certified copy of any resolution or resolutions of the
     Board authorizing the action taken pursuant to the resolution or
     resolutions delivered under clause 2.04(b) below;

               (b)  a copy of any resolution or resolutions of the Board
     relating to such series, in each case certified by the Secretary or an
     Assistant Secretary of the Issuer;

               (c)  an executed supplemental indenture, if any;

               (d)  an Officers' Certificate setting forth the form and terms of
     the Securities as required pursuant to Section 2.01 and 2.03, respectively
     and prepared in accordance with Section 10.05;

               (e)  an Opinion of Counsel, prepared in accordance with Section
     10.05, to the effect that

                                      - 8 -

<PAGE>

                    (i)   that the form or forms and terms of such Securities
               have been established by or pursuant to a resolution of the Board
               or by a supplemental indenture as permitted by Section 2.01 and
               2.03 in conformity with the provisions of this Indenture;

                    (ii)  that such Securities, when authenticated and delivered
               by the Trustee and issued by the Issuer in the manner and subject
               to any conditions specified in such Opinion of Counsel, will
               constitute valid and binding obligations of the Issuer;

                    (iii) that all laws and requirements in respect of the
               execution and delivery by the Issuer of the Securities have been
               complied with; and

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

          The Trustee shall have the right to decline to authenticate and
deliver any Securities under this Section if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken by the Issuer or
if the Trustee in good faith by its board of directors or board of trustees,
executive committee, or a trust committee of directors or trustees or
Responsible Officers shall determine that such action would expose the Trustee
to personal liability to existing Holders.

          Section 2.05.  Execution of Securities. The Securities shall be signed
on behalf of the Issuer by any two officers of the Issuer authorized by the
Board to execute such Securities, which Securities may, but need not, be
attested. Such signatures may be the manual or facsimile signatures of the
present or any future such officers. Typographical and other minor errors or
defects in any such reproduction of the seal or any such signature shall not
affect the validity or enforceability of any Security that has been duly
authenticated and delivered by the Trustee.

          In case any officer of the Issuer who shall have signed any of the
Securities shall cease to be such officer before the Security so signed shall be
authenticated and delivered by the Trustee or disposed of by the Issuer, such
Security nevertheless may be authenticated and delivered or disposed of as
though the person who signed such Security had not ceased to be such officer of
the Issuer; and any Security may be signed on behalf of the Issuer by such
persons as, at the actual date of the execution of such Security, shall be the
proper officers of the Issuer, although at the date of the execution and
delivery of this Indenture any such person was not such an officer.

          Section 2.06.  Certificate of Authorization. Only such Securities as
shall bear thereon a certificate of authentication substantially in the form
hereinbefore recited, executed by the Trustee by the manual signature of one of
its authorized officers, shall be entitled to the benefits of this Indenture or
be valid or obligatory for any purpose. Such certificate by the Trustee upon any
Security executed by the Issuer shall be conclusive evidence that the Security
so authenticated has been duly authenticated and delivered hereunder and that
the holder is entitled to the benefits of this Indenture.

                                      - 9 -

<PAGE>

          Section 2.07.  Denomination and Date of Securities; Payments of
Interest. The Securities shall be issuable as registered securities without
coupons and in denominations as shall be specified as contemplated by Section
2.03. In the absence of any such specification with respect to the Securities of
any series, the Securities of such series shall be issuable in denominations of
$1,000 and any multiple thereof. The Securities shall be numbered, lettered, or
otherwise distinguished in such manner or in accordance with such plan as the
officers of the Issuer executing the same may determine with the approval of the
Trustee as evidenced by the execution and authentication thereof.

          Each Security shall be dated the date of its authentication, shall
bear interest, if any, from the date and shall be payable on the dates, in each
case, which shall be specified as contemplated by Section 2.03.

          The person in whose name any Security of any series is registered at
the close of business on any record date applicable to a particular series with
respect to any interest payment date for such series shall be entitled to
receive the interest, if any, payable on such interest payment date
notwithstanding any transfer or exchange of such Security subsequent to the
record date and prior to such interest payment date, except if and to the extent
the Issuer shall default in the payment of the interest due on such interest
payment date for such series, in which case such defaulted interest shall be
paid to the persons in whose names Outstanding Securities for such series are
registered at the close of business on a subsequent record date (which shall be
not less than five Business Days prior to the date of payment of such defaulted
interest) established by notice given by mail by or on behalf of the Issuer to
the holders of Securities not less than 15 days preceding such subsequent record
date. The term "record date" as used with respect to any interest payment date
(except a date for payment of defaulted interest) shall mean the date specified
as such in the terms of the Securities of any particular series, or, if no such
date is so specified, if such interest payment date is the first day of a
calendar month, the fifteenth day of the next preceding calendar month or, if
such interest payment date is the fifteenth day of a calendar month, the first
day of such calendar month, whether or not such record date is a Business Day.

          Section 2.08.  Regulation, Transfer and Exchange. The Issuer will keep
or cause to be kept at each office or agency to be maintained for the purpose as
provided in Section 3.02 a register or registers in which, subject to such
reasonable regulations as it may prescribe, it will register, and will register
the transfer of, Securities as in this Article provided. Such register shall be
in written form in the English language or in any other form capable of being
converted into such form within a reasonable time. At all reasonable times such
register or registers shall be open for inspection by the Trustee.

          Upon due presentation for registration of transfer of any Security of
any series at any such office or agency to be maintained for the purpose as
provided in Section 3.02, the Issuer shall execute and the Trustee shall
authenticate and deliver in the name of the transferee or transferees a new
Security or Securities of the same series in authorized denominations for a like
aggregate principal amount.

          Any Security or Securities of any series may be exchanged for a
Security or Securities of the same series in other authorized denominations, in
an equal aggregate principal

                                     - 10 -

<PAGE>

amount. Securities of any series to be exchanged shall be surrendered at any
office or agency to be maintained by the Issuer for the purpose as provided in
Section 3.02, and the Issuer shall execute and the Trustee shall authenticate
and deliver in exchange therefor the Security or Securities of the same series
which the Securityholder making the exchange shall be entitled to receive,
bearing numbers not contemporaneously outstanding.

          All Securities presented for registration of transfer, exchange,
redemption or payment shall (if so required by the Issuer or the Trustee) be
duly endorsed by, or be accompanied by a written instrument or instruments of
transfer in form satisfactory to the Issuer and the Trustee duly executed by,
the holder or his attorney duly authorized in writing.

          The Issuer may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any exchange or
registration of transfer of Securities. No service charge shall be made for any
such transaction.

          The Issuer shall not be required to exchange or register a transfer of
(a) any Securities of any series for a period of 15 days next preceding the
first mailing of notice of redemption of Securities of such series to be
redeemed, or (b) any Securities selected, called or being called for redemption
except, in the case of any Security where notice has been given that such
Security is to be redeemed in part, the portion thereof not so to be redeemed.

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

          Section 2.09.  Mutilated, Defaced, Destroyed, Lost and Stolen
Securities. In case any temporary or definitive Security shall become mutilated,
defaced or be destroyed, lost or stolen, the Issuer in its discretion may
execute, and upon the written request of any officer of the Issuer, the Trustee
shall authenticate and deliver, a new Security of the same series, bearing a
number not contemporaneously outstanding, in exchange and substitution for the
mutilated or defaced Security, or in lieu of and substitution for the Security
so destroyed, lost or stolen. In every case the applicant for a substitute
Security shall furnish to the Issuer and to the Trustee and any agent of the
Issuer or the Trustee such security or indemnity as may be required by them to
indemnify and defend and to save each of them harmless and, in every case of
destruction, loss or theft, evidence to their satisfaction of the destruction,
loss or theft of such Security and of the ownership thereof in the case of
mutilation or defacement shall surrender the Security to the Trustee or such
agent.

          Upon the issuance of any substitute Security, the Issuer may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses (including the
fees and expenses of the Trustee or its agent) connected therewith. In case any
Security which has matured or is about to mature or has been called for
redemption in full shall become mutilated or defaced or be destroyed, lost or
stolen, the Issuer may instead of issuing a substitute Security, pay or
authorize the payment of the same (without surrender thereof except in the case
of a mutilated or defaced Security), if the applicant for such payment shall
furnish to the Issuer and the Trustee and any agent of the Issuer or the Trustee
such security or indemnity as any of them may require to save each of them

                                     - 11 -

<PAGE>

harmless, and, in every case of destruction, loss or theft, the applicant shall
also furnish to the Issuer and the Trustee and any agent of the Issuer or the
Trustee evidence to their satisfaction of the destruction, loss or theft of such
Security and of the ownership thereof.

          Every substitute Security of any series issued pursuant to the
provisions of this section by virtue of the fact that any such Security is
destroyed, lost or stolen shall constitute an additional contractual obligation
of the Issuer, whether or not the destroyed, lost or stolen Security shall be at
any time enforceable by anyone and shall be entitled to all the benefits of (but
shall be subject to all the limitations of rights set forth in) this Indenture
equally and proportionately with any and all other Securities of such series
duly authenticated and delivered hereunder. All Securities shall be held and
owned upon the express condition that, to the extent permitted by law, the
foregoing provisions are exclusive with respect to the replacement or payment of
mutilated, defaced or destroyed, lost or stolen Securities and shall preclude
any and all other rights or remedies notwithstanding any law or statute existing
or hereafter enacted to the contrary with respect to the replacement or payment
of negotiable instruments or other securities without their surrender.

          Section 2.10.  Cancellation of Securities. All Securities surrendered
for payment, redemption, registration of transfer or exchange, or for credit
against any payment in respect of a sinking or analogous fund, if surrendered to
the Issuer or any agent of the Issuer or the Trustee, shall be delivered to the
Trustee for cancellation or, if surrendered to the Trustee, shall be cancelled
by it; and no Securities shall be issued in lieu thereof except as expressly
permitted by any of the provisions of this Indenture. The Trustee shall dispose
of cancelled Securities held by it in accordance with its procedures for the
disposition of cancelled Securities and deliver a certificate of disposition to
the Issuer. If the Issuer shall acquire any of the Securities, such acquisition
shall not operate as a redemption or satisfaction of the indebtedness
represented by such Securities unless and until the same are delivered to the
Trustee for cancellation.

          Section 2.11.  Temporary Securities. Pending the preparation of
definitive Securities for any series, the Issuer may execute and the Trustee
shall authenticate and deliver temporary Securities for such series (printed,
lithographed, typewritten or otherwise reproduced, in each case in form
satisfactory to the Trustee). Temporary Securities of any series shall be
issuable as registered Securities without coupons, of any authorized
denomination, and substantially in the form of the definitive Securities of such
series but with such omissions, insertions and variations as may be appropriate
for temporary Securities, all as may be determined by the Issuer with the
concurrence of the Trustee. Temporary Securities may contain such reference to
any provisions of this Indenture as may be appropriate. Every temporary Security
shall be executed by the Issuer and be authenticated by the Trustee upon the
same conditions and in substantially the same manner, and with like effect, as
the definitive Securities. Without unreasonable delay the Issuer shall execute
and shall furnish definitive Securities of such series and thereupon temporary
Securities of such series may be surrendered in exchange therefor without charge
at each office or agency to be maintained by the Issuer for that purpose
pursuant to Section 3.02, and the Trustee shall authenticate and deliver in
exchange for such temporary Securities of such series a like aggregate principal
amount of definitive Securities of the same series of authorized denominations.
Until so exchanged, the temporary Securities of any series shall be entitled to
the same benefits under this Indenture as definitive Securities of such series
unless otherwise established pursuant to Section 2.03.

                                     - 12 -

<PAGE>

          Section 2.12.  CUSIP Numbers. The Issuer in issuing the Securities may
use "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall
use "CUSIP" numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Issuer will
promptly notify the Trustee in writing of any change in the "CUSIP" numbers.

                                    ARTICLE 3

                     COVENANTS OF THE ISSUER AND THE TRUSTEE

          Section 3.01.  Payment of Principal and Interest. The Issuer covenants
and agrees for the benefit of each series of Securities that it will duly and
punctually pay or cause to be paid the principal of, and interest on, each of
the Securities of such series (together with any additional amounts payable
pursuant to the terms of such Securities) at the place or places, at the
respective times and in the manner provided in such Securities. Subject to any
other provisions that may be established pursuant to Section 2.03, the interest
on Securities (together with any additional amounts payable pursuant to the
terms of such Securities) shall be payable only to or upon the written order of
the Holders thereof and, at the option of the Issuer, may be paid by wire
transfer or by mailing checks for such interest payable to or upon the written
order of such Holders at their last addresses as they appear on the registry
books of the Issuer.

          Section 3.02.  Offices for Payments, etc. So long as any of the
Securities remain outstanding, the Issuer will maintain in the Borough of
Manhattan, The City of New York, the following for each series: an office or
agency (a) where the Securities may be presented for payment, (b) where the
Securities may be presented for registration of transfer and for exchange as in
this Indenture provided and (c) where notices and demands to or upon the Issuer
in respect of the Securities or of this Indenture may be served. The Issuer will
give to the Trustee written notice of the location of any such office or agency
and of any change of location thereof. Unless otherwise specified in accordance
with Section 2.03, the Issuer hereby initially designates the Corporate Trust
Office of the Trustee, as the office to be maintained by it for each such
purpose. In case the Issuer shall fail to so designate or maintain any such
office or agency or shall fail to give such notice of the location or of any
change in the location thereof, presentations and demands may be made and
notices may be served at the Corporate Trust Office.

          The Issuer may from time to time designate one or more additional
offices or agencies where the Securities of a series may be presented for
payment, where the Securities of that series may be presented for exchange as
provided in this Indenture and pursuant to Section 2.03 and where the Securities
of that series may be presented for registration of transfer as provided in this
Indenture, and the Issuer may from time to time rescind any such designation, as
the Issuer may deem desirable or expedient; provided, however, that no such
designation or rescission shall in any manner relieve the Issuer of its
obligation to maintain the agencies provided for in this Section. The Issuer
will give to the Trustee prompt written notice of any such designation or
rescission thereof.

                                     - 13 -

<PAGE>

          Section 3.03.  Appointment to Fill a Vacancy in Office of Trustee. The
Issuer, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 5.09, a Trustee, so that there
shall at all times be a Trustee with respect to each series of Securities
hereunder.

          Section 3.04.  Paying Agents. Whenever the Issuer shall appoint a
paying agent other than the Trustee with respect to the Securities of any
series, it will cause such paying agent to execute and deliver to the Trustee an
instrument in which such agent shall agree with the Trustee, subject to the
provisions of this Section,

          (a)  that it will hold all sums received by it as such agent for the
payment of the principal of or interest on the Securities of such series
(whether such sums have been paid to it by the Issuer or by any other obligor on
the Securities of such series) in trust for the benefit of the holders of the
Securities of such series or of the Trustee,

          (b)  that it will give the Trustee notice of any failure by the Issuer
(or by any other obligor on the Securities of such series) to make any payment
of the principal of or interest on the Securities of such series when the same
shall be due and payable, and

          (c)  that it will pay any such sums so held in trust by it to the
Trustee upon the Trustee's written request at any time during the continuance of
the failure referred to in clause 3.04(b) above.

          The Issuer will, on or prior to each due date of the principal of or
interest on the Securities of such series, deposit with the paying agent a sum
sufficient to pay such principal or interest so becoming due, and (unless such
paying agent is the Trustee) the Issuer will promptly notify the Trustee of any
failure to take such action.

          If the Issuer shall act as its own paying agent with respect to the
Securities of any Series, it will, on or before each due date of the principal
of or interest on the Securities of such series, set aside, segregate and hold
in trust for the benefit of the holders of the Securities of such series a sum
sufficient to pay such principal or interest so becoming due. The Issuer will
promptly notify the Trustee of any failure to take such action.

          Anything in this section to the contrary notwithstanding, the Issuer
may at any time, for the purpose of obtaining a satisfaction and discharge with
respect to one or more or all series of Securities hereunder, or for any other
reason, pay or cause to be paid to the Trustee all sums held in trust for any
such series by the Issuer or any paying agent hereunder, as required by this
Section, such sums to be held by the Trustee upon the trusts herein contained.

          Anything in this section to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this section is subject to the
provisions of Section 9.03 and 9.04.

          Section 3.05.  Certificate of the Issuer. The Issuer will furnish to
the Trustee on or before [__] in each year (beginning with [__]) an Officers'
Certificate of the Issuer as to the signers' knowledge of the Issuer's
compliance with all conditions and covenants under the Indenture (such
compliance to be determined without regard to any period of grace or requirement
of notice provided under the Indenture). If any Securities are guaranteed by a

                                     - 14 -

<PAGE>

guarantor, the guarantor shall also provide such certificate. In the event an
Officer of the Issuer comes to have actual knowledge of an Event of Default or
an event which, with notice or the lapse of time or both, would constitute an
Event of Default, regardless of the date, the Issuer shall deliver an Officers'
Certificate to the Trustee specifying such Default and the nature and status
thereof.

          Section 3.06.  Securityholders Lists.If and so long as the Trustee
shall not be the Security registrar for the Securities of any series, the Issuer
will furnish or cause to be furnished to the Trustee a list in such form as the
Trustee may reasonably require of the names and addresses of the holders of the
Securities of such series pursuant to Section 312 of the Trust Indenture Act of
1939 (a) semi-annually not more than 15 days after each record date for the
payment of interest on such Securities, as hereinabove specified, as of such
record date and on dates to be determined pursuant to Section 2.03 for
non-interest bearing securities in each year, and (b) at such other times as the
Trustee may request in writing, within thirty days after receipt by the Issuer
of any such request as of a date not more than 15 days prior to the time such
information is furnished.

          Section 3.07.  Reports by the Issuer. The Issuer covenants to file
with the Trustee, within 15 days after the Issuer is required to file the same
with the Commission, copies of the annual reports and of the information,
documents, and other reports that the Issuer may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934. Delivery of such reports, information and documents to the Trustee
is for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Issuer's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

          Section 3.08.  Reports by the Trustee. Any Trustee's report required
under Section 313(a) of the Trust Indenture Act of 1939 shall be transmitted on
or before July 15 in each year following the date hereof, so long as any
Securities are outstanding hereunder, and shall be dated as of a date convenient
to the Trustee no more than 60 nor less than 45 days prior thereto.

          Section 3.09.  Calculation of Original Issue Discount. The Issuer
shall provide to the Trustee on a timely basis such information as the Trustee
requires to enable the Trustee to prepare and file any form required to be
submitted by the Trustee on behalf of the Issuer with the Internal Revenue
Service and the Holders of Securities relating to original issue discount,
including, without limitation, Form 1099-OID or any successor form.

                                    ARTICLE 4

         REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

          Section 4.01.  Event of Default; Acceleration of Maturity, Waiver of
Default. Unless otherwise established in accordance with Section 2.03 or by any
applicable supplemental indenture, "Event of Default" with respect to Securities
of any series wherever used herein, means each one of the following events which
shall have occurred and be continuing (whatever

                                     - 15 -

<PAGE>

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):

               (a)  default for more than 30 days in the payment of interest,
     premium or principal in respect of the Securities; or

               (b)  the failure to perform or observe any other obligations
     under the Securities which failure continues for the period of 60 days next
     following service on the Issuer and any guarantor of the Securities of
     notice requiring the same to be remedied; or

               (c)  the entry by a court having jurisdiction in the premises of:

                    (i)   a decree or order for relief in respect of the Issuer
               or any guarantor of the Securities in an involuntary case or
               proceeding under any applicable U.S. federal or state bankruptcy,
               insolvency, reorganization or other similar law; or

                    (ii)  a decree or order adjudging the Issuer or any
               guarantor of the Securities a bankrupt or insolvent, or approving
               as properly filed a petition seeking reorganization, arrangement,
               adjustment or composition of or in respect of the Issuer or any
               such guarantor under any applicable U.S. federal or state law, or
               appointing a custodian, receiver, liquidator, assignee, trustee,
               sequestrator or other similar official of the Issuer or any such
               guarantor 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 for relief or any such other decree
               or order unstayed and in effect for a period of 60 consecutive
               days; or

               (d)  the commencement by the Issuer or any guarantor of the
     Securities of a voluntary case or proceeding under any applicable U.S.
     federal or state bankruptcy, insolvency, reorganization or other similar
     law or of any other case or proceeding to be adjudicated a bankrupt or
     insolvent, or the consent by the Issuer to the entry of a decree or order
     for relief in respect of the Issuer or such guarantor in an involuntary
     case or proceeding under any applicable U.S. federal or state bankruptcy,
     insolvency, reorganization or other similar law or to the commencement of
     any bankruptcy or insolvency case or proceeding against the Issuer or such
     guarantor, or the filing by the Issuer or such guarantor of a petition or
     answer or consent seeking reorganization or relief under any applicable
     U.S. federal or state law, or the consent by the Issuer or such guarantor
     to the filing of such petition or to the appointment of or the taking
     possession by a custodian, receiver, liquidator, assignee, trustee,
     sequestrator or other similar official of the Issuer or such guarantor or
     of any substantial part of its property, or the making by the Issuer or
     such guarantor of an assignment for the benefit or creditors, or the
     admission by the Issuer or such guarantor in writing of its inability to
     pay its debts generally as they become due, or the taking of corporate
     action by the Issuer or such guarantor expressly in furtherance of any such
     action; or

                                     - 16 -

<PAGE>

               (e)  any other Event of Default provided in the supplemental
     indenture or resolution of the Board under which such series of Securities
     is issued or in the form of Security for such series.

          Unless otherwise set forth in any applicable supplemental indenture,
if an Event of Default described in clauses 4.01(a), 4.01(b), or 4.01(e) above
(if the Event of Default under clauses 4.01(b) or 4.01(e) is with respect to
less than all series of Securities then Outstanding) occurs and is continuing,
then, and in each and every such case, except for any series the principal of
which shall have already become due and payable, either the Trustee or the
holders of not less than 25% in aggregate principal amount of the Securities of
all series affected thereby then Outstanding hereunder (treated as one class) by
notice in writing to the Issuer (and to the Trustee if given by
Securityholders), may declare the entire principal (or, if the Securities of any
such affected series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of such series) of all
Securities of such affected series and the interest accrued thereon, if any, to
be due and payable immediately, and upon any such declaration the same shall
become immediately due and payable. Unless otherwise set forth in any applicable
supplemental indenture, if an Event of Default described in clauses 4.01(b) or
4.01(e) (if the Event of Default under clauses 4.01(b) or 4.01(e) is with
respect to all series of Securities at the time Outstanding) occurs and is
continuing, then and in each and every such case, unless the principal of all
the Securities shall have already become due and payable, either the Trustee or
the holders of not less than 25% in aggregate principal amount of all the then
Outstanding Securities hereunder (treated as one class) for which any applicable
supplemental indenture does not prevent acceleration under the relevant
circumstances, by notice in writing to the Issuer and any guarantor of then
outstanding Securities (and to the Trustee if given by Securityholders), may
declare the entire principal (or, if any Securities are Original Issue Discount
Securities, such portion of the principal as may be specified in the terms
thereof) of all the Securities then Outstanding and interest accrued thereon, if
any, to be due and payable immediately, and upon any such declaration the same
shall become immediately due and payable. Unless otherwise set forth in any
applicable supplemental indenture, if an Event of Default described in clauses
4.01(c) or 4.01(d), then the principal and accrued and unpaid interest, and
premium of any, with respect to any Securities then Outstanding 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.

          The foregoing provisions, however, are subject to the condition that
if, at any time after the principal (or, if the Securities are Original Issue
Discount Securities, such portion of the principal as may be specified in the
terms thereof) of the Securities of any series (or of all the Securities, as the
case may be) shall have been so declared due and payable, and before any
judgment or decree for the payment of the moneys due shall have been obtained or
entered as hereinafter provided, the Issuer shall pay or shall deposit with the
Trustee a sum sufficient to pay all matured installments of interest upon all
the Securities of such series (or of all the Securities, as the case may be) and
the principal of any and all Securities of such series (or of all the
Securities, as the case may be) which shall have become due otherwise than by
acceleration (with interest upon such principal and, to the extent that payment
of such interest is enforceable under applicable law, on overdue installments of
interest, at the same rate as the rate of interest or Yield to Maturity (in the
case of Original Issue Discount Securities) specified in the Securities of such
series (or at the respective rates of interest or Yields to Maturity of all the
Securities, as

                                     - 17 -

<PAGE>

the case may be) to the date of such payment or deposit) and such amount as
shall be sufficient to cover reasonable compensation to the Trustee, its agents,
attorneys and counsel, and all other expenses and liabilities incurred, and all
advances made, by the Trustee except as a result of negligence or bad faith, and
if any and all Events of Default under the Indenture, other than the non-payment
of the principal of Securities which shall have become due by acceleration,
shall have been cured, waived or otherwise remedied as provided herein--then and
in every such case the holders of a majority in aggregate principal amount of
all the Securities of each such series (or of all the Securities, as the case
may be), then Outstanding (in each case treated as one class), by written notice
to the Issuer and to the Trustee, may waive all defaults with respect to each
such series (or with respect to all the Securities, as the case may be) and
rescind and annul such declaration and its consequences, but no such waiver or
rescission and annulment shall extend to or shall affect any subsequent default
or shall impair any right consequent thereon.

          For all purposes under this Indenture, if a portion of the principal
of any Original Issue Discount Securities shall have been accelerated and
declared due and payable pursuant to the provisions hereof, then, from and after
such declaration, unless such declaration has been rescinded and annulled, the
principal amount of such Original Issue Discount Securities shall be deemed, for
all purposes hereunder, to be such portion of the principal thereof as shall be
due and payable as a result of such acceleration, and payment of such portion of
the principal thereof as shall be due and payable as a result of such
acceleration, together with interest, if any, thereon and all other amounts
owing thereunder, shall constitute payment in full of such Original Issue
Discount Securities.

          Section 4.02.  Collection of Indebtedness by Trustee; Trustee May
Prove Debt. The Issuer covenants that (a) in case default shall be made in the
payment of any installment of interest on any of the Securities of any series
when such interest shall have become due and payable, and such default shall
have continued for a period of 30 days or (b) in case default shall be made in
the payment of all or any part of the principal of any of the Securities of any
series when the same shall have become due and payable, whether upon maturity of
the Securities of such series or upon any redemption or by declaration or
otherwise--then upon demand of the Trustee, the Issuer will pay to the Trustee
for the benefit of the Holders of the Securities of such series the whole amount
that then shall have become due and payable on all Securities of series for
principal or interest, as the case may be (with interest to the date of such
payment upon the overdue principal and, to the extent that payment of such
interest is enforceable under applicable law, on overdue installments of
interest at the same rate as the rate of interest or Yield to Maturity (in the
case of Original Issue Discount Securities) specified in the Securities of such
series); and in addition thereto, such further amount as shall be sufficient to
cover the costs and expenses of collection, including reasonable compensation to
the Trustee and each predecessor Trustee, their respective agents, attorneys and
counsel, and any expenses and liabilities incurred, and all advances made, by
the Trustee and each predecessor Trustee except as a result of its negligence or
bad faith.

          Until such demand is made by the Trustee, the Issuer may pay the
principal of and interest on the Securities of any series to the registered
holders, whether or not the principal of and interest on the Securities of such
series be overdue.

                                     - 18 -

<PAGE>

          In case the Issuer shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any action or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceedings to judgment or final decree, and may enforce any such
judgment or final decree against the Issuer or other obligor upon such
Securities and collect in the manner provided by law out of the property of the
Issuer or other obligor upon such Securities, wherever situated, the moneys
adjudged or decreed to be payable.

          In case there shall be pending proceedings relative to the Issuer or
any other obligor upon the Securities under Title 11 of the United States Code
or any other applicable federal or state bankruptcy, insolvency or other similar
law, or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Issuer or its property or such other obligor, or in case
of any other comparable judicial proceedings relative to the Issuer or other
obligor upon the Securities of any series, or to the creditors or property of
the Issuer or such other obligor, the Trustee, irrespective of whether the
principal of any 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 pursuant to the provisions of this Section, shall be
entitled and empowered, by intervention in such proceedings or otherwise:

               (a)  to file and prove a claim or claims for the whole amount of
     principal and interest (or, if the Securities of any series are Original
     Issue Discount Securities, such portion of the principal amount as may be
     specified in the terms of such series) owing and unpaid in respect of the
     Securities of any series, and to file such other papers or documents as may
     be necessary or advisable in order to have the claims of the Trustee
     (including any claim for reasonable compensation to the Trustee and each
     predecessor Trustee, and their respective agents, attorneys and counsel,
     and for reimbursement of all expenses and liabilities incurred, and all
     advances made, by the Trustee and each predecessor Trustee, except as a
     result of negligence or bad faith) and of the Securityholders allowed in
     any judicial proceedings relative to the Issuer or other obligor upon the
     Securities of any series, or to the creditors or property of the Issuer or
     such other obligor,

               (b)  unless prohibited by applicable law and regulations, to vote
     on behalf of the holders of the Securities of any series in any election of
     a trustee or a standby trustee in arrangement, reorganization, liquidation
     or other bankruptcy or insolvency proceedings or person performing similar
     functions in comparable proceedings, and

               (c)  to collect and receive any moneys or other property payable
     or deliverable on any such claims, and to distribute all amounts received
     with respect to the claims of the Securityholders and of the Trustee on
     their behalf; and any trustee, receiver, or liquidator, custodian or other
     similar official is hereby authorized by each of the Securityholders to
     make payments to the Trustee, and, in the event that the Trustee shall
     consent to the making of payments directly to the Securityholders, to pay
     to the Trustee such amounts as shall be sufficient to cover reasonable
     compensation to the Trustee, each predecessor Trustee and their respective
     agents, attorneys and counsel, and all other

                                     - 19 -

<PAGE>

     expenses and liabilities incurred, and all advances made, by the Trustee
     and each predecessor Trustee except as a result of negligence or bad faith.

          Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or vote for or accept or adopt on behalf of any
Securityholder any plan or reorganization, arrangement, adjustment or
composition affecting the Securities of any series or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Securityholder in any such proceeding except, as aforesaid, to vote for the
election of a trustee in bankruptcy or similar person.

          All rights of action and of asserting claims under this Indenture, or
under any of the Securities, may be enforced by the Trustee without the
possession of any of the Securities or the production thereof on any trial or
other proceedings relative thereto, and any such action or proceedings
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment, subject to the payment of the
expenses, disbursements and compensation of the Trustee, each predecessor
Trustee and their respective agents and attorneys, shall be for the ratable
benefit of the holders of the Securities in respect of which such action was
taken.

          In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party) the Trustee shall be held to represent all the holders
of the Securities in respect to which such action was taken, and it shall not be
necessary to make any holders of such Securities parties to any such
proceedings.

          Section 4.03.  Application of Proceeds. Subject to the subordination
provisions in this Indenture, any moneys collected by the Trustee pursuant to
this Article in respect of any series shall be applied in the following order at
the date or dates fixed by the Trustee and, in case of the distribution of such
moneys on account of principal or interest, upon presentation of the several
Securities in respect of which monies have been collected and stamping (or
otherwise noting) thereon the payment, or issuing Securities of such series in
reduced principal amounts in exchange for the presented Securities of like
series if only partially paid, or upon surrender thereof if fully paid:

               FIRST: To the payment of costs and expenses applicable to such
          series in respect of which monies have been collected, including
          reasonable compensation to the Trustee and each predecessor Trustee
          and their respective agents and attorneys and of all expenses and
          liabilities incurred, and all advances made, by the Trustee and each
          predecessor Trustee except as a result of negligence or bad faith;

               SECOND: In case the principal of the Securities of such series in
          respect of which moneys have been collected shall not have become and
          be then due and payable, to the payment of interest on the Securities
          of such series in default in the order of the maturity of the
          installments of such interest, with interest (to the extent that such
          interest has been collected by the Trustee) upon the overdue
          installments of interest at the same rate as the rate of interest or
          Yield to Maturity

                                     - 20 -

<PAGE>

          (in the case of Original Issue Discount Securities) specified in such
          Securities, such payments to be made ratably to the persons entitled
          thereto, without discrimination or preference;

               THIRD: In case the principal of the Securities of such series in
          respect of which moneys have been collected shall have become and
          shall be then due and payable, to the payment of the whole amount then
          owing and unpaid upon all the Securities of such series for principal
          and interest, with interest upon the overdue principal, and (to the
          extent that such interest has been collected by the Trustee) upon
          overdue installments of interest at the same rate as the rate of
          interest or Yield to Maturity (in the case of Original Issue Discount
          Securities) specified in the Securities of such series; and in case
          such moneys shall be insufficient to pay in full the whole amount so
          due and unpaid upon the Securities of such series, then to the payment
          of such principal and interest or Yield to Maturity, without
          preference or priority of principal over interest or Yield to
          Maturity, or of interest or Yield to Maturity over principal, or of
          any installment of interest over any other installment of interest, or
          of any Security of such series over any other Security of such series,
          ratably to the aggregate of such principal and accrued and unpaid
          interest or Yield to Maturity; and

               FOURTH: To the payment of the remainder, if any, to the Issuer or
          any other person lawfully entitled thereto.

          Section 4.04.  Suits for Enforcement. In case an Event of Default has
occurred, has not been waived and is continuing, the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in this Indenture or in aid of the exercise
of any power granted in this Indenture or to enforce any other legal or
equitable right vested in the Trustee by this Indenture or by law.

          Section 4.05.  Restoration of Rights on Abandonment of Proceeding. In
case the Trustee shall have proceeded to enforce any right under this Indenture
and such proceedings shall have been discontinued or abandoned for any reason,
or shall have been determined adversely to the Trustee, then and in every such
case the Issuer and the Trustee shall be restored respectively to their former
positions and rights hereunder, and all rights, remedies and powers of the
Issuer, the Trustee and the Securityholders shall continue as though no such
proceedings had been taken.

          Section 4.06.  Limitations on Suits by Securityholder. No holder of
any Security of any series shall have any right by virtue or by availing of any
provision of this Indenture to institute any action or proceeding at law or in
equity or in bankruptcy or otherwise upon or under or with respect to this
Indenture, or for the appointment of a trustee, receiver, liquidator, custodian
or other similar official or for any other remedy hereunder, unless such Holder
previously shall have given to the Trustee written notice of default and of the
continuance thereof, as hereinbefore provided, and unless also the Holders of
not less than 25% in aggregate

                                     - 21 -

<PAGE>

principal amount of the Securities of each affected series then Outstanding
(treated as a single class) shall have made written request upon the Trustee to
institute such action or proceedings in its own name as trustee hereunder and
shall have offered to the Trustee such reasonable indemnity as it may require
against the costs, expenses and liabilities to be incurred therein or thereby
and the Trustee for 60 days after its receipt of such notice, request and offer
of indemnity shall have failed to institute any such action or proceeding and no
direction inconsistent with such written request shall have been given to the
Trustee pursuant to Section 4.09; it being understood and intended, and being
expressly covenanted by the taker and Holder of every Security with every other
taker and Holder and the Trustee, that no one or more Holders of Securities of
any series shall have any right in any manner whatever by virtue or by availing
of any provision of this Indenture to affect, disturb or prejudice the rights of
any other such Holder of Securities, or to obtain or seek to obtain priority
over or preference to any other such Holder or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all Holders of Securities of the applicable series. For the
protection and enforcement of the provisions of this Section, each and every
Securityholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

          Section 4.07.  Unconditional Right of Securityholders to Institute
Certain Suits. Notwithstanding any other provision in this Indenture and any
provision of any Security, the right of any Holder of any Security to receive
payment of the principal of and interest on such Security on or after the
respective due dates expressed in such Security, or to institute suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder.

          Section 4.08.  Powers and Remedies Cumulative; Delay or Omission Not
Waiver of Default. Except as provided in Section 4.06, no right or remedy herein
conferred upon or reserved to the Trustee or to the Securityholders 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.

          No delay or omission of the Trustee or of any Securityholder to
exercise any right or power accruing upon any Event of Default occurring and
continuing as aforesaid shall impair any such right or power or shall be
construed to be a waiver of any such Event of Default or an acquiescence
therein; and, subject to Section 4.06, every power and remedy given by this
Indenture or by law to the Trustee or to the Securityholders may be exercised
from time to time, and as often as shall be deemed expedient, by the Trustee or
by the Securityholders.

          Section 4.09.  Control by Securityholders. The Holders of a majority
in aggregate principal amount of the Securities of each series affected (with
all such series voting as a single class) at the time Outstanding shall have the
right to direct the time, method, and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee with respect to the Securities of such series by this Indenture;
provided that such direction shall not be otherwise than in accordance with law
and the provisions of this Indenture and provided further that (subject to the
provisions of Section 5.01)

                                     - 22 -

<PAGE>

the Trustee shall have the right to decline to follow any such direction if the
Trustee shall determine that the action or proceeding so directed may not
lawfully be taken or if the Trustee in good faith by its board of directors, the
executive committee, or a trust committee of directors or Responsible Officers
of the Trustee shall determine that the action or proceedings so directed would
involve the Trustee in personal liability or if the Trustee in good faith shall
so determine that the actions or forebearances specified in or pursuant to such
direction would be unduly prejudicial to the interests of Holders of the
Securities of all series so affected not joining in the giving of said
direction, it being understood that (subject to Section 5.01) the Trustee shall
have no duty to ascertain whether or not such actions or forebearances are
unduly prejudicial to such Holders.

          Nothing in this Indenture shall impair the right of the Trustee in its
discretion to take any action deemed proper by the Trustee and which is not
inconsistent with such direction or directions by Securityholders.

          Section 4.10.  Waiver of Past Defaults. Prior to the acceleration of
the maturity of any Securities as provided in Section 4.01, the Holders of a
majority in aggregate principal amount of the Securities of all series at the
time Outstanding with respect to which an Event of Default shall have occurred
and be continuing (voting as a single class) may on behalf of the Holders of all
such Securities waive any past default or Event of Default described in Section
4.01 and its consequences, except a default in respect of a covenant or
provision hereof which cannot be modified or amended without the consent of the
Holder of each Security affected. In the case of any such waiver, the Issuer,
any guarantor, the Trustee and the Holders of all such Securities shall be
restored to their former positions and rights hereunder, respectively; but no
such waiver shall extend to any subsequent or other default or impair any right
consequent thereon.

          Upon any such waiver, such default shall cease to exist and be deemed
to have been cured and not to have occurred, and any Event of Default arising
therefrom shall be deemed to have been cured, and not to have occurred 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 4.11.  Trustee to Give Notice of Default, But May Withhold in
Certain Circumstances. The Trustee shall give to the Securityholders of any
series, as the names and addresses of such Holders appear on the registry books,
notice by mail of all defaults known to the Trustee which have occurred with
respect to such series, such notice to be transmitted within 90 days after the
occurrence thereof, unless such defaults shall have been cured before the giving
of such notice (the term "default" or "defaults" for the purposes of this
section being hereby defined to mean any event or condition which is, or with
notice or lapse of time or both would become, an Event of Default); provided
that, except in the case of default in the payment of the principal of or
interest on any of the Securities of such series, or in the payment of any
sinking or purchase fund installment with respect to the 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 or trustees and/or Responsible Officers of the Trustee in good faith
determines that the withholding of such notice is in the interests of the
Securityholders of such series.

                                     - 23 -

<PAGE>

          Section 4.12.  Right of Court to Require Filing of Undertaking to Pay
Costs. All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken, suffered
or omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder or group of
Securityholders of any series holding in the aggregate more than 10% in
aggregate principal amount of the Securities of such series, or, in the case of
any suit relating to or arising under clauses 4.01(b) or 4.01(e) (if the suit
relates to Securities of more than one but less than all series), 10% in
aggregate principal amount of Securities Outstanding affected thereby, or in the
case of any suit relating to or arising under clauses 4.01(b) or 4.01(e) (if the
suit relates to all the Securities then Outstanding), 4.01(c) or 4.01(d), 10% in
aggregate principal amount of all Securities Outstanding, or to any suit
instituted by any Securityholder for the enforcement of the payment of the
principal of or interest on any Security on or after the due date expressed in
such Security.

                                    ARTICLE 5

                             CONCERNING THE TRUSTEE

          Section 5.01.  Duties and Responsibilities of the Trustee; During
Default; Prior to Default. With respect to the Holders of any series of
Securities issued hereunder, the Trustee, prior to the occurrence of an Event of
Default with respect to the Securities of a particular series and after the
curing or waiving of all Events of Default which may have occurred with respect
to such series, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture. In case an Event of Default with
respect to the Securities of a series has occurred (which has not been cured or
waived) the Trustee shall exercise with respect to such series of Securities
such of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in their exercise, as a prudent person would exercise
or use under the circumstances in the conduct of his or her own affairs.

          No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct, except that

          (a)  prior to the occurrence of an Event of Default with respect to
the Securities of any series and after the curing or waiving of all such Events
of Default with respect to such series which may have occurred:

                    (i)  the duties and obligations of the Trustee with respect
               to the Securities of any Series shall be determined solely by the
               express provisions of this Indenture, and the Trustee shall not
               be liable except for the performance of such duties and
               obligations as are specifically set forth

                                     - 24 -

<PAGE>

               in this Indenture, and no implied covenants or obligations shall
               be read into this Indenture against the Trustee; and

                    (ii) in the absence of bad faith on the part of the Trustee,
               the Trustee may conclusively rely, as to the truth of the
               statements and the correctness of the opinions expressed therein,
               upon any statements, certificates or opinions furnished to the
               Trustee and conforming to the requirements of this Indenture; but
               in the case of any such statements, certificates or opinions
               which by any provision hereof are specifically required to be
               furnished to the Trustee, the Trustee shall be under a duty to
               examine the same to determine whether or not they conform to the
               requirements of this Indenture (but need not confirm or
               investigate the accuracy of mathematical calculations or other
               facts stated therein);

          (b)  the Trustee shall not be liable for any error of judgment made in
good faith by a Responsible Officer or Responsible Officers of the Trustee,
unless it shall be proved that the Trustee was negligent in ascertaining the
pertinent facts; and

          (c)  the Trustee shall not be liable with respect to any action taken
or omitted to be taken by it in good faith in accordance with the direction of
the holders pursuant to Section 4.09 relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Indenture.

          None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if there shall be reasonable ground for believing that the
repayment of such funds or adequate indemnity against such liability is not
reasonably assured to it.

          The provisions of this Section 5.01 are in furtherance of and subject
to Sections 315 and 316 of the Trust Indenture Act of 1939.

          Section 5.02.  Certain Rights of the Trustee. In furtherance of and
subject to the Trust Indenture Act of 1939, and subject to Section 5.01:

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

               (b)  any request, direction, order or demand of the Issuer
     mentioned herein shall be sufficiently evidenced by an Officers'
     Certificate (unless other evidence in respect thereof be herein
     specifically prescribed); and any resolution of the Board may be evidenced
     to the Trustee by a copy thereof certified by the secretary or an assistant
     secretary of the Issuer;

                                     - 25 -

<PAGE>

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

               (d)  the Trustee shall be under no obligation to exercise any of
     the trusts or powers vested in it by this Indenture at the request, order
     or direction of any of the Securityholders pursuant to the provisions of
     this Indenture, unless such Securityholders shall have offered to the
     Trustee security or indemnity satisfactory to it against the costs,
     expenses and liabilities which might be incurred therein or thereby;

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

               (f)  prior to the occurrence of an Event of Default hereunder and
     after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note,
     coupon, security, or other paper or document unless requested in writing so
     to do by the holders of not less than a majority in aggregate principal
     amount of the Securities of all series affected then outstanding; provided
     that, if the payment within a reasonable time to the Trustee of the costs,
     expenses or liabilities likely to be incurred by it in the making of such
     investigation is, in the opinion of the Trustee, not reasonably assured to
     the Trustee by the security afforded to it by the terms of this Indenture,
     the Trustee may require indemnity satisfactory to it against such expenses
     or liabilities as a condition to proceeding; the reasonable expenses of
     every such investigation shall be paid by the Issuer or, if paid by the
     Trustee or any predecessor trustee, shall be repaid by the Issuer upon
     demand;

               (g)  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 not regularly in its employ and the Trustee shall not
     be responsible for any misconduct or negligence on the part of any such
     agent or attorney appointed with due care by it hereunder;

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

               (i)  the Trustee shall not be deemed to have notice of any Event
     of Default or an event which, with notice or lapse of time or both, would
     constitute an Event of Default unless a Responsible Officer of the Trustee
     has actual knowledge thereof or unless written notice of any event which is
     in fact such a default is received by the

                                     - 26 -

<PAGE>

     Trustee at the Corporate Trust Office of the Trustee, and such notice
     references the Securities and this Indenture;

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

               (k)  the Trustee may request that the Issuer deliver an Officers'
     Certificate setting forth the names of individuals and/or titles of
     officers authorized at such time to take specified actions pursuant to this
     Indenture, which Officers' Certificate may be signed by any person
     authorized to sign an Officers' Certificate, including any person specified
     as so authorized in any such certificate previously delivered and not
     superseded.

          Section 5.03.  Trustee Not Responsible for Recitals, Disposition of
Securities or Application of Proceeds Thereof. The recitals contained herein and
in the Securities, except the Trustee's certificates of authentication, shall be
taken as the statements of the Issuer, and the Trustee assumes no responsibility
for the correctness of the same. The Trustee makes no representation as to the
validity or sufficiency of this Indenture or of the Securities. The Trustee
shall not be accountable for the use or application by the Issuer of any of the
Securities or of the proceeds thereof.

          Section 5.04.  Trustee and Agents May Hold Securities; Collections,
etc. The Trustee or any agent of the Issuer or the Trustee, in its individual or
any other capacity, may become the owner or pledgee of Securities with the same
rights it would have if it were not the Trustee or such agent and may otherwise
deal with the Issuer and receive, collect, hold and retain collections from the
Issuer with the same rights it would have if it were not the Trustee or such
agent.

          Section 5.05.  Moneys Held by Trustee. Subject to the provisions of
Section 9.04 hereof, all moneys received by the Trustee shall, until used or
applied as herein provided, be held in trust for the purposes for which they
were received, but need not be segregated from other funds except to the extent
required by mandatory provisions of law. Neither the Trustee nor any agent of
the Issuer or the Trustee shall be under any liability for interest on any
moneys received by it hereunder.

          Section 5.06.  Compensation and Indemnification of Trustee and its
Prior Claim. The Issuer covenants and agrees to pay to the Trustee from time to
time, and the Trustee shall be entitled to, compensation as the Issuer and the
Trustee shall from time to time agree in writing (which shall not be limited by
any provision of law in regard to the compensation of a trustee of an express
trust) and the Issuer covenants and agrees to pay or reimburse the Trustee and
each predecessor Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by or on behalf of it in accordance
with any of the provisions of this Indenture (including the reasonable
compensation and the expenses and disbursements of its counsel and of all agents
and other persons not regularly in its employ) except to the extent any such
expense, disbursement or advance may arise from its negligence or bad faith. The
Issuer also covenants to

                                     - 27 -

<PAGE>

indemnify the Trustee and each predecessor Trustee and their agents for, and to
hold it harmless against, any loss, liability or expense arising out of or in
connection with the acceptance or administration of this Indenture or the trusts
hereunder and the performance of its duties hereunder, including the costs and
expenses of defending itself against or investigating any claim of liability in
the premises, except to the extent such loss liability or expense is due to the
negligence or bad faith of the Trustee, its agents or employees or such
predecessor Trustee. The obligations of the Issuer under this section to
compensate and indemnify the Trustee and each predecessor Trustee and to pay or
reimburse the Trustee and each predecessor Trustee for expenses, disbursements
and advances shall constitute additional indebtedness hereunder and shall
survive the satisfaction and discharge of this Indenture. Such additional
indebtedness shall be a senior claim to that of the Securities upon all property
and funds held or collected by the Trustee as such, except funds held in trust
for the benefit of the holders of particular Securities, and the Securities are
hereby subordinated to such senior claim.

          When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 4.01(c) or Section 4.01(d), the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency or
other similar law.

          Section 5.07.  Right of Trustee to Reply on Officers' Certificate,
etc. Subject to Sections 5.01 and 5.02, whenever in the administration of the
trusts of this Indenture the Trustee shall deem it necessary or desirable that a
matter be proved or established prior to taking or suffering or omitting any
action hereunder, such matter (unless other evidence in respect thereof be
herein specifically prescribed) may, in the absence of negligence or bad faith
on the part of the Trustee, be deemed to be conclusively proved and established
by an Officers' Certificate delivered to the Trustee, and such certificate, in
the absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted by it under the
provisions of this Indenture upon the faith thereof.

          Section 5.08.  Persons Eligible for Appointment as Trustee. The
Trustee for each series of Securities hereunder shall at all times be a
corporation organized and doing business under the laws of the United States of
America or the District of Columbia having a combined capital and surplus of at
least $25,000,000, and which is eligible in accordance with the provisions of
Section 310(a) of the Trust Indenture Act of 1939. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of a federal, state 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.

          Section 5.09.  Resignation and Removal; Appointment of Successor
Trustee. (a)The Trustee, or any trustee or trustees hereafter appointed, may at
any time resign with respect to one or more or all series of Securities by
giving written notice of resignation to the Issuer and by mailing notice thereof
by first class mail to Holders of the applicable series of Securities at their
last addresses as they shall appear on the Security register. Upon receiving
such notice of resignation, the Issuer shall promptly appoint a successor
trustee or trustees with respect to the applicable series by written instrument
in duplicate, executed by authority of the Board, one copy

                                     - 28 -

<PAGE>

of which instrument shall be delivered to the resigning Trustee and one copy to
the successor trustee or trustees. If no successor trustee shall have been so
appointed with respect to any series and have accepted appointment within 30
days after the mailing of such notice of resignation, the resigning trustee at
the Issuer's expense may petition any court of competent jurisdiction for the
appointment of a successor trustee, or any Securityholder who has been a bona
fide Holder of a Security or Securities of the applicable series for at least
six months may, subject to the provisions of Section 4.12, on behalf of himself
and all others similarly situated, petition any such court for the appointment
of a successor trustee. Such court may thereupon, after such notice, if any, as
it may deem proper and prescribe, appoint a successor trustee.

          (b)  In case at any time any of the following shall occur:

                    (i)   the Trustee shall fail to comply with the provisions
               of Section 310(b) of the Trust Indenture Act of 1939 with respect
               to any series of Securities after written request therefor by the
               Issuer or by any Securityholder who has been a bona fide Holder
               of a Security or Securities of such series for at least six
               months; or

                    (ii)  the Trustee shall cease to be eligible in accordance
               with the provisions of Section 310(a) of the Trust Indenture Act
               of 1939 and shall fail to resign after written request therefor
               by the Issuer or by any Securityholder; or

                    (iii) the Trustee shall become incapable of acting with
               respect to any series of Securities, or shall be adjudged a
               bankrupt or insolvent, or a receiver or liquidator 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, the Issuer may remove the Trustee with respect to the
applicable series of Securities and appoint a successor trustee for such series
by written instrument, in duplicate, executed by order of the Board of the
Issuer, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee, or, subject to Section 315(e) of
the Trust Indenture Act of 1939, any Securityholder who has been a bona fide
Holder of a Security or Securities 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 removal of the Trustee and the appointment of a
successor trustee with respect to such series. Such court may thereupon, after
such notice, if any, as it may deem proper and prescribe, remove the Trustee and
appoint a successor trustee.

          (c)  The Holders of a majority in aggregate principal amount of the
Securities of each series at the time outstanding may at any time remove the
Trustee with respect to Securities of such series and appoint a successor
trustee with respect to the Securities of such series by delivering to the
Trustee so removed, to the successor trustee so appointed and to the Issuer the
evidence provided for in Section 6.01 of the action in that regard taken by the
Securityholders.

                                     - 29 -

<PAGE>

          (d)  Any resignation or removal of the Trustee with respect to any
series and any appointment of a successor trustee with respect to such series
pursuant to any of the provisions of this Section 5.09 shall become effective
upon acceptance of appointment by the successor trustee as provided in Section
5.10.

          Section 5.10.  Acceptance of Appointment By Successor Trustee. Any
successor trustee appointed as provided in Section 5.09 shall execute and
deliver to the Issuer and to its predecessor trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee with respect to all or any applicable series shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all rights, powers, duties and obligations
with respect to such series of its predecessor hereunder, with like effect as if
originally named as trustee for such series hereunder; but, nevertheless, on the
written request of the Issuer or of the successor trustee, upon payment of its
charges then unpaid, the trustee ceasing to act shall, subject to Section 9.04,
pay over to the successor trustee all moneys at the time held by it hereunder
and shall execute and deliver an instrument transferring to such successor
trustee all such rights, powers, duties and obligations. Upon request of any
such successor trustee, the Issuer shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming to such successor
trustee all such rights and powers. Any trustee ceasing to act shall,
nevertheless, retain a prior claim upon all property or funds held or collected
by such trustee to secure any amounts then due it pursuant to the provisions of
Section 5.06.

          If a successor trustee is appointed with respect to the Securities of
one or more (but not all) series, the Issuer, the predecessor Trustee and each
successor trustee with respect to the Securities of any applicable series shall
execute and deliver an indenture supplemental hereto which shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the predecessor Trustee with respect to the
Securities of any series as to which the predecessor Trustee is not retiring
shall continue to be vested in the predecessor Trustee, and shall add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such trustees co-trustees of the same trust and that
each such trustee shall be trustee of a trust or trusts under separate
indentures.

          Upon acceptance of appointment by any successor trustee as provided in
this Section 5.10, the Issuer shall mail notice thereof by first-class mail to
the Holders of Securities of any series for which such successor trustee is
acting as trustee at their last addresses as they shall appear in the Security
register. If the acceptance of appointment is substantially contemporaneous with
the resignation, then the notice called for by the preceding sentence may be
combined with the notice called for by Section 5.09. If the Issuer fails to mail
such notice within ten days after acceptance of appointment by the successor
trustee, the successor trustee shall cause such notice to be mailed at the
expense of the Issuer.

          Section 5.11.  Merger, Conversion, Consolidation or Succession to
Business of Trustee. Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all of

                                     - 30 -

<PAGE>

the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided that such corporation shall be eligible under the
provisions of Section 5.08, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.

          In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities of any series shall have
been authenticated but not delivered, any such successor to the Trustee may
adopt the certificate of authentication of any predecessor Trustee and deliver
such Securities so authenticated; and, in case at that time any of the
Securities of any series shall not have been authenticated, any successor to the
Trustee may authenticate such Securities either in the name of any predecessor
hereunder or in the name of the successor Trustee; and in all such cases such
certificate shall have the full force which it is anywhere in the Securities of
such series or in this Indenture provided that the certificate of the Trustee
shall have; provided, that the right to adopt the certificate of authentication
of any predecessor Trustee or to authenticate Securities of any series in the
name of any predecessor Trustee shall apply only to its successor or successors
by merger, conversion or consolidation.

                                    ARTICLE 6

                         CONCERNING THE SECURITYHOLDERS

          Section 6.01.  Evidence of Action Taken by Securityholders. Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by a specified percentage
in principal amount of the Securityholders of any or all series may be embodied
in and evidenced by one or more instruments of substantially similar tenor
signed by such specified percentage of Securityholders in person or by agent
duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Trustee. Proof of execution of any instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Sections 5.01 and 5.02) conclusive in favor of the Trustee and
the Issuer, if made in the manner provided in this Article.

          Section 6.02.  Proof of Execution of Instruments and of Holding of
Securities; Record Date. Subject to Sections 5.01 and 5.02, the execution of any
instrument by a Securityholder or his agent or proxy may be proved in accordance
with such reasonable rules and regulations as may be prescribed by the Trustee
or in such manner as shall be satisfactory to the Trustee. The holding of
Securities shall be proved by the Security register or by a certificate of the
registrar thereof. The Issuer may set a record date for purposes of determining
the identity of holders of Securities of any series entitled to vote or consent
to any action referred to in Section 6.01, which record date may be set at any
time or from time to time by notice to the Trustee, for any date or dates (in
the case of any adjournment or reconsideration) not more than 60 days nor less
than five days prior to the proposed date of such vote or consent, and
thereafter, notwithstanding any other provisions hereof, only holders of
Securities of such series of record on such record date shall be entitled to so
vote or give such consent or revoke such vote or consent.

                                     - 31 -

<PAGE>

          Section 6.03.  Holders to be Treated as Owners. The Issuer, the
Trustee and any agent of the Issuer or the Trustee may deem and treat the person
in whose name any Security shall be registered upon the Security register for
such series as the absolute owner of such Security (whether or not such Security
shall be overdue and notwithstanding any notation of ownership or other writing
thereon) for the purpose of receiving payment of or on account of the principal
of and, subject to the provisions of this Indenture, interest on such Security
and for all other purposes; and neither the Issuer nor the Trustee nor any agent
of the Issuer or the Trustee shall be affected by any notice to the contrary.
All such payments so made to any such person, or upon his order, shall be valid,
and, to the extent of the sum or sums so paid, effectual to satisfy and
discharge the liability for moneys payable upon any such Security.

          Section 6.04.  Securities Owned by Issuer Deemed Not Outstanding. In
determining whether the Holders of the requisite aggregate principal amount of
Outstanding Securities of any or all series have concurred in any direction,
consent or waiver under this Indenture, Securities which are owned by the Issuer
or any other obligor on the Securities with respect to which such determination
is being made or by any person directly or indirectly controlling or controlled
by or under direct or indirect common control with the Issuer or any other
obligor on the Securities with respect to which such determination is being made
shall be disregarded and deemed not to be Outstanding for the purpose of any
such determination, except that for the purpose of determining whether the
Trustee shall be protected in relying on any such direction, consent or waiver
only Securities which the a Responsible Officer of Trustee actually knows are 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 Issuer or any other obligor upon the
Securities or any person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Issuer or any other obligor on
the Securities. In case of a dispute as to such right, the advice of counsel
shall be full protection in respect of any decision made by the Trustee in
accordance with such advice. Upon request of the Trustee, the Issuer shall
furnish to the Trustee promptly an Officers' Certificate listing and identifying
all Securities, if any, known by the Issuer to be owned or held by or for the
account of any of the above-described persons; and, subject to Sections 5.01 and
5.02, the Trustee shall be entitled to accept such Officers' Certificate as
conclusive evidence of the facts therein set forth and of the fact that all
Securities not listed therein are Outstanding for the purpose of any such
determination.

          Section 6.05.  Right of Revocation of Action Taken. At any time prior
to (but not after) the evidencing to the Trustee, as provided in Section 6.01,
of the taking of any action by the Holders of the percentage in aggregate
principal amount of the Securities of any or all series, as the case may be,
specified in this Indenture in connection with such action, any Holder of a
Security the serial number of which is shown by the evidence to be included
among the serial numbers of the Securities the Holders of which have consented
to such action may, by filing written notice at the Corporate Trust Office and
upon proof of holding as provided in this Article, revoke such action so far as
concerns such Security. Except as aforesaid any such action taken by the Holder
of any Security shall be conclusive and binding upon such Holder and upon all
future Holders and owners of such Security and of any Securities issued in
exchange or substitution therefor or on registration of transfer thereof,
irrespective of whether or not any notation in regard thereto is made upon any
such Security. Any action taken by the Holders of

                                     - 32 -

<PAGE>

the percentage in aggregate principal amount of the Securities of any or all
series, as the case may be, specified in this Indenture in connection with such
action shall be conclusively binding upon the Issuer, the Trustee and the
Holders of all the Securities affected by such action.

                                    ARTICLE 7

                             SUPPLEMENTAL INDENTURES

          Section 7.01.  Supplemental Indentures Without Consent of
Securityholders. The Issuer, when authorized by a resolution of its Board (which
resolutions may provide general authorization for such action and may provide
that the specific terms of such action may be determined by officers of the
Issuer authorized thereby), and the Trustee may from time to time and at any
time enter into an indenture or indentures supplemental hereto for one or more
of the following purposes:

               (a)  to convey, transfer, assign, mortgage or pledge to the
     Trustee as security for the Securities of one or more series any property
     or assets;

               (b)  to evidence the succession of another legal entity to the
     Issuer, or successive successions, and the assumption by the successor
     legal entity of the covenants, agreements and obligations of the Issuer
     pursuant to Article 8;

               (c)  to add to the covenants of the Issuer such further
     covenants, restrictions, conditions or provisions as the Issuer and the
     Trustee shall consider to be for the protection of the Holders of
     Securities, and to make the occurrence, or the occurrence and continuance,
     of a default in any such additional covenants, restrictions, conditions or
     provisions an Event of Default permitting the enforcement of all or any of
     the several remedies provided in this Indenture as herein set forth;
     provided, that in respect of any such additional covenant, restriction,
     condition or provision such supplemental indenture may provide for a
     particular period of grace after default (which period may be shorter or
     longer than that allowed in the case of other defaults) or may provide for
     an immediate enforcement upon such an Event of Default or may limit the
     remedies available to the Trustee upon such an Event of Default or may
     limit the right of the Holders of a majority in aggregate principal amount
     of the Securities of such series to waive such an Event of Default;

               (d)  to cure any ambiguity or to correct or supplement any
     provision contained herein or in any supplemental indenture which may be
     defective or inconsistent with any other provision contained herein or in
     any supplemental indenture; or to make such other provisions in regard to
     matters or questions arising under this Indenture or under any supplemental
     indenture as the Board may deem necessary or desirable and which shall not
     adversely affect the interests of the Holders of the Securities in any
     material respect;

               (e)  to establish the form or terms of Securities of any series
     as permitted by Sections 2.01 and 2.03; and

                                     - 33 -

<PAGE>

               (f)  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 5.10.

          The Trustee is hereby authorized to join with the Issuer in the
execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations which may be therein contained and to accept the
conveyance, transfer, assignment, mortgage or pledge of any property thereunder,
but the Trustee 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.

          Any supplemental indenture authorized by the provisions of this
section may be executed without the consent of the Holders of any of the
Securities at the time outstanding, notwithstanding any of the provisions of
Section 7.02.

          Section 7.02.  Supplemental Indentures With Consent of
Securityholders. With the consent (evidenced as provided in Article 6) of the
Holders of not less than a majority in aggregate principal amount of the
Securities at the time Outstanding of all series affected by such supplemental
indenture (voting as one class), the Issuer, when authorized by a resolution of
its Board (which resolutions may provide general authorization for such action
and may provide that the specific terms of such action may be determined by
officers of the Issuer authorized thereby), and the Trustee may, from time to
time and at any time, enter into an indenture or indentures supplemental hereto
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of any supplemental
indenture or of modifying in any manner the rights of the Holders of the
Securities of each such series; provided, that no such supplemental indenture
shall (a) (i) extend the final maturity of any Security, (ii) reduce the
principal amount thereof, (iii) reduce the rate or extend the time of payment of
interest thereon, (iv) reduce any amount payable on redemption thereof, (v) make
the principal thereof (including any amount in respect of original issue
discount), or interest thereon payable in any coin or currency other than that
provided in the Securities or in accordance with the terms thereof, (vi) modify
or amend any provisions for converting any currency into any other currency as
provided in the Securities or in accordance with the terms thereof, (vii) reduce
the amount of the principal of an Original Issue Discount Security that would be
due and payable upon an acceleration of the maturity thereof pursuant to Section
4.01 or the amount thereof provable in bankruptcy pursuant to Section 4.02,
(viii) modify or amend any provisions relating to the conversion or exchange of
the Securities for securities of the Issuer or a guarantor of the Securities or
of other entities or other property (or the cash value thereof), including the
determination of the amount of securities or other property (or cash) into which
the Securities shall be converted or exchanged, other than as provided in the
antidilution provisions or other similar adjustment provisions of the Securities
or otherwise in accordance with the terms thereof, (ix) alter the provisions of
Section 10.11 or Section 10.13 or impair or affect the right of any
Securityholder to institute suit for the payment thereof or, if the Securities
provide therefor, any right of repayment at the option of the Securityholder, in
each case without the consent of the Holder of each Security so affected, or (b)
reduce the aforesaid percentage of Securities of any

                                     - 34 -

<PAGE>

series, the consent of the Holders of which is required for any such
supplemental indenture, without the consent of the Holders of each Security so
affected.

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

          Upon the request of the Issuer, accompanied by a copy of a resolution
of the Board (which resolutions may provide general authorization for such
action and may provide that the specific terms of such action may be determined
by officers of the Issuer authorized thereby) certified by the secretary or an
assistant secretary of the Issuer authorizing the execution of any such
supplemental indenture, and upon the filing with the Trustee of evidence of the
consent of Securityholders as aforesaid and other documents, if any, required by
Section 6.01, the Trustee shall join with the Issuer in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into such supplemental indenture.

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

          Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Trustee
shall give notice thereof by (a) first class mail to the Holders of Securities
of each series affected thereby at their addresses as they shall appear on the
registry books of the Issuer or (b) by any other means set forth in such
supplemental indenture, setting forth in general terms the substance of such
supplemental indenture. Any failure of the Trustee to mail such notice, or any
defect therein, shall not, however, in any way impair or affect the validity of
any such supplemental indenture.

          Section 7.03.  Effect of Supplemental Indenture. Upon the execution of
any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and be deemed to be modified and amended in accordance therewith and
the respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Issuer and the Holders of Securities of
each series affected thereby shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and amendments,
and all the terms and conditions of any such supplemental indenture shall be and
be deemed to be part of the terms and conditions of this Indenture for any and
all purposes.

          Section 7.04.  Documents to Be Given to Trustee. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modification 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

                                     - 35 -

<PAGE>

adversely affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise.

          Section 7.05.  Notation On Securities In Respect Of Supplemental
Indentures. Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this
Article may bear a notation in form approved by the Trustee for such series as
to any matter provided for by such supplemental indenture or as to any action
taken by Securityholders. If the Issuer or the Trustee shall so determine, new
Securities of any series so modified as to conform, in the opinion of the
Trustee and the Board, to any modification of this Indenture contained in any
such supplemental indenture may be prepared by the Issuer, authenticated by the
Trustee and delivered in exchange for the Securities of such series then
Outstanding.

                                    ARTICLE 8

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

          Section 8.01.  Issuer May Consolidate, etc., on Certain Terms. The
Issuer covenants that it will not merge or consolidate with any other Person or
sell or convey all or substantially all of its assets to any Person, unless (i)
either the Issuer shall be the continuing legal entity, or the successor legal
entity or the Person which acquires by sale or conveyance substantially all the
assets of the Issuer (if other than the Issuer) shall expressly assume the due
and punctual payment of the principal of and interest on all the Securities,
according to their tenor, and the due and punctual performance and observance of
all of the covenants and conditions of this Indenture to be performed or
observed by the Issuer, by supplemental indenture satisfactory to the Trustee,
executed and delivered to the Trustee by such legal entity, and (ii) the Issuer
or such successor legal entity, as the case may be, shall not, immediately after
such merger or consolidation, or such sale or conveyance, be in default in the
performance of any such covenant or condition.

          Section 8.02.  Successor Substituted. In case of any such
consolidation, merger, sale or conveyance, and following such an assumption by
the successor legal entity, such successor legal entity shall succeed to and be
substituted for the Issuer, with the same effect as if it had been named herein.
Such successor legal entity may cause to be signed, and may issue either in its
own name or in the name of the Issuer prior to such succession any or all of the
Securities issuable hereunder which theretofore shall not have been signed by
the Issuer and delivered to the Trustee; and, upon the order of such successor
legal entity instead of the Issuer and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any Securities which previously shall have been signed and
delivered by the officers of the Issuer to the Trustee for authentication, and
any Securities which such successor legal entity thereafter shall cause to be
signed and delivered to the Trustee for that purpose. All of the Securities so
issued shall in all respects have the same legal rank and benefit under this
Indenture as the Securities theretofore or thereafter issued in accordance with
the terms of this Indenture as though all of such Securities had been issued at
the date of the execution hereof.

                                     - 36 -

<PAGE>

          In case of any such consolidation, merger, sale, lease or conveyance
such changes in phrasing and form (but not in substance) may be made in the
Securities thereafter to be issued as may be appropriate.

          In the event of any such sale or conveyance (other than a conveyance
by way of lease) the Issuer or any successor legal entity which shall
theretofore have become such in the manner described in this Article shall be
discharged from all obligations and covenants under this Indenture and the
Securities and may be liquidated and dissolved.

          Section 8.03.  Opinion of Counsel to Trustee. The Trustee, subject to
the provisions of Sections 5.01 and 5.02, shall receive an Opinion of Counsel,
prepared in accordance with Section 10.05, as conclusive evidence that any such
consolidation, merger, sale, lease or conveyance, and any such assumption, and
any such liquidation or dissolution, complies with the applicable provisions of
this Indenture.

                                    ARTICLE 9

            SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

          Section 9.01.  Satisfaction and Discharge of Indenture. (a) If at any
time (i) the Issuer shall have paid or caused to be paid the principal of and
interest on all the Securities of any series outstanding hereunder (other than
Securities of such series which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 2.09) as and when the same
shall have become due and payable, or (ii) the Issuer shall have delivered to
the Trustee for cancellation all Securities of any series theretofore
authenticated (other than any Securities of such series which shall have been
destroyed, lost or stolen and which shall have been replaced or paid as provided
in Section 2.09) or (iii) (A) all the securities of such series not theretofore
delivered to the Trustee for cancellation shall have become due and payable, or
are by their terms to become due and payable within one year or are to be called
for redemption within one year under arrangements satisfactory to the Trustee
for the giving of notice of redemption, and (B) the Issuer shall have
irrevocably deposited or caused to be deposited with the Trustee as trust funds
the entire amount in cash (other than moneys repaid by the Trustee or any paying
agent to the Issuer in accordance with Section 9.04) in the case of any series
of Securities the payments on which may only be made in United States dollars,
direct obligations of the United States of America, backed by its full faith and
credit ("U.S. Government Obligations"), maturing as to principal and interest at
such times and in such amounts as will insure the availability of cash, or a
combination thereof, sufficient to pay at maturity or upon redemption all
Securities of such series (other than any Securities of such series which shall
have been destroyed, lost or stolen and which shall have been replaced or paid
as provided in Section 2.09) not theretofore delivered to the Trustee for
cancellation, including principal and interest due or to become due on or prior
to such date of maturity as the case may be, and if, in any such case, the
Issuer shall also pay or cause to be paid all other sums payable hereunder by
the Issuer with respect to Securities of such series, then this Indenture shall
cease to be of further effect with respect to Securities of such series (except
as to (i) rights of registration of transfer and exchange of securities of such
series, and the Issuer's right of optional redemption, if any, (ii) substitution
of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of
holders to receive payments of principal thereof and interest thereon upon the
original stated due date therefor (but no upon acceleration), and

                                     - 37 -

<PAGE>

remaining rights of the holders to receive mandatory sinking fund payments, if
any, (iv) the rights, obligations and immunities of the Trustee hereunder and
(v) the rights of the Securityholders of such series as beneficiaries hereof
with respect to the property so deposited with the Trustee payable to all or any
of them), and the Trustee, on demand of the Issuer accompanied by an Officers'
Certificate and an Opinion of Counsel and at the cost and expense of the Issuer,
shall execute proper instruments acknowledging such satisfaction of and
discharging this Indenture with respect to such series; provided, that the
rights of Holders of the Securities to receive amounts in respect of principal
of and interest on the Securities held by them shall not be delayed longer than
required by then-applicable mandatory rules or policies of any securities
exchange upon which the Securities are listed. The Issuer agrees to reimburse
the Trustee for any costs or expenses thereafter reasonably and properly
incurred and to compensate the Trustee for any services thereafter reasonably
and properly rendered by the Trustee in connection with this Indenture or the
Securities of such series.

          (b)  The following provisions shall apply to the Securities of each
series unless specifically otherwise provided in a Board Resolution, Officers'
Certificate or indenture supplemental hereto provided pursuant to Section 2.03.
In addition to discharge of the Indenture pursuant to the next preceding
paragraph, in the case of any series of Securities the exact amounts (including
the currency of payment) of principal of and interest due on which can be
determined at the time of making the deposit referred to in clause 9.01(b)(i)
below, the Issuer shall be deemed to have paid and discharged the entire
indebtedness on all the Securities of such a series on the 91st day after the
date of the deposit referred to in clause 9.01(b)(i) below, and the provisions
of this Indenture with respect to the Securities of such series thereto shall no
longer be in effect (except as to (1) rights of registration of transfer and
exchange of Securities of such series and the Issuer's right of optional
redemption, if any, (2) substitution of mutilated, defaced, destroyed, lost or
stolen Securities, (3) rights of Holders of Securities to receive payments of
principal thereof and interest thereon, upon the original stated due dates
therefor (but not upon acceleration), and remaining rights of the Holders to
receive mandatory sinking fund payments, if any, (4) the rights, obligations,
duties and immunities of the Trustee hereunder, (5) the rights of the Holders of
Securities of such series as beneficiaries hereof with respect to the property
so deposited with the Trustee payable to all or any of them and (6) the
obligations of the Issuer under Section 3.02) and the Trustee, at the expense of
the Issuer and any guarantor of the Securities, shall at the Issuer's or such
guarantor's request, execute proper instruments acknowledging the same, if

                    (i)   with reference to this provision the Issuer or such
               guarantor has irrevocably deposited or caused to be irrevocably
               deposited with the Trustee as trust funds in trust, specifically
               pledged as security for, and dedicated solely to, the benefit of
               the Holders of the Securities of such series (A) cash in an
               amount, or (B) in the case of any series of Securities the
               payments on which may only be made in Dollars, U.S. Government
               Obligations, maturing as to principal and interest at such times
               and in such amounts as will insure the availability of cash or
               (C) a combination thereof, sufficient, in the opinion of a
               nationally recognized firm of independent public accountants
               expressed in a written certification thereof delivered to the
               Trustee, to pay (1) the principal and interest on all Securities
               of such series and Coupons appertaining thereto on each date

                                     - 38 -

<PAGE>

               that such principal or interest is due and payable and (2) any
               mandatory sinking fund payments on the dates on which such
               payments are due and payable in accordance with the terms of the
               Indenture and the Securities of such series;

                    (ii)  such deposit will not result in a breach or violation
               of, or constitute a default under, any agreement or instrument to
               which the Issuer is a party or by which it is bound;

                    (iii) the Issuer or such guarantor has delivered to the
               Trustee an Opinion of Counsel based on the fact that (x) the
               Issuer has received from, or there has been published by, the
               Internal Revenue Service a ruling or (y) since the date hereof,
               there has been a change in the applicable federal income tax law,
               in either case to the effect that, and such opinion shall confirm
               that, the Holders of the Securities of such series and Coupons
               appertaining thereto will not recognize income, gain or loss for
               federal income tax purposes as a result of such deposit,
               defeasance and discharge and will be subject to federal income
               tax on the same amount and in the same manner and at the same
               times, as would have been the case if such deposit, defeasance
               and discharge had not occurred; and

                    (iv)  the Issuer or such guarantor has delivered to the
               Trustee an Officers' Certificate or guarantor's Officers'
               Certificate and an Opinion of Counsel, each stating that all
               conditions precedent provided for relating to the defeasance
               contemplated by this provision have been complied with.

          (c)  Each of the Issuer and any guarantor of the Securities shall be
released from its obligations under Section 8.01 with respect to the Securities
of any Series, Outstanding, and under any guarantee in respect thereof, on and
after the date the conditions set forth below are satisfied (hereinafter,
"covenant defeasance"). For this purpose, such covenant defeasance means that,
with respect to the Outstanding Securities of any Series, and under a guarantee
in respect thereof, the Issuer and any guarantor of the Securities may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in such Sections, whether directly or indirectly by reason
of any reference elsewhere herein to such Sections or by reason of any reference
in such Sections to any other provision herein or in any other document and such
omission to comply shall not constitute an Event of Default under Section 4.01,
but the remainder of this Indenture and such Securities and Coupons and the
Guarantee shall be unaffected thereby. The following shall be the conditions to
application of this subsection (c) of this Section 9.01:

                    (i)   The Issuer or such guarantor has irrevocably deposited
               or caused to be deposited with the Trustee 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 the Securities of such series, (A)
               cash in an amount, or (B) in the case of any series of Securities
               the payments on which may only be made in Dollars, U.S.
               Government Obligations maturing as to principal and interest at
               such

                                     - 39 -

<PAGE>

               times and in such amounts as will insure the availability of cash
               or (C) a combination thereof, sufficient, in the opinion of a
               nationally recognized firm of independent public accountants
               expressed in a written certification thereof delivered to the
               Trustee, to pay (1) the principal and interest on all Securities
               of such series and Coupons appertaining thereto and (2) any
               mandatory sinking fund payments on the day on which such payments
               are due and payable in accordance with the terms of the Indenture
               and the Securities of such series.

                    (ii)  No Event of Default or event which with notice or
               lapse of time or both would become an Event of Default with
               respect to the Securities shall have occurred and be continuing
               on the date of such deposit or, insofar as subsections 4.01(c)
               and 4.01(d) 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).

                    (iii) Such covenant defeasance shall not cause the Trustee
               to have a conflicting interest for purposes of the Trust
               Indenture Act of 1939 with respect to any securities of the
               Issuer.

                    (iv)  Such covenant defeasance shall not result in a breach
               or violation of, or constitute a default under, this Indenture or
               any other agreement or instrument to which the Issuer or such
               guarantor is a party or by which either of them is bound.

                    (v)   Such covenant defeasance shall not cause any
               Securities then listed on any registered national securities
               exchange under the Securities Exchange Act of 1934, as amended,
               to be delisted.

                    (vi)  The Issuer or such guarantor shall have delivered to
               the Trustee an Officers' Certificate or guarantor's Officers'
               Certificate, as the case may be, and Opinion of Counsel to the
               effect that the Holders of the Securities of such series 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.

                    (vii) The Issuer or such guarantor shall have delivered to
               the Trustee an Officers' Certificate or guarantor's Officers'
               Certificate, as the case may be, and an Opinion of Counsel, each
               stating that all conditions precedent provided for relating to
               the covenant defeasance contemplated by this provision have been
               complied with.

          Section 9.02.  Application by Trustee of Funds Deposited for Payment
of Securities. Subject to Section 9.04 and any subordination provisions
applicable to the Securities,

                                     - 40 -

<PAGE>

all moneys deposited with the Trustee pursuant to Section 9.01 shall be held in
trust and applied by it to the payment, either directly or through any paying
agent (including the Issuer acting as its own paying agent), to the Holders of
the particular Securities of such series for the payment or redemption of which
such moneys have been deposited with the Trustee, of all sums due and to become
due thereon for principal and interest; but such money need not be segregated
from other funds except to the extent required by law.

          Section 9.03.  Repayment of Moneys Held by Paying Agent. In connection
with the satisfaction and discharge of this Indenture with respect to Securities
of any series, all moneys then held by any paying agent under the provisions of
this Indenture with respect to such series of Securities shall, upon demand of
the Issuer, be repaid to it or paid to the Trustee and thereupon such paying
agent shall be released from all further liability with respect to such moneys.

          Section 9.04.  Return of Moneys Held by Trustee and Paying Agent
Unclaimed for Two Years. Any moneys deposited with or paid to the Trustee or any
paying agent for the payment of the principal of or interest on any Security of
any series and not applied but remaining unclaimed for two years after the date
upon which such principal or interest shall have become due and payable, shall,
upon the written request of the Issuer and unless otherwise required by
mandatory provisions of applicable escheat or abandoned or unclaimed property
law, be repaid to the Issuer by the Trustee for such series or such paying
agent, and the Holder of the Security of such series shall, unless otherwise
required by mandatory provisions of applicable escheat or abandoned or unclaimed
property laws, thereafter look only to the Issuer for any payment which such
Holder may be entitled to collect, and all liability of the Trustee or any
paying agent with respect to such moneys shall thereupon cease.

          The Issuer shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 9.01 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 Outstanding Securities.

                                   ARTICLE 10

                            MISCELLANEOUS PROVISIONS

          Section 10.01. Incorporators, Stockholders, Members, Officers and
Directors of Issuer Exempt from Individual Liability. No recourse under or upon
any obligation, covenant or agreement contained in this Indenture, or in any
Security, or because of any indebtedness evidenced thereby, shall be had against
any incorporator, as such or against any past, present or future stockholder,
member, officer or director, as such, of the Issuer or of any successor, either
directly or through the Issuer or any successor, under any rule of law, statute
or constitutional provision or by the enforcement of any assessment or by any
legal or equitable proceeding or otherwise, all such liability being expressly
waived and released by the acceptance of the Securities by the holders thereof
and as part of the consideration for the issue of the Securities.

          Section 10.02. Provisions of Indenture for the Sole Benefit of Parties
and Securityholders. Nothing in this Indenture or in the Securities, expressed
or implied, shall give

                                     - 41 -

<PAGE>

or be construed to give to any person, firm or corporation, other than the
parties hereto and their successors, the holders of Senior Debt and the Holders
of the Securities, any legal or equitable right, remedy or claim under this
Indenture or under any covenant or provision herein contained, all such
covenants and provisions being for the sole benefit of the parties hereto and
their successors, the holders of Senior Debt and of the Holders of the
Securities.

          Section 10.03. Successors and Assigns of Issuer Bound by Indenture.
All the covenants, stipulations, promises and agreements in this Indenture
contained by or in behalf of the Issuer shall bind its successors and assigns,
whether so expressed or not.

          Section 10.04. Notices and Demands on Issuer, Trustee and
Securityholders. Any notice or demand which by any provision of this Indenture
is required or permitted to be given or served by the Trustee or by the Holders
of Securities to or on the Issuer may be given or served by being deposited
postage prepaid, first-class mail (except as otherwise specifically provided
herein) addressed (until another address of the Issuer is filed by the Issuer
with the Trustee) to Teva Pharmaceutical Industries Limited at the following
address:

     Teva Pharmaceutical Industries Limited
     5 Basel Street
     P.O. Box 3190
     Petach Tikva  49131
     Israel
     Attention: Chief Financial Officer
     Fax:

     with copies to:

     Teva Pharmaceutical Industries Limited
     5 Basel Street, P.O. Box 3190
     Petach Tikva 49131
     Israel
     Attention: General Counsel
     Fax:

     Willkie Farr & Gallagher LLP
     787 Seventh Avenue
     New York, NY  10019
     Attention: Peter H. Jakes and Jeffrey S. Hochman
     Fax: (212) 728-8111

          Any notice, direction, request or demand by the Issuer or any
Securityholder to or upon the Trustee shall be deemed to have been sufficiently
given or made, for all purposes, if delivered in person or mailed by first-class
mail to the Trustee at 101 Barclay Street, Floor 21W, New York, NY 10286,
Attention: Corporate Trust Administration - Global Finance Unit.

          Where this Indenture provides for notice to Holders, such notice shall
be sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-

                                     - 42 -

<PAGE>

class postage prepaid, to each Holder entitled thereto, at his last address as
it appears in the Security register. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders. 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.

          In case, by reason of the suspension of or irregularities in regular
mail service, it shall be impracticable to mail notice to the Issuer and
Securityholders 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 a sufficient giving of such
notice.

          Section 10.05. Officers' Certificates and Opinions of Counsel;
Statements to be Contained Therein. Upon any application or demand by the Issuer
to the Trustee to take any action under any of the provisions of this Indenture,
the Issuer shall furnish to the Trustee an Officers' Certificate stating that
all conditions precedent provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent have been complied with,
except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

          Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture shall include (a) a statement that the person
making such certificate or opinion has read such covenant or condition, (b) a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based, (c) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with and (d) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

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

                                     - 43 -

<PAGE>

          Any certificate, statement or opinion of an officer of the Issuer or
of counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Issuer, unless such officer or counsel, as the
case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which his certificate, statement or
opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous.

          Any certificate or opinion of any independent firm of public
accountants filed with the Trustee shall contain a statement that such firm is
independent.

          Section 10.06. Payments Due on Saturdays, Sundays and Holidays. If the
date of maturity of interest on or principal of the Securities of any series or
the date fixed for redemption or repayment of any such Security shall not be a
Business Day, then payment of interest or principal need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on the date of maturity or the date fixed for redemption,
and no interest shall accrue for the period after such date.

          Section 10.07. Conflict of any Provision of Indenture with Trust
Indenture Act of 1939. If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with another provision included in this Indenture
by operation of Sections 310 to 317, inclusive, of the Trust Indenture Act of
1939 (an "incorporated provision"), such incorporated provision shall control.

          Section 10.08. New York Law to Govern. This Indenture and each
Security shall be deemed to be a contract under the laws of the State of New
York, and for all purposes shall be construed in accordance with the laws of
such State, except as may otherwise be required by mandatory provisions of law.

          Section 10.09. Counterparts. This Indenture may be executed in any
number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.

          Section 10.10. Effect of Headings. The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.

          Section 10.11. Securities in a Non-U.S. Currency. Unless otherwise
specified in an Officers' Certificate delivered pursuant to Section 2.03 of this
Indenture with respect to a particular series of Securities, whenever for
purposes of this Indenture any action may be taken by the Holders of a specified
percentage in aggregate principal amount of Securities of all series or all
series affected by a particular action at the time Outstanding and, at such
time, there are Outstanding Securities of any series which are denominated in a
coin or currency other than Dollars, then the principal amount of Securities of
such series which shall be deemed to be Outstanding for the purpose of taking
such action shall be that amount of Dollars that could be obtained for such
amount at the Market Exchange Rate. For purposes of this Section 10.11, Market
Exchange Rate shall mean the noon Dollar buying rate in New York City for cable
transfers of that currency as published by the Federal Reserve Bank of New York.
If such

                                     - 44 -

<PAGE>

Market Exchange Rate is not available for any reason with respect to
such currency, the Trustee 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
The City of New York or in the country of issue of the currency in question, or
such other quotations as the Trustee shall deem appropriate. The provisions of
this paragraph shall apply in determining the equivalent principal amount in
respect of Securities of a series denominated in a currency other than Dollars
in connection with any action taken by Holders of Securities pursuant to the
terms of this Indenture.

          All decisions and determinations of the Trustee regarding the Market
Exchange Rate or any alternative determination provided for in the preceding
paragraph shall be in its sole discretion and shall, in the absence of manifest
error, be conclusive to the extent permitted by law for all purposes and
irrevocably binding upon the Issuer and all Holders.

          Section 10.12. Submission to Jurisdiction. The Issuer agrees that any
legal suit, action or proceeding arising out of or based upon this Indenture may
be instituted in any federal or state court sitting in New York City, and, to
the fullest extent permitted by law, waives any objection which it may now or
hereafter have to the laying of venue of any such proceeding, and irrevocably
submits to the jurisdiction of such court in any suit, action or proceeding. The
Issuer, as long as any of the Securities remain Outstanding or the parties
hereto have any obligation under this Indenture, shall have an authorized agent
(the "Authorized Agent") in the United States upon whom process may be served in
any such legal action or proceeding. Service of process upon such agent and
written notice of such service mailed or delivered to it shall to the extent
permitted by law be deemed in every respect effective service of process upon it
in any such legal action or proceeding and, if it fails to maintain such agent,
any such process or summons may be served by mailing a copy thereof by
registered mail, or a form of mail substantially equivalent thereto, addressed
to it at its address as provided for notices hereunder. The Issuer hereby
appoints Teva Pharmaceuticals USA, Inc. as its agent for such purposes, and
covenants and agrees that service of process in any legal action or proceeding
may be made upon it at such office of such agent.

          Section 10.13. Judgment Currency. The Issuer agrees, to the fullest
extent that it may effectively do so under applicable law, that (a) if for the
purpose of obtaining judgment in any court it is necessary to convert the sum
due in respect of the principal of or interest on the Securities of any series
(the "Required Currency") into a currency in which a judgment will be rendered
(the "Judgment Currency"), the rate of exchange used shall be the rate at which
in accordance with normal banking procedures the Trustee could purchase in The
City of New York the Required Currency with the Judgment Currency on the day on
which final unappealable judgment is entered, unless such day is not a New York
Banking Day, then, to the extent permitted by applicable law, the rate of
exchange used shall be the rate at which in accordance with normal banking
procedures the Trustee could purchase in The City of New York the Required
Currency with the Judgment Currency on the New York Banking Day preceding the
day on which final unappealable judgment is entered and (b) its obligations
under this Indenture to make payments in the Required Currency (i) shall not be
discharged or satisfied by any tender, or any recovery pursuant to any judgment
(whether or not entered in accordance with subsection (a)), in any currency
other than the Required Currency, except to the extent that such tender or
recovery shall result in the actual receipt, by the payee, of the full amount of
the Required

                                     - 45 -

<PAGE>

Currency expressed to be payable in respect of such payments, (ii) shall be
enforceable as an alternative or additional cause of action for the purpose of
recovering in the Required Currency the amount, if any, by which such actual
receipt shall fall short of the full amount of the Required Currency so
expressed to be payable and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture. For purposes of the
foregoing, "New York Banking Day" means any day except a Saturday, Sunday or a
legal holiday in The City of New York or a day on which banking institutions in
The City of New York are authorized or required by law or executive order to
close

                                   ARTICLE 11

                   REDEMPTION OF SECURITIES AND SINKING FUNDS

          Section 11.01. Applicability Of Article. The provisions of this
Article shall be applicable to the Securities of any series which are redeemable
before their maturity or to any sinking fund for the retirement of Securities of
a series except as otherwise specified as contemplated by Section 2.03 for
Securities of such series.

          Section 11.02. Notice Of Redemption; Partial Redemptions. Notice of
redemption to the Holders of Securities of any series to be redeemed as a whole
or in part at the option of the Issuer shall be given by mailing notice of such
redemption by first class mail, postage prepaid, at least 30 days and not more
than 60 days prior to the date fixed for redemption to such Holders of
Securities of such series at their last addresses as they shall appear upon the
registry books. Any notice which is mailed in the manner herein provided shall
be conclusively presumed to have been duly given, whether or not the Holder
receives the notice. Failure to give notice by mail, or any defect in the notice
to the Holder of any Security of a series designated for redemption as a whole
or in part shall not affect the validity of the proceedings for the redemption
of any other Security of such series.

          The notice of redemption to each such Holder shall specify the
principal amount of each Security of such series held by such Holder to be
redeemed, the date fixed for redemption, the redemption price, the place or
places of payment, that payment will be made upon presentation and surrender of
such Securities, that such redemption is pursuant to the mandatory or optional
sinking fund, or both, if such be the case, that interest accrued to the date
fixed for redemption will be paid as specified in such notice and that on and
after said date interest thereon or on the portions thereof to be redeemed will
cease to accrue. In case any Security of a series is to be redeemed in part only
the notice of redemption shall state the portion of the principal amount thereof
to be redeemed and shall state that on and after the date fixed for redemption,
upon surrender of such Security, a new Security or Securities of such series in
principal amount equal to the unredeemed portion thereof will be issued.

          The notice of redemption of Securities of any series to be redeemed at
the option of the Issuer shall be given by the Issuer or, at the Issuer's
request, by the Trustee in the name and at the expense of the Issuer.

          On or before the redemption date specified in the notice of redemption
given as provided in this Section, the Issuer will deposit with the Trustee or
with one or more paying

                                     - 46 -

<PAGE>

agents (or, if the Issuer is acting as its own paying agent, set aside,
segregate and hold in trust as provided in Section 3.04) an amount of money or
other property sufficient to redeem on the redemption date all the Securities of
such series so called for redemption at the appropriate redemption price,
together with accrued interest to the date fixed for redemption. If less than
all the outstanding Securities of a series are to be redeemed, the Issuer will
deliver to the Trustee at least 70 days prior to the date fixed for redemption
an Officers' Certificate stating the aggregate principal amount of Securities to
be redeemed.

          If less than all the Securities of a series are to be redeemed, the
Trustee shall select, in such manner as it shall deem appropriate and fair,
Securities of such Series to be redeemed in whole or in part. Securities may be
redeemed in part in multiples equal to the minimum authorized denomination for
Securities of such series or any multiple thereof. The Trustee shall promptly
notify the Issuer in writing of the Securities of such series selected for
redemption and, in the case of any Securities of such series 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 of any series 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 11.03. Payment of Securities Called for Redemption. If notice
of redemption has been given as above provided, the Securities or portions of
Securities specified in such notice shall become due and payable on the date and
at the place stated in such notice at the applicable redemption price, together
with interest accrued to the date fixed for redemption, and on and after said
date (unless the Issuer shall default in the payment of such Securities at the
redemption price, together with interest accrued to said date) interest on the
Securities or portions of Securities so called for redemption shall cease to
accrue and, except as provided in Sections 5.05 and 9.04, such Securities shall
cease from and after the date fixed for redemption to be entitled to any benefit
or security under this Indenture, and the Holders thereof shall have no right in
respect of such Securities except the right to receive the redemption price
thereof and unpaid interest to the date fixed for redemption. On presentation
and surrender of such Securities at a place of payment specified in said notice,
said Securities or the specified portions thereof shall be paid and redeemed by
the Issuer at the applicable redemption price, together with interest accrued
thereon to the date fixed for redemption; provided that any semiannual payment
of interest becoming due on the date fixed for redemption shall be payable to
the Holders of such Securities registered as such on the relevant record date
subject to the terms and provisions of Sections 2.03 and 2.04 hereof.

          If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal shall, until paid or duly
provided for, bear interest from the date fixed for redemption at the rate of
interest or Yield to Maturity (in the case of an Original Issue Discount
Security) borne by such Security.

          Upon presentation of any Security redeemed in part only, the Issuer
shall execute and the Trustee shall authenticate and deliver to or on the order
of the Holder thereof, at the expense of the Issuer, a new Security or
Securities of such series , of authorized denominations, in principal amount
equal to the unredeemed portion of the Security so presented.

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<PAGE>

          Section 11.04. Exclusion of Certain Securities from Eligibility for
Selection for Redemption. Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration and certificate
number in a written statement signed by an authorized officer of the Issuer and
delivered to the Trustee at least 40 days prior to the last date on which notice
of redemption may be given as being owned of record and beneficially by, and not
pledged or hypothecated by either (a) the Issuer or (b) an entity specifically
identified in such written statement as directly or indirectly controlling or
controlled by or under direct or indirect common control with the Issuer.

          Section 11.05. Mandatory and Optional Sinking Funds. The minimum
amount of any sinking fund payment provided for by the terms of the Securities
of any series is herein referred to as a "mandatory sinking fund payment", and
any 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". The date on which a sinking fund payment is to be made is herein
referred to as the "sinking fund payment date".

          In lieu of making all or any part of any mandatory sinking fund
payment with respect to any series of Securities in cash, the Issuer may at its
option (a) deliver to the Trustee Securities of such series theretofore
purchased or otherwise acquired (except upon redemption pursuant to the
mandatory sinking fund) by the Issuer or receive credit for Securities of such
series (not previously so credited) theretofore purchased or otherwise acquired
(except as aforesaid) by the Issuer and delivered to the Trustee for
cancellation pursuant to Section 2.07, (b) receive credit for optional sinking
fund payments (not previously so credited) made pursuant to this Section, or (c)
receive credit for Securities of such series (not previously so credited)
redeemed by the Issuer through any optional redemption provision contained in
the terms of such series. Securities so delivered or credited shall be received
or credited by the Trustee at the sinking fund redemption price specified in
such Securities.

          On or before the sixtieth day next preceding each sinking fund payment
date for any series, the Issuer will deliver to the Trustee a written statement
(which need not contain the statements required by Section 10.05) signed by an
authorized officer of the Issuer (a) specifying the portion of the mandatory
sinking fund payment to be satisfied by payment of cash and the portion to be
satisfied by credit of Securities of such series, (b) stating that none of the
Securities of such series has theretofore been so credited, (c) stating that no
defaults in the payment of interest or Events of Default with respect to such
series have occurred (which have not been waived or cured) and are continuing
and (d) stating whether or not the Issuer intends to exercise its right to make
an optional sinking fund payment with respect to such series and, if so,
specifying the amount of such optional sinking fund payment which the Issuer
intends to pay on or before the next succeeding sinking fund payment date. Any
Securities of such series to be credited and required to be delivered to the
Trustee in order for the Issuer to be entitled to credit therefor as aforesaid
which have not theretofore been delivered to the Trustee shall be delivered for
cancellation pursuant to Section 2.10 to the Trustee with such written statement
(or reasonably promptly thereafter if acceptable to the Trustee). Such written
statement shall be irrevocable and upon its receipt by the Trustee the Issuer
shall become unconditionally obligated to make all the cash payments or payments
therein referred to, if any, on or before the next succeeding sinking fund
payment date. Failure of the Issuer, on or before any such sixtieth day, to
deliver such written statement and Securities specified in this paragraph, if
any, shall not

                                     - 48 -

<PAGE>

constitute a default but shall constitute, on and as of such date, the
irrevocable election of the Issuer (i) that the mandatory sinking fund payment
for such series due on the next succeeding sinking fund payment date shall be
paid entirely in cash without the option to deliver or credit Securities of such
series in respect thereof and (ii) that the Issuer will make no optional sinking
fund payment with respect to such series as provided in this Section.

          If the sinking fund payment or payments (mandatory or optional or
both) to be made in cash on the next succeeding sinking fund payment date plus
any unused balance of any preceding sinking fund payments made in cash shall
exceed $50,000 (or a lesser sum if the Issuer shall so request) with respect to
the Securities of any particular series, such cash shall be applied on the next
succeeding sinking fund payment date to the redemption of Securities of such
series at the sinking fund redemption price together with accrued interest to
the date fixed for redemption. If such amount shall be $50,000 or less and the
Issuer makes no such request then it shall be carried over until a sum in excess
of $50,000 is available. The Trustee shall select, in the manner provided in
Section 11.02, for redemption on such sinking fund payment date a sufficient
principal amount of Securities of such series to absorb said cash, as nearly as
may be, and shall (if requested in writing by the Issuer) inform the Issuer of
the serial numbers of the Securities of such series (or portions thereof) so
selected. Securities of any series which are (a) owned by the Issuer or an
entity known by the Trustee to be directly or indirectly controlling or
controlled by or under direct or indirect common control with the Issuer, as
shown by the Security register, and not known to the Trustee to have been
pledged or hypothecated by the Issuer or any such entity or (b) identified in an
Officers' Certificate at least 60 days prior to the sinking fund payment date as
being beneficially owned by, and not pledged or hypothecated by, the Issuer or
an entity directly or indirectly controlling or controlled by or under direct or
indirect common control with the Issuer shall be excluded from Securities of
such series eligible for selection for redemption. The Trustee, in the name and
at the expense of the Issuer (or the Issuer, if it shall so request the Trustee
in writing) shall cause notice of redemption of the Securities of such series to
be given in substantially the manner provided in Section 11.02 (and with the
effect provided in Section 11.03) for the redemption of Securities of such
series in part at the option of the Issuer. The amount of any sinking fund
payments not so applied or allocated to the redemption of Securities of such
series shall be added to the next cash sinking fund payment for such series and,
together with such payment, shall be applied in accordance with the provisions
of this Section. Any and all sinking fund moneys held on the stated maturity
date of the Securities of any particular series (or earlier, if such maturity is
accelerated), which are not held for the payment or redemption of particular
Securities of such series shall be applied, together with other moneys, if
necessary, sufficient for the purpose, to the payment of the principal of, and
interest on, the Securities of such series at maturity.

          On or before each sinking fund payment date, the Issuer shall pay to
the Trustee in cash or shall otherwise provide for the payment of all interest
accrued to the date fixed for redemption on Securities to be redeemed on the
next following sinking fund payment date.

          The Trustee shall not redeem or cause to be redeemed any Securities of
a series with sinking fund moneys or give any notice of redemption of Securities
for such series by operation of the sinking fund during the continuance of a
default in payment of interest on such Securities or of any Event of Default
except that, where the mailing of notice of redemption of any Securities shall
theretofore have been made, the Trustee shall redeem or cause to be

                                     - 49 -

<PAGE>

redeemed such Securities, provided that it shall have received from the Issuer a
sum sufficient for such redemption. Except as aforesaid, any moneys in the
sinking fund for such series at the time when any such default or Event of
Default shall occur, and any moneys thereafter paid into the sinking fund,
shall, during the continuance of such default or Event of Default, be deemed to
have been collected under Article 4 and held for the payment of all such
Securities. In case such Event of Default shall have been waived as provided in
Section 4.09 or the default cured on or before the sixtieth day preceding the
sinking fund payment date in any year, such moneys shall thereafter be applied
on the next succeeding sinking fund payment date in accordance with this Section
to the redemption of such Securities.

                                   ARTICLE 12

                           SUBORDINATION OF SECURITIES

          Section 12.01. Agreement to Subordinate. The Issuer covenants and
agrees, and each Holder of a Security issued hereunder by his acceptance thereof
likewise covenants and agrees, that all Securities shall be issued subject to
the provisions of this Article; and each person holding any Security, whether
upon original issue or upon transfer, assignment or exchange thereof accepts and
agrees that the principal of (and premium, if any) and interest on all
Securities issued hereunder shall, to the extent and in the manner set forth
herein, subject to any modifications or additional terms set forth in any
applicable supplemental indenture, be subordinated and subject in right to the
prior payment in full of all Senior Debt.

          Section 12.02. Payments to Holders of Securities. In the event of (a)
any insolvency or bankruptcy case or proceeding, or any receivership,
liquidation, reorganization or other similar case or proceeding in connection
therewith, relative to the Issuer, the Issuer or to its creditors, as such, or
to its assets, or (b) any liquidation, dissolution or other winding up of the
Issuer, whether voluntary or involuntary and whether or not involving insolvency
or bankruptcy, and (c) any assignment for the benefit of creditors or any other
marshalling of assets and liabilities of the Issuer, then and in any such event
the holders of Senior Debt shall be entitled to receive payment in full of all
amounts due or to become due on or in respect of all Senior Debt (including any
interest accruing thereon after the commencement of any such case or
proceeding), or provision shall be made for such payment in cash or cash
equivalents or otherwise in a manner satisfactory to the holders of Senior Debt,
before the Holders of the Securities are entitled to receive any payment on
account of principal of (or premium, if any) or interest on the Securities, and
to that end the holders of Senior Debt shall be entitled to receive, for
application to the payment thereof, any payment or distribution of any kind or
character, whether in cash, property or securities, including any such payment
or distribution which may be payable or deliverable by reason of the payment of
any other indebtedness of the Issuer being subordinated to the payment of the
Securities, which may be payable or deliverable in respect of the Securities in
any such case, proceeding, dissolution or other winding up event.

          In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the Holder of any Security shall have received any
payment or distribution of assets of the Issuer of any kind or character,
whether in cash, property or securities, including any such payment or
distribution which may be payable or deliverable by reason of the payment of any
other indebtedness of the Issuer being subordinated to the payment of the
Securities, before all

                                     - 50 -

<PAGE>

Senior Debt is paid in full or payment thereof provided for, and if such fact
shall, at or prior to the time of such payment or distribution, have been made
known to the Trustee or, as the case may be, such Holder, then and in such event
such payment or distribution shall be paid over or delivered forthwith to the
trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent
or other Person making payment or distribution of assets of the Issuer for
application to the payment of all Senior Debt remaining unpaid, to the extent
necessary to pay all Senior Debt in full, after giving effect to any concurrent
payment or distribution to or for the holders of Senior Debt.

          For purposes of this Article only, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Issuer as
reorganized or readjusted, or securities of the Issuer or any other corporation
or other entity provided for by a plan of reorganization or readjustment which
are subordinated in right of payment to all Senior Debt which may at the time be
outstanding to substantially the same extent as, or to a greater extent than,
the Securities are pursuant to the provisions in this Article. The consolidation
of the Issuer with, or the merger of the Issuer into, another legal entity or
the liquidation or dissolution of the Issuer following the conveyance or
transfer of its property as an entirety, or substantially as an entirety, to
another legal entity upon the terms and conditions provided in Article 8 shall
not be deemed a dissolution, winding-up, liquidation or reorganization for the
purposes of this section if such other corporation shall, as a part of such
consolidation, merger, conveyance or transfer, comply with the conditions stated
in Article 8.

          Section 12.03. No Payment When Senior Debt Is In Default. Subject to
the last paragraph of this Section, (a) in the event and during the continuation
of any default in the payment of principal of (or premium, if any) or interest
on any Senior Debt beyond any applicable grace period with respect thereto (but
not if such default in payment shall have been cured or waived or shall have
ceased to exist), or (b) in the event that the holders of such Senior Debt (or a
trustee on behalf of the holders thereof) to have declared such Senior Debt due
and payable prior to the date on which it would otherwise have become due and
payable by reason of an event of default (but not if such declaration of
acceleration shall have been rescinded or annulled), then no payment (including
any payment which may be payable by reason of the payment of any other
indebtedness of the Issuer being subordinated to the payment of the Securities)
shall be made by the Issuer on account of principal of (or premium, if any) or
interest on the Securities or on account of the purchase or other acquisition of
Securities, other than pursuant to their conversion, if any; provided, however,
that nothing in this Section shall prevent the satisfaction of any sinking fund
payment in accordance with Article 11 by delivering and crediting pursuant to
Section 11.05 Securities which have been acquired (upon redemption or otherwise)
prior to such default in payment.

          In the event that, notwithstanding the foregoing, the Issuer shall
make any payment to the Trustee or the Holder of any Security prohibited by the
provisions of this Section, and if such fact shall, at or prior to the time of
such payment, have been made known to the Trustee or, as the case may be, such
Holder, then and in such event such payment shall be paid over and delivered
forthwith to the Issuer.

          Section 12.04. Payment Permitted in Certain Situations. Nothing
contained in this Article or elsewhere in this Indenture or in any of the
Securities shall prevent (a) the Issuer,

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<PAGE>

at any time except during the pendency of any case, proceeding, dissolution,
liquidation or other winding up, assignment for the benefit of creditors or
other marshalling of assets and liabilities of the Issuer referred to in Section
12.02 or under the conditions described in Section 12.03, from making payments
at any time of or on account of the principal of (and premium, if any) or
interest on the Securities or on account of the purchase or other acquisition of
the Securities, or (b) the application by the Trustee of any money deposited
with it hereunder to the payment of or on account of the principal of (and
premium, if any) or interest on the Securities or the retention of such payment
by the Holders, if, at the time of such application by the Trustee, it did not
have knowledge that such payment would have been prohibited by the provisions of
this Article.

          Section 12.05. Subrogation to Rights of Holders of Senior Debt.
Subject to the payment in full of all Senior Debt or the provision for such
payment in cash or cash equivalents or otherwise in a manner satisfactory to the
holders of Senior Debt, the Holders of the Securities shall be subrogated to the
extent of the payments or distributions made to the holders of such Senior Debt
pursuant to the provisions of this Article (equally and ratably with the holders
of indebtedness of the Issuer which by its express terms is subordinated to the
indebtedness of the Issuer to substantially the same extent as the Securities
are subordinated to the Senior Debt and is entitled to like rights of
subrogation) to the rights of the holders of such Senior Debt to receive
payments and distributions of cash, property and securities applicable to the
Senior Debt until the principal of (and premium, if any) and interest on the
Securities shall be paid in full. For purposes of such subrogation, no payments
or distributions to the holders of the Senior Debt of any cash, property or
securities to which the Holders of the Securities or the Trustee would be
entitled except for the provisions of this Article, and no payments over
pursuant to the provisions of this Article to the holders of Senior Debt by
Holders of the Securities or the Trustee, shall, as among the Issuer, its
creditors other than holders of Senior Debt and the Holders of the Securities,
be deemed to be a payment or distribution by the Issuer to or on account of the
Senior Debt.

          Section 12.06. Provisions Solely to Define Relative Rights. The
provisions of this Article are and are intended solely for the purpose of
defining the relative rights of the Holders of the Securities on the one hand
and the holders of Senior Debt on the other hand. Nothing contained in this
Article or elsewhere in this Indenture or in the Securities is intended to or
shall (a) impair, as among the Issuer, its creditors other than holders of
Senior Debt and the Holders of the Securities, the obligation of the Issuer,
which is absolute and unconditional, to pay to the Holders of the Securities the
principal of (and premium, if any) and interest on the Securities as and when
the same shall become due and payable in accordance with their terms; or (b)
affect the relative rights against the Issuer of the Holders of the Securities
and creditors of the Issuer other than the holders of Senior Debt; or (c)
prevent the Trustee or the Holder of any Security from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture, subject
to the rights, if any, under this Article of the holders of Senior Debt to
receive cash, property and securities otherwise payable or deliverable to the
Trustee or such Holder.

          Section 12.07. Trustee to Effectuate Subordination. Each Holder of a
Security by his acceptance thereof authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to effectuate the
subordination provided in this Article and appoints the Trustee his
attorney-in-fact for any and all such purposes.

                                     - 52 -

<PAGE>

          Section 12.08. No Waiver of Subordination Provisions. No right of any
present or future holder of any Senior Debt to enforce subordination as herein
provided shall at any time in any way be prejudiced or impaired by any act or
failure to act on the part of the Issuer or by any act or failure to act, in
good faith, by any such holder, or by any non-compliance by the Issuer with the
terms, provisions and covenants of this Indenture, regardless of any knowledge
thereof any such holder may have or be otherwise charged with.

          Section 12.09. Notice to Trustee. The Issuer shall give prompt written
notice to the Trustee of any fact known to the Issuer which would prohibit the
making of any payment to or by the Trustee in respect of the Securities.
Notwithstanding the provisions of this Article or any other provision of this
Indenture, the Trustee shall not be charged with knowledge of the existence of
any facts which would prohibit the making of any payment to or by the Trustee in
respect of the Securities, unless and until the Trustee shall have received
written notice thereof from the Issuer or a holder of Senior Debt or from any
trustee therefor; and, prior to the receipt of any such written notice, the
Trustee, subject to the provisions of Section 5.01, shall be entitled in all
respects to assume that no such facts exist.

          Subject to the provisions of Section 5.01, the Trustee shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Debt (or a trustee therefor) to
establish that such notice has been given by a holder of Senior Debt (or a
trustee therefor). In the event that the Trustee determines in good faith that
further evidence is required with respect to the right of any Person as a holder
of Senior Debt to participate in any payment or distribution pursuant to this
Article, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Debt held by
such Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
Person under this Article, and if such evidence is not furnished, the Trustee
may defer any payment to such Person pending judicial determination as to the
right of such Person to receive such payment.

          Section 12.10. Reliance on Judicial Order or Certificate of
Liquidating Agent. Upon any payment or distribution of assets of the Issuer
referred to in this Article, the Trustee, subject to the provisions of Section
5.01, and the Holders of the Securities shall be entitled to rely upon any order
or decree entered by any court of competent jurisdiction in which such
insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution,
winding up or similar case or proceeding is pending, or a certificate of the
trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for
the benefit of creditors, agent or other Person making such payment or
distribution, delivered to the Trustee or to the Holders of Securities, for the
purpose of ascertaining the Persons entitled to participate in such payment or
distribution, the holders of Senior Debt and other indebtedness of the Issuer,
the amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article.

          Section 12.11. Trustee Not Fiduciary for Holders of Senior Debt. The
Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
Debt and shall not be liable to any such holders or creditors if it shall in
good faith pay over or distribute to Holders of Securities or to the Issuer or
to any other Person cash, property or securities to which any holders of Senior
Debt shall be entitled by virtue of this Article or otherwise.

                                     - 53 -

<PAGE>

          Section 12.12. Rights of Trustee as Holder of Senior Debt;
Preservation of Trustee's Rights. The Trustee in its individual capacity shall
be entitled to all the rights set forth in this Article with respect to any
Senior Debt which may at any time be held by it, to the same extent as any other
holder of Senior Debt and nothing in this Indenture shall deprive the Trustee of
any of its rights as such holder.

          Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 5.06.

          Section 12.13. Article Applicable to Paying Agents.

          In case at any time any paying agent other than the Trustee shall have
been appointed by the Issuer and be then acting hereunder, the term "Trustee" as
used in this Article shall in such case (unless the context otherwise requires)
be construed as extending to and including such paying agent within its meaning
as fully for all intents and purposes as if such paying agent were named in this
Article in addition to or in place of the Trustee.

                            [Signature Page Follows]

                                     - 54 -

<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed as of ___________, ____.

                                        TEVA PHARMACEUTICAL INDUSTRIES LIMITED


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


                                        THE BANK OF NEW YORK,
                                        as Trustee


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

                                     - 55 -