<PAGE>

                                                                     Exhibit 4.6

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                        --------------------------------,

                                    as Issuer

                     TEVA PHARMACEUTICAL INDUSTRIES LIMITED,

                                  as Guarantor

                                       and

                        THE BANK OF NEW YORK, as Trustee

                             SUBORDINATED INDENTURE

                        Dated as of _____________, _____


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<PAGE>

                                TABLE OF CONTENTS
                                                                            Page
                                                                            ----

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..............6
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..................................10
Section 2.07.   Denomination and Date of Securities; Payments of
                 Interest.....................................................10
Section 2.08.   Regulation, Transfer and Exchange.............................11
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, THE GUARANTOR 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.   Certificates of the Issuer and the Guarantor..................15
Section 3.06.   Securityholders Lists.........................................15
Section 3.07.   Reports by the Issuer.........................................15
Section 3.08.   Reports by the Trustee........................................16
Section 3.09.   Calculation of Original Issue Discount........................16

ARTICLE 4.      REMEDIES OF THE TRUSTEE AND  SECURITYHOLDERS ON EVENT
                OF DEFAULT....................................................16

Section 4.01.   Event of Default; Acceleration of Maturity, Waiver of
                 Default......................................................16
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........................22
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....................................23

                                       (i)

<PAGE>

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..........................................31

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..............................36
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.   Guarantor May Consolidate, etc., on Certain Terms.............37
Section 8.04.   Successor Legal Entity Substituted for the Guarantor..........37
Section 8.05.   Opinion of Counsel to Trustee.................................37

                                      (ii)

<PAGE>

ARTICLE 9.      SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED
                MONEYS........................................................38

Section 9.01.   Satisfaction and Discharge of Indenture.......................38
Section 9.02.   Application by Trustee of Funds Deposited for Payment of
                 Securities...................................................41
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......................................42

Section 10.01.  Incorporators, Stockholders, Members, Officers and
                 Directors of Issuer Exempt from Individual Liability.........42
Section 10.02.  Provisions of Indenture for the Sole Benefit of Parties
                 and Securityholders..........................................42
Section 10.03.  Successors and Assigns of Issuer and Guarantor 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...........................44
Section 10.06.  Payments Due on Saturdays, Sundays and Holidays...............45
Section 10.07.  Conflict of any Provision of Indenture with Trust
                 Indenture Act of 1939........................................45
Section 10.08.  New York Law to Govern........................................45
Section 10.09.  Counterparts..................................................45
Section 10.10.  Effect of Headings............................................45
Section 10.11.  Securities in a Non-U.S. Currency.............................45
Section 10.12.  Submission to Jurisdiction....................................46
Section 10.13.  Judgment Currency.............................................46

ARTICLE 11.     REDEMPTION OF SECURITIES AND SINKING FUNDS....................47

Section 11.01.  Applicability Of Article......................................47
Section 11.02.  Notice Of Redemption; Partial Redemptions.....................47
Section 11.03.  Payment of Securities Called for Redemption...................48
Section 11.04.  Exclusion of Certain Securities from Eligibility for
                 Selection for Redemption.....................................48
Section 11.05.  Mandatory and Optional Sinking Funds..........................49

ARTICLE 12.     GUARANTEE.....................................................51

Section 12.01.  The Guarantee.................................................51
Section 12.02.  Net Payments..................................................51
Section 12.03.  Guarantee Unconditional, etc..................................52
Section 12.04.  Reinstatement.................................................53
Section 12.05.  Subrogation...................................................53
Section 12.06.  Assumption by Guarantor.......................................53

ARTICLE 13.     SUBORDINATION OF SECURITIES...................................54

                                     (iii)

<PAGE>

Section 13.01.  Agreement to Subordinate......................................54
Section 13.02.  Payments to Holders of Securities.............................54
Section 13.03.  No Payment When Senior Debt Is In Default.....................55
Section 13.04.  Payment Permitted in Certain Situations.......................55
Section 13.05.  Subrogation to Rights of Holders of Senior Debt...............56
Section 13.06.  Provisions Solely to Define Relative Rights...................56
Section 13.07.  Trustee to Effectuate Subordination...........................56
Section 13.08.  No Waiver of Subordination Provisions.........................56
Section 13.09.  Notice to Trustee.............................................57
Section 13.10.  Reliance on Judicial Order or Certificate of Liquidating
                 Agent........................................................57
Section 13.11.  Trustee Not Fiduciary for Holders of Senior Debt..............57
Section 13.12.  Rights of Trustee as Holder of Senior Debt; Preservation
                 of Trustee's Rights..........................................58
Section 13.13.  Article Applicable to Paying Agents...........................58

                                      (iv)

<PAGE>

          THIS INDENTURE, dated as of _____________, _____ among
__________________, a _________________ (the "Issuer"), Teva Pharmaceutical
Industries Limited, a corporation incorporated under the laws of Israel (the
"Guarantor"), 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;

          WHEREAS, the Issuer has duly authorized the execution and delivery of
this Indenture to provide, among other things, for the authentication, delivery
and administration of the Securities;

          WHEREAS, for value received, the Guarantor has duly authorized the
execution and delivery of this Indenture to provide for the issuance of the
Guarantee provided for herein. All things necessary to make this Indenture a
valid agreement of the Guarantor, in accordance with its terms, have been done;
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, the Guarantor 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

<PAGE>

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.

          "Board" means the board of directors or the board of managers of the
Issuer, or any other body or Person authorized by the organizational documents
or by the members of the Issuer to act for it.

          "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.

          "Guarantee" means the unconditional guarantee of the payment of the
principal of, any premium or interest on, and any additional amounts with
respect to the Securities by the Guarantor, as more fully set forth in Article
12.

                                      - 2 -

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

          "Guarantor's Board of Directors" means the Board of Directors of the
Guarantor or any committee of such Board duly authorized to act hereunder.

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

          "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.

          "Issuer" means (except as otherwise provided in Article 5)
______________, a corporation incorporated under the laws of _______, 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 to the Issuer or the Guarantor who may be an employee of or counsel to
the Issuer or the Guarantor 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.

                                      - 3 -

<PAGE>

          "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 the Guarantor) or
shall have been set aside, segregated and held in trust by the Issuer or the
Guarantor for the holders of such Securities (if the Issuer shall act as its
own, or authorize the Guarantor to act as, 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 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.

                                      - 4 -

<PAGE>

          "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 or the Guarantor 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 the Guarantor, or are
evidenced, provides that they are subordinate, or not superior, in right of
payment to the Securities.

          "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

                                      - 5 -

<PAGE>

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 onall 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

          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
13. 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

                                      - 6 -

<PAGE>

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;

          (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

                                      - 7 -

<PAGE>

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 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

                                      - 8 -

<PAGE>

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

          (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.

                                      - 9 -

<PAGE>

          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.

          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 and the Guarantor 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 or the Guarantor 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.

                                     - 10 -

<PAGE>

          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 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

                                     - 11 -

<PAGE>

every case the applicant for a substitute Security shall furnish to the Issuer,
the Guarantor and the Trustee and any agent of the Issuer, the Guarantor 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, the Guarantor and the Trustee and any agent of the
Issuer, the Guarantor or the Trustee such security or indemnity as any of them
may require to save each of them harmless, and, in every case of destruction,
loss or theft, the applicant shall also furnish to the Issuer, the Guarantor and
the Trustee and any agent of the Issuer, the Guarantor 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 and the Guarantor, 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

                                     - 12 -

<PAGE>

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.

          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, THE GUARANTOR 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

                                     - 13 -

<PAGE>

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.

          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, the Guarantor 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 the Guarantor or 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.

                                     - 14 -

<PAGE>

          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.  Certificates of the Issuer and the Guarantor. The
Issuer and the Guarantor will each furnish to the Trustee on or before [__] in
each year (beginning with [__]) an Officers' Certificate of the Issuer or the
Guarantor, as the case may be, as to the signers' knowledge of the Issuer's or
the Guarantor'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). 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. Each of the Issuer and the
Guarantor covenants to file with the Trustee, within 15 days after the Issuer or
the Guarantor, as the case may be, 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 or the Guarantor 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 or the
Guarantor's compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers' Certificates).

                                     - 15 -

<PAGE>

          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 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 the Guarantor 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 the
     Guarantor 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 the Guarantor 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 the 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 the 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

                                     - 16 -

<PAGE>

          (d)  the commencement by the Issuer or the Guarantor 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
the 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 the Guarantor, or the filing by the Issuer or the 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 the
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 the Guarantor or of any substantial
part of its property, or the making by the Issuer or the Guarantor of an
assignment for the benefit or creditors, or the admission by the Issuer or the
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 the Guarantor expressly
in furtherance of any such action; or

          (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 the Guarantor (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 the Guarantor (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

                                     - 17 -

<PAGE>

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 or the Guarantor 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 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, the Guarantor and
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. Each of the Issuer and the Guarantor 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--

                                     - 18 -

<PAGE>

then upon demand of the Trustee, the Issuer or the Guarantor, as the case may
be, 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 such 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.

          In case the Issuer or the Guarantor 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
the Guarantor or other obligor upon such Securities and collect in the manner
provided by law out of the property of the Issuer or the Guarantor 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, the
Guarantor 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 the Guarantor or its property
or such other obligor, or in case of any other comparable judicial proceedings
relative to the Issuer, the Guarantor or other obligor upon the Securities of
any series, or to the creditors or property of the Issuer, the Guarantor 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, the

                                     - 19 -

<PAGE>

Guarantor or other obligor upon the Securities of any series, or to the
creditors or property of the Issuer, the Guarantor 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 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

                                     - 20 -

<PAGE>

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 (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

                                     - 21 -

<PAGE>

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 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

                                     - 22 -

<PAGE>

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) 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,
the 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

                                     - 23 -

<PAGE>

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.

          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.

                                     - 24 -

<PAGE>

          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 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,
Guarantor's Officers'

                                     - 25 -

<PAGE>

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 or the
Guarantor mentioned herein shall be sufficiently evidenced by an Officers'
Certificate or a Guarantor's Officers' Certificate, as the case may be, (unless
other evidence in respect thereof be herein specifically prescribed); and any
resolution of the Board or of the Guarantor's Board of Directors may be
evidenced to the Trustee by a copy thereof certified by the secretary or an
assistant secretary of the Issuer or the Guarantor, as the case may be;

          (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; and

          (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

                                     - 26 -

<PAGE>

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 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 or the Guarantor, as the case may be, 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, the Guarantor 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 or the Guarantor and receive,
collect, hold and retain collections from the Issuer or the Guarantor 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

                                     - 27 -

<PAGE>

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 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

                                     - 28 -

<PAGE>

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 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)  (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) (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

                                     - 29 -

<PAGE>

Issuer the evidence provided for in Section 6.01 of the action in that regard
taken by the Securityholders.

          (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.

                                     - 30 -

<PAGE>

          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 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

                                     - 31 -

<PAGE>

on such record date shall be entitled to so vote or give such consent or revoke
such vote or consent.

          Section 6.03.  Holders to be Treated as Owners. The Issuer, the
Guarantor, the Trustee and any agent of the Issuer, the Guarantor 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 none
of the Issuer, the Guarantor, the Trustee or any agent of the Issuer, the
Guarantor 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 a Responsible Officer of the 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

                                     - 32 -

<PAGE>

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 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 Guarantor, when authorized by a resolution
of the Guarantor's Board of Directors, 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 the Guarantor, as the case may be, or successive successions, and the
assumption by the successor legal entity of the covenants, agreements and
obligations of the Issuer or the Guarantor, as the case may be, pursuant to
Article 8;

          (c)  to add to the covenants of the Issuer or the Guarantor such
further covenants, restrictions, conditions or provisions as the Issuer, the
Guarantor 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 Issuer
or the Guarantor may deem necessary or desirable and which shall not adversely
affect the interests of the Holders of the Securities in any material respect;

                                     - 33 -

<PAGE>

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

          (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.

          (g)  to evidence the assumption by the Guarantor of all of the rights
and obligations of the Issuer hereunder with respect to a series of Securities
and under the Securities of such series and the release of the Issuer from its
liabilities hereunder and under such Securities as obligor on the Securities of
such series, all as provided in Section 12.06 hereof.

          The Trustee is hereby authorized to join with the Issuer and the
Guarantor 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 Guarantor, when authorized
by a resolution of the Guarantor's Board of Directors, 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 the Guarantor or of

                                     - 34 -

<PAGE>

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 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 and the Guarantor 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, the Guarantor 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, the Guarantor 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

                                     - 35 -

<PAGE>

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 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 successor 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, all in the manner described in section 8.01, 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

                                     - 36 -

<PAGE>

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. Any required 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 such assumption following any sale or conveyance in
accordance with section 8.01 and this section 8.02 (other than a conveyance by
way of lease) the Issuer (including any successor legal entity that has been
further substituted in accordance with section 8.01 and this section 8.02) shall
be discharged from all obligations and covenants under this Indenture and the
Securities and may be liquidated and dissolved.

          Section 8.03. Guarantor May Consolidate, etc., on Certain Terms. The
Guarantor covenants that it will not merge or consolidate with any other Person
or sell, lease or convey all or substantially all of its assets to any other
Person, unless (i) either the Guarantor shall be the continuing legal entity, or
the successor legal entity or the Person which acquires by sale, lease or
conveyance substantially all the assets of the Guarantor (if other than the
Guarantor) shall expressly assume the due and punctual payment of the principal
of and interest on all the Securities 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 Guarantor, by supplemental indenture satisfactory
to the Trustee, executed and delivered to the Trustee by such successor legal
entity, and (ii) the Guarantor, such Person or such successor legal entity, as
the case may be, shall not, immediately after such merger or consolidation, or
such sale, lease or conveyance, be in default in the performance of any such
covenant or condition.

          Section 8.04.  Successor Legal Entity Substituted for the Guarantor.
In case of any such consolidation, merger, sale, lease or conveyance, and
following such an assumption by the successor legal entity, all in the manner
described in section 8.03, such successor legal entity shall succeed to and be
substituted for the Guarantor with the same effect as if it had been named
herein and any required 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 such assumption following any sale or conveyance in
accordance with section 8.03 and this section 8.04 (other than a conveyance by
way of lease) the Guarantor (including any successor legal entity that has been
further substituted in accordance with section 8.03 and this section 8.04) shall
be discharged from all obligations and covenants under this Indenture and the
Securities and may be liquidated and dissolved.

          Section 8.05.  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.

                                     - 37 -

<PAGE>

                                   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 or the Guarantor 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 or the
Guarantor 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 or the Guarantor 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 or the Guarantor shall
also pay or cause to be paid all other sums payable hereunder by the Issuer or
the Guarantor 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
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 or the Guarantor accompanied
by an Officers' Certificate (or Guarantor's Officer's Certificate respectively)
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.

                                     - 38 -

<PAGE>

          (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 and the Guarantor 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 or the Guarantor, shall at the Issuer's or the Guarantor's request,
execute proper instruments acknowledging the same, if

          (i)   with reference to this provision the Issuer or the 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
     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 the 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

                                     - 39 -

<PAGE>

     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 the 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 the Guarantor 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 the Guarantor 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 the 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 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.

                                     - 40 -

<PAGE>

          (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 the 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 the 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 the 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, 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

                                     - 41 -

<PAGE>

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
(except in a stockholder's corporate capacity as Guarantor), member, officer or
director, as such, of the Issuer or the Guarantor or of any successor, either
directly or through the Issuer or the Guarantor, as the case may be, 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 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 and Guarantor 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. All the covenants, stipulations, promises
and agreements in this Indenture contained by or in behalf of the Guarantor
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 or the Guarantor may be given or served by
being deposited postage prepaid, first-class mail (except as otherwise
specifically provided herein) addressed (until another address is filed with the
Trustee) as follows:

          If to the Issuer:

                                     - 42 -

<PAGE>

          If to the Guarantor:

          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, the Guarantor
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-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.

                                     - 43 -

<PAGE>

          In case, by reason of the suspension of or irregularities in regular
mail service, it shall be impracticable to mail notice to the Issuer, the
Guarantor or 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
or the Guarantor to the Trustee to take any action under any of the provisions
of this Indenture, the Issuer or the Guarantor, as the case may be, shall
furnish to the Trustee an Officers' Certificate or Guarantor's Officers'
Certificate, as the case may be, 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 or
the Guarantor 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 or the Guarantor, as the case may be,
upon the certificate, statement or opinion of or representations by an officer
of officers of the Issuer or the Guarantor, as the case may be, 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.

          Any certificate, statement or opinion of an officer of the Issuer or
the Guarantor 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.

                                     - 44 -

<PAGE>

          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 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.

                                     - 45 -

<PAGE>

          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. Each of the Issuer and the
Guarantor 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. Each of the Issuer and the Guarantor, 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 and the Guarantor each 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. Each of the Issuer and the Guarantor
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 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.

                                     - 46 -

<PAGE>

                                   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 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.

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          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.

          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.

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          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 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

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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 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.

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                                   ARTICLE 12.

                                   GUARANTEE

          Section 12.01. The Guarantee. The Guarantor hereby unconditionally
guarantees to each Holder of a Security authenticated and delivered by the
Trustee the due and punctual payment of the principal of, any premium and
interest on, and any additional amounts with respect to such Security and the
due and punctual payment of the sinking fund payments (if any) provided for
pursuant to the terms of such Security, when and as the same shall become due
and payable, whether at maturity, by acceleration, redemption, repayment or
otherwise, in accordance with the terms of such Security and of this Indenture.
In case of the failure of the Issuer punctually to pay any such principal,
premium, interest, additional amounts or sinking fund payment, the Guarantor
hereby agrees to cause any such payment to be made punctually when and as the
same shall become due and payable, whether at maturity, upon acceleration,
redemption, repayment or otherwise, and as if such payment were made by the
Issuer.

          Section 12.02. Net Payments. All payments of principal of and premium,
if any, interest and any other amounts on, or in respect of, the Securities of
any series shall be made by the Guarantor without withholding or deduction at
source for, or on account of, any present or future taxes, fees, duties,
assessments or governmental charges of whatever nature imposed or levied by or
on behalf of the State of Israel (the "taxing jurisdiction") or any political
subdivision or taxing authority thereof or therein, unless such taxes, fees,
duties, assessments or governmental charges are required to be withheld or
deducted by (i) the laws (or any regulations or ruling promulgated thereunder)
of a taxing jurisdiction or any political subdivision or taxing authority
thereof or therein or (ii) an official position regarding the application,
administration, interpretation or enforcement of any such laws, regulations or
rulings (including, without limitation, a holding by a court of competent
jurisdiction or by a taxing authority in a taxing jurisdiction or any political
subdivision thereof). If a withholding or deduction at source is required, the
Guarantor shall, subject to certain limitations and exceptions set forth below,
pay to the Holder of any such Security such additional amounts as may be
necessary so that every net payment of principal, premium, if any, interest or
any other amount made to such Holder, after such withholding or deduction, shall
not be less than the amount provided for in such Security, and this Indenture to
be then due and payable; provided, however, that the Guarantor shall not be
required to make payment of such additional amounts for or on account of:

          (a)  any tax, fee, duty, assessment or governmental charge of whatever
nature which would not have been imposed but for the fact that such Holder: (A)
was a resident, domiciliary or national of, or engaged in business or maintained
a permanent establishment or was physically present in, the relevant taxing
jurisdiction or any political subdivision thereof or otherwise had some
connection with the relevant taxing jurisdiction other than by reason of the
mere ownership of, or receipt of payment under, such Security; (B) presented
such Security for payment in the relevant taxing jurisdiction or any political
subdivision thereof, unless such Security could not have been presented for
payment elsewhere; or (C) presented such Security more than thirty (30) days
after the date on which the payment in respect of such Security first became due
and payable or provided for, whichever is later, except to the extent that the
Holder would have been entitled to such additional amounts if it had presented
such Security for payment on any day within such period of thirty (30) days;

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

          (c)  any tax, assessment or other governmental charge that is imposed
or withheld by reason of the failure by the Holder or the beneficial owner of
such Security to comply with any reasonable request by the Guarantor addressed
to the Holder within 90 days of such request (A) to provide information
concerning the nationality, residence or identity of the Holder or such
beneficial owner or (B) to make any declaration or other similar claim or
satisfy any information or reporting requirement, which, in the case of (A) or
(B), is required or imposed by statute, treaty, regulation or administrative
practice of the relevant taxing jurisdiction or any political subdivision
thereof as a precondition to exemption from all or part of such tax, assessment
or other governmental charge; or

          (d)  any combination of items (a), (b) and (c);

          nor shall additional amounts be paid with respect to any payment of
the principal of, or premium, if any, interest or any other amounts on, any such
Security to any Holder who is a fiduciary or partnership or other than the sole
beneficial owner of such Security to the extent such payment would be required
by the laws of the relevant taxing jurisdiction (or any political subdivision or
relevant taxing authority thereof or therein) to be included in the income for
tax purposes of a beneficiary or partner or settlor with respect to such
fiduciary or a member of such partnership or a beneficial owner who would not
have been entitled to such additional amounts had it been the Holder of the
Security.

          Whenever in this Indenture there is mentioned, in any context, the
payment of the principal of or any premium, interest or any other amounts on, or
in respect of, any Security of any series or the net proceeds received on the
sale or exchange of any Security of any series, such mention shall be deemed to
include mention of the payment of additional amounts provided by the terms of
such series established hereby or pursuant hereto to the extent that, in such
context, additional amounts are, were or would be payable in respect thereof
pursuant to such terms, and express mention of the payment of additional amounts
(if applicable) in any provision hereof shall not be construed as excluding the
payment of additional amounts in those provisions hereof where such express
mention is not made.

          Section 12.03. Guarantee Unconditional, etc. The Guarantor hereby
agrees that its obligations hereunder shall be as principal and not merely as
surety, and shall be absolute, irrevocable and unconditional, irrespective of,
and shall be unaffected by, any invalidity, irregularity or unenforceability of
any Security or this Indenture, any failure to enforce the provisions of any
Security or this Indenture, or any waiver, modification, consent or indulgence
granted with respect thereto by the Holder of such Security or the Trustee, the
recovery of any judgment against the Issuer or any action to enforce the same,
or any other circumstances which may otherwise constitute a legal or equitable
discharge of a surety or guarantor. The Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
merger, insolvency or bankruptcy of the Issuer, any right to require a
proceeding first against the Issuer, protest or notice with respect to any such
Security or the indebtedness evidenced thereby and all demands whatsoever, and
covenants that this Guarantee will not be discharged except by payment in full
of the principal of, any premium and interest on, and any

                                     - 52 -

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additional amounts and sinking fund payments required with respect to, the
Securities and the complete performance of all other obligations contained in
the Securities. The Guarantor further agrees, to the fullest extent that it
lawfully may do so, that, as between the Guarantor, on the one hand, and the
Holders and the Trustee, on the other hand, the maturity of the obligations
guaranteed hereby may be accelerated as provided in Section 4.01 hereof for the
purposes of this Guarantee, notwithstanding any stay, injunction or prohibition
extant under any bankruptcy, insolvency, reorganization or other similar law of
any jurisdiction preventing such acceleration in respect of the obligations
guaranteed hereby.

          Section 12.04. Reinstatement. This Guarantee shall continue to be
effective or be reinstated, as the case may be, if at any time payment on any
Security, in whole or in part, is rescinded or must otherwise be restored to the
Issuer or the Guarantor upon the bankruptcy, liquidation or reorganization of
the Issuer or otherwise.

          Section 12.05. Subrogation. The Guarantor shall be subrogated to all
rights of the Holder of any Security against the Issuer in respect of any
amounts paid to such Holder by the Guarantor pursuant to the provisions of this
Guarantee; provided, however, that the Guarantor shall not be entitled to
enforce, or to receive any payments arising out of or based upon, such right of
subrogation until the principal of, any premium and interest on, and any
additional amounts and sinking fund payments required with respect to, all
Securities shall have been paid in full.

          Section 12.06. Assumption by Guarantor.

          (a)  The Guarantor may, without the consent of the Holders, assume all
of the rights and obligations of the Issuer hereunder with respect to a series
of Securities and under the Securities of such series if, after giving effect to
such assumption, no Event of Default or event which with the giving of notice or
lapse of time, or both, would become an Event of Default, shall have occurred
and be continuing. Upon such an assumption, the Guarantor shall execute a
supplemental indenture evidencing its assumption of all such rights and
obligations of the Issuer and the Issuer shall be released from its liabilities
hereunder and under such Securities as obligor on the Securities of such Series.

          (b)  The Guarantor shall assume all of the rights and obligations of
the Issuer hereunder with respect to a series of Securities and under the
Securities of such series if, upon a default by the Issuer in the due and
punctual payment of the principal, sinking fund payment, if any, premium, if
any, or interest on such Securities, the Guarantor is prevented by any court
order or judicial proceeding from fulfilling its obligations under Section 12.01
with respect to such series of Securities. Such assumption shall result in the
Securities of such series becoming the direct obligations of the Guarantor and
shall be effected without the consent of the Holders of the Securities of any
Series. Upon such an assumption, the Guarantor shall execute a supplemental
indenture evidencing its assumption of all such rights and obligations of the
Issuer, and the Issuer shall be released from its liabilities hereunder and
under such Securities as obligor on the Securities of such Series.

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                                   ARTICLE 13.

                           SUBORDINATION OF SECURITIES

          Section 13.01. Agreement to Subordinate. Each of the Issuer and the
Guarantor 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 13.02. 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 or the Guarantor or to its creditors, as such,
or to its assets, or (b) any liquidation, dissolution or other winding up of the
Issuer or the Guarantor, 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 or
the Guarantor, 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 or the
Guarantor 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 or the Guarantor 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 or the Guarantor being subordinated to the
payment of the Securities, before all 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 or the Guarantor 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.

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          For purposes of this Article only, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Issuer or the
Guarantor as reorganized or readjusted, or securities of the Issuer or the
Guarantor 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 or the Guarantor
with, or the merger of the Issuer or the Guarantor into, another legal entity or
the liquidation or dissolution of the Issuer or the Guarantor 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 13.03. 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 or the Guarantor being subordinated to the payment of
the Securities) shall be made by the Issuer or the Guarantor 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 or the
Guarantor 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 or the Guarantor, as the case may be.

          Section 13.04. 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 or the Guarantor, 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 or the Guarantor, as the case may be,
referred to in Section 13.02 or under the conditions described in Section 13.03,
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,

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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 13.05. 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 or the Guarantor which by its express terms is
subordinated to the indebtedness of the Issuer or the Guarantor, as the case may
be, 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 or the Guarantor, as the case may be, 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 or the Guarantor to or on account of the
Senior Debt.

          Section 13.06. 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 or the Guarantor, as the case may be, its
creditors other than holders of Senior Debt and the Holders of the Securities,
the obligation of the Issuer or the Guarantor, 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 or the Guarantor of the Holders of the
Securities and creditors of the Issuer or the Guarantor, as the case may be,
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 13.07. 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.

          Section 13.08. 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 the Guarantor or by any act or
failure to act, in good faith, by any such holder, or by any non-

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<PAGE>

compliance by the Issuer or the Guarantor 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 13.09. Notice to Trustee. The Issuer or the Guarantor shall
give prompt written notice to the Trustee of any fact known to the Issuer or the
Guarantor, as the case may be, 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 the Guarantor 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 13.10. Reliance on Judicial Order or Certificate of
Liquidating Agent. Upon any payment or distribution of assets of the Issuer or
the Guarantor 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 or the Guarantor, as the case may be, 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 13.11. 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
the Guarantor 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.

                                     - 57 -

<PAGE>

          Section 13.12. 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 13.13. 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.

                                     - 58 -

<PAGE>

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

                                        [__________________________]


                                        By:
                                           -------------------------------------


                                        TEVA PHARMACEUTICAL INDUSTRIES LIMITED


                                        By:
                                           -------------------------------------


                                        THE BANK OF NEW YORK, as Trustee


                                        By:
                                           -------------------------------------

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