Exhibit 4.1

          FORM OF INDENTURE TO BE ENTERED INTO BETWEEN CELGENE CORPORATION AND
                             A TRUSTEE TO BE NAMED

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                               CELGENE CORPORATION

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


                                    INDENTURE


                          Dated as of ____________ 200_



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



                                [Name of Trustee]

                                     Trustee


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


                             Senior Debt Securities












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                                TABLE OF CONTENTS

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                                                                                                               Page
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<S>                        <C>                                                                                <C>
ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE............................................................1
       Section 1.1.        Definitions...........................................................................1
       Section 1.2.        Other Definitions.....................................................................5
       Section 1.3.        Incorporation by Reference of Trust Indenture Act.....................................5
       Section 1.4.        Rules of Construction.................................................................6

ARTICLE II. SECURITIES...........................................................................................6
       Section 2.1.        Amount Unlimited; Issuable in Series..................................................6
       Section 2.2.        Establishment of Terms of Series of Securities........................................7
       Section 2.3.        Authentication and Delivery of Securities.............................................9
       Section 2.4.        Execution of Securities; Trustee's Certificate of Authentication; Form of Securities.10
       Section 2.5.        Registrar and Paying Agent...........................................................11
       Section 2.6.        Paying Agent to Hold Money in Trust..................................................11
       Section 2.7.        Securityholder Lists.................................................................12
       Section 2.8.        Transfer and Exchange................................................................12
       Section 2.9.        Mutilated, Destroyed, Lost and Stolen Securities.....................................12
       Section 2.10.       Outstanding Securities...............................................................13
       Section 2.11.       Treasury Securities..................................................................14
       Section 2.12.       Temporary Securities.................................................................14
       Section 2.13.       Cancellation.........................................................................14
       Section 2.14.       Defaulted Interest...................................................................14
       Section 2.15.       Global Securities....................................................................14
       Section 2.16.       CUSIP Numbers........................................................................16

ARTICLE III. REDEMPTION.........................................................................................16
       Section 3.1.        Notice to Trustee....................................................................16
       Section 3.2.        Selection of Securities to be Redeemed...............................................16
       Section 3.3.        Notice of Redemption.................................................................16
       Section 3.4.        Effect of Notice of Redemption.......................................................17
       Section 3.5.        Deposit of Redemption Price..........................................................17
       Section 3.6.        Securities Redeemed in Part..........................................................17

ARTICLE IV. COVENANTS...........................................................................................17
       Section 4.1.        Payment of Principal and Interest....................................................17
       Section 4.2.        SEC Reports..........................................................................18
       Section 4.3.        Compliance Certificate...............................................................18
       Section 4.4.        Stay, Extension and Usury Laws.......................................................18
       Section 4.5.        Corporate Existence..................................................................18
       Section 4.6.        Taxes................................................................................19

ARTICLE V. SUCCESSORS...........................................................................................19
       Section 5.1.        When Company May Merge, Etc..........................................................19
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                                       i

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<S>                        <C>                                                                                <C>
       Section 5.2.        Successor Corporation Substituted....................................................19

ARTICLE VI. DEFAULTS AND REMEDIES...............................................................................20
       Section 6.1.        Events of Default....................................................................20
       Section 6.2.        Acceleration of Maturity; Rescission and Annulment...................................21
       Section 6.3.        Collection of Indebtedness and Suits for Enforcement by Trustee......................22
       Section 6.4.        Trustee May File Proofs of Claim.....................................................23
       Section 6.5.        Trustee May Enforce Claims Without Possession of Securities..........................23
       Section 6.6.        Application of Money Collected.......................................................24
       Section 6.7.        Limitation on Suits..................................................................24
       Section 6.8.        Unconditional Right of Holders to Receive Principal and Interest.....................24
       Section 6.9.        Restoration of Rights and Remedies...................................................25
       Section 6.10.       Rights and Remedies Cumulative.......................................................25
       Section 6.11.       Delay or Omission Not Waiver.........................................................25
       Section 6.12.       Control by Holders...................................................................25
       Section 6.13.       Waiver of Past Defaults..............................................................26
       Section 6.14.       Undertaking for Costs................................................................26

ARTICLE VII. TRUSTEE............................................................................................26
       Section 7.1.        Duties of Trustee.................................................................. .26
       Section 7.2.        Rights of Trustee....................................................................28
       Section 7.3.        Individual Rights of Trustee.........................................................28
       Section 7.4.        Trustee's Disclaimer.................................................................28
       Section 7.5.        Notice of Defaults...................................................................28
       Section 7.6.        Reports by Trustee to Holders........................................................29
       Section 7.7.        Compensation and Indemnity...........................................................29
       Section 7.8.        Replacement of Trustee...............................................................30
       Section 7.9.        Successor Trustee by Merger, Etc.....................................................31
       Section 7.10.       Eligibility; Disqualification........................................................31
       Section 7.11.       Preferential Collection of Claims Against Company....................................31

ARTICLE VIII. SATISFACTION AND DISCHARGE; DEFEASANCE............................................................31
       Section 8.1.        Satisfaction and Discharge of Indenture..............................................31
       Section 8.2.        Application of Trust Funds; Indemnification..........................................32
       Section 8.3.        Legal Defeasance of Securities of any Series.........................................33
       Section 8.4.        Covenant Defeasance..................................................................34
       Section 8.5.        Repayment to Company.................................................................35

ARTICLE IX. AMENDMENTS AND WAIVERS..............................................................................36
       Section 9.1.        Without Consent of Holders...........................................................36
       Section 9.2.        With Consent of Holders..............................................................36
       Section 9.3.        Limitations..........................................................................37
       Section 9.4.        Compliance with Trust Indenture Act..................................................37
       Section 9.5.        Revocation and Effect of Consents....................................................37
       Section 9.6.        Notation on or Exchange of Securities................................................38
       Section 9.7.        Trustee Protected....................................................................38
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                                       ii
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<S>                        <C>                                                                                <C>
ARTICLE X. MISCELLANEOUS....................................................................................... 38
       Section 10.1.       Trust Indenture Act Controls.........................................................38
       Section 10.2.       Notices..............................................................................38
       Section 10.3.       Communication by Holders with Other Holders..........................................39
       Section 10.4.       Certificate and Opinion as to Conditions Precedent...................................39
       Section 10.5.       Statements Required in Certificate or Opinion........................................40
       Section 10.6.       Rules by Trustee and Agents..........................................................40
       Section 10.7.       Legal Holidays.......................................................................40
       Section 10.8.       No Recourse Against Others...........................................................40
       Section 10.9.       Counterparts.........................................................................40
       Section 10.10.      Governing Laws.......................................................................41
       Section 10.11.      No Adverse Interpretation of Other Agreements........................................41
       Section 10.12.      Successors...........................................................................41
       Section 10.13.      Severability.........................................................................41
       Section 10.14.      Table of Contents, Headings, etc.....................................................41
       Section 10.15.      Securities in a Foreign Currency.....................................................41
       Section 10.16.      Judgment Currency....................................................................42

ARTICLE XI. SINKING FUNDS.......................................................................................43
       Section 11.1.       Applicability of Article.............................................................43
       Section 11.2.       Satisfaction of Sinking Fund Payments with Securities................................43
       Section 11.3.       Redemption of Securities for Sinking Fund............................................43
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                                      iii
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                               CELGENE CORPORATION


         Reconciliation and tie between Trust Indenture Act of 1939 and
                   Indenture, dated as of _____________, 200_

Section 310 (a)(1)   ......................................      7.10
            (a)(2)   ......................................      7.10
            (a)(3)   ......................................      Not Applicable
            (a)(4)   ......................................      Not Applicable
            (a)(5)   ......................................      7.10
            (b)      ......................................      7.10
Section 311 (a)      ......................................      7.11
            (b)      ......................................      7.11
            (c)      ......................................      Not Applicable
Section 312 (a)      ......................................      2.7
            (b)      ......................................      10.3
            (c)      ......................................      10.3
Section 313 (a)      ......................................      7.6
            (b)(1)   ......................................      7.6
            (b)(2)   ......................................      7.6
            (c)(1)   ......................................      7.6
            (d)      ......................................      7.6
Section 314 (a)      ......................................      4.2, 10.5
            (b)      ......................................      Not Applicable
            (c)(1)   ......................................      10.4
            (c)(2)   ......................................      10.4
            (c)(3)   ......................................      Not Applicable
            (d)      ......................................      Not Applicable
            (e)      ......................................      10.5
            (f)      ......................................      Not Applicable
Section 315 (a)      ......................................      7.1
            (b)      ......................................      7.5
            (c)      ......................................      7.1
            (d)      ......................................      7.1
            (e)      ......................................      6.14
Section 316 (a)      ......................................      2.10
            (a)(1)(A)......................................      6.12
            (a)(1)(B)......................................      6.13
            (b)      ......................................      6.8
Section 317 (a)(1)   ......................................      6.3
            (a)(2)   ......................................      6.4
            (b)      ......................................      2.6
Section 318 (a)      ......................................      10.1

Note: This  reconciliation  and tie shall not, for any purpose,  be deemed to be
      part of the Indenture.

                                       iv
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                  Indenture dated as of __________200_ between Celgene
Corporation, a Delaware corporation (the "Company"), and [Name of Trustee], a
________________ ("Trustee").

                                   WITNESSETH

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

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

         NOW, THEREFORE:

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

                                   ARTICLE I.
                   DEFINITIONS AND INCORPORATION BY REFERENCE

         Section 1.1. Definitions.

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

                  "Corporate Trust Office" means the office of the Trustee at
which at any particular time its corporate trust business shall be principally
administered.

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

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

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

                                       2
<PAGE>

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

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

                  "Euro" means the single currency of participating member
states of the European Union.

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

                  "Foreign Currency" means any currency or currency unit issued
by a government other than the government of the United States of America.

                  "Foreign Government Obligations" means with respect to
Securities of any Series that are denominated in a Foreign Currency, (i) direct
obligations of the government that issued or caused to be issued such currency
for the payment of which obligations its full faith and credit is pledged or
(ii) obligations of a person controlled or supervised by or acting as an agency
or instrumentality of such government the timely payment of which is
unconditionally guaranteed as a full faith and credit obligation by such
government, which, in either case under clauses (i) or (ii), are not callable or
redeemable at the option of the issuer thereof.

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

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

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

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

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

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

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

                                       3
<PAGE>

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

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

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

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

                  "SEC" means the Securities and Exchange Commission.

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

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

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

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

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

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

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

                                       4
<PAGE>

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

                  "U.S. Government Obligations" means securities which are (i)
direct obligations of the United States of America for the payment of which its
full faith and credit is pledged or (ii) obligations of a person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, and which in either case
under clauses (i) and (ii) are not callable or redeemable at the option of the
issuer thereof, and shall also include a depository receipt issued by a bank or
trust company as custodian with respect to any such U.S. Government Obligation
or a specific payment of interest on or principal of any such U.S. Government
Obligation held by such custodian for the account of the holder of a depository
receipt, provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such
depository receipt from any amount received by the custodian in respect of the
U.S. Government Obligation evidenced by such depository receipt.

         Section 1.2. Other Definitions.

                                                                     DEFINED IN
TERM                                                                  SECTION
----                                                                 --------
"Bankruptcy Law"                                                        6.1
"Custodian"                                                             6.1
"Event of Default"                                                      6.1
"Judgment Currency"                                                    10.16
"Legal Holiday"                                                         10.7
"mandatory sinking fund payment"                                        11.1
"Market Exchange Rate"                                                 10.15
"New York Banking Day"                                                 10.16
"optional sinking fund payment"                                         11.1
"Paying Agent"                                                          2.5
"Registrar"                                                             2.5
"Required Currency"                                                    10.16
"Service Agent"                                                         2.5
"successor person"                                                      5.1


         Section 1.3. Incorporation by Reference of Trust Indenture Act.

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

                                       5
<PAGE>

                  "Commission" means the SEC.

                  "indenture securities" means the Securities.

                  "indenture security holder" means a Securityholder.

                  "indenture to be qualified" means this Indenture.

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

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

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

         Section 1.4. Rules of Construction.

                  Unless the context otherwise requires:

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

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

                  (c) "or" is not exclusive;

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

                  (e) provisions apply to successive events and transactions.

                                  ARTICLE II.
                                   SECURITIES

         Section 2.1. Amount Unlimited; Issuable in Series.

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

                                       6
<PAGE>

differ  between  Series in respect of any matters,  provided  that all Series of
Securities  shall  be  equally  and  ratably  entitled  to the  benefits  of the
Indenture.

         Section 2.2. Establishment of Terms of Series of Securities.

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

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

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

                  2.2.3.  any limit upon the aggregate  principal  amount of the
Securities of the Series which may be  authenticated  and  delivered  under this
Indenture  (except for Securities  authenticated and delivered upon registration
of transfer  of, or in  exchange  for, or in lieu of,  other  Securities  of the
Series pursuant to Section 2.8, 2.9, 2.10, 3.6 or 9.6);

                  2.2.4.  date or dates on which the principal of the Securities
of the Series is payable;

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

                  2.2.6.  the  place  or  places  where  the  principal  of  and
interest,  if any, on the  Securities  of the Series  shall be  payable,  or the
method of such payment, if by wire transfer, mail or other means;

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

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

                  2.2.9.  the dates, if any, on which and the price or prices at
which the  Securities  of the Series will be  repurchased  by the Company at the
option of the Holders  thereof and other  detailed  terms and provisions of such
repurchase obligations;

                                       7
<PAGE>

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

                  2.2.11. the forms of the Securities of the Series in bearer or
fully registered form (and, if in fully registered form,  whether the Securities
will be issuable as Global Securities);

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

                  2.2.13.  the currency of denomination of the Securities of the
Series, which may be Dollars or any Foreign Currency, including, but not limited
to, the Euro, and if such currency of denomination is a composite  currency
other than the Euro, the agency or organization, if any, responsible for
overseeing such composite currency;

                  2.2.14.  the  designation  of  the  currency,   currencies  or
currency units in which payment of the principal of and interest, if any, on the
Securities of the Series will be made;

                  2.2.15.  if payments of principal of or interest, if any, on
the  Securities  of the  Series  are to be  made in one or  more  currencies or
currency  units  other  than  that  or  those  in  which  such   Securities are
denominated, the manner in which the exchange rate with respect to such payments
will be determined;

                  2.2.16.  the  manner  in  which  the  amounts  of  payment  of
principal  of or  interest on, if any,  the  Securities  of the Series  will be
determined,  if such amounts may be determined by reference to an index based on
a currency or currencies or by reference to a commodity,  commodity index, stock
exchange index or financial index;

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

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

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

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

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

                                       8
<PAGE>

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

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

         Section 2.3. Authentication and Delivery of Securities.

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

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

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

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

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

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

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

                      (c) that such Securities, when authenticated and delivered
                      by the Trustee and executed and issued by the Company in
                      the manner and subject to any conditions specified in such
                      Opinion of Counsel, will be valid and binding obligations
                      of the Company, except as any rights thereunder may be
                      limited by bankruptcy, insolvency and other similar

                                       9
<PAGE>

                      laws affecting the enforcement of creditor's rights
                      generally and by general equity principles;

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

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

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

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

         2.4.1. Two Officers shall sign the Securities for the Company by manual
or facsimile signature.

                  If an Officer whose signature is on a Security no longer holds
that office at the time the Security is authenticated, the Security shall
nevertheless be valid.

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

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

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

         2.4.3. The Securities of each series shall be substantially of the
tenor and purport as shall be authorized by a Board Resolution or in an
indenture or indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification or designation and such legends or endorsements thereon as the
Board of Directors of the Company may deem appropriate and as are not
inconsistent with the

                                       10
<PAGE>

provisions of this Indenture, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or regulation
of any stock exchange on which the Securities may be listed, or to conform to
usage.

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

         Section 2.5. Registrar and Paying Agent.

                  The Company shall maintain, with respect to each Series of
Securities, at the place or places specified with respect to such Series
pursuant to Section 2.2, an office or agency where Securities of such Series may
be presented or surrendered for payment ("Paying Agent"), where Securities of
such Series may be surrendered for registration of transfer or exchange
("Registrar") and where notices and demands to or upon the Company in respect of
the Securities of such Series and this Indenture may be served ("Service
Agent"). The Registrar shall keep a register with respect to each Series of
Securities and to their transfer and exchange. The Company will give prompt
written notice to the Trustee of the name and address, and any change in the
name or address, of each Registrar, Paying Agent or Service Agent. If at any
time the Company shall fail to maintain any such required Registrar, Paying
Agent or Service Agent or shall fail to furnish the Trustee with the name and
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.

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

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

         Section 2.6. Paying Agent to Hold Money in Trust.

                  The Company shall require each Paying Agent other than the
Trustee to agree in writing that the Paying Agent will hold in trust, for the
benefit of Securityholders of any Series of Securities, or the Trustee, all
money held by the Paying Agent for the payment of principal of or interest on
the Series of Securities, and will notify the Trustee of any default by the
Company in making any such payment. While any such default continues, the
Trustee may require

                                       11
<PAGE>

a Paying Agent to pay all money held by it to the Trustee. The Company at any
time may require a Paying Agent to pay all money held by it to the Trustee. Upon
payment over to the Trustee, the Paying Agent (if other than the Company or a
Subsidiary) shall have no further liability for the money. If the Company or a
Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of Securityholders of any Series of Securities all money
held by it as Paying Agent.

         Section 2.7. Securityholder Lists.

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

         Section 2.8. Transfer and Exchange.

                  Where Securities of a Series are presented to the Registrar
with a request to register a transfer or to exchange them for an equal principal
amount of Securities of the same Series, the Registrar shall register the
transfer or make the exchange if its requirements for such transactions are met.
To permit registrations of transfers and exchanges, the Trustee shall
authenticate Securities at the Registrar's request. No service charge shall be
made for any registration of transfer or exchange (except as otherwise expressly
permitted herein), but the Company may require payment of a sum sufficient to
cover any transfer tax or similar governmental charge payable in connection
therewith (other than any such transfer tax or similar governmental charge
payable upon exchanges pursuant to Sections 2.12, 3.6 or 9.6).

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

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

                  If any mutilated Security is surrendered to the Trustee, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same Series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

                  If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
and (ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon its request the Trustee shall
authenticate and make available for delivery, in lieu of any such destroyed,
lost or stolen

                                       12
<PAGE>

Security, a new Security of the same Series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

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

                  Upon the issuance of any new Security under this Section 2.9,
the Company may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

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

                  The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities.

         Section 2.10. Outstanding Securities.

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

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

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

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

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

                                       13
<PAGE>

         Section 2.11. Treasury Securities.

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

         Section 2.12. Temporary Securities.

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

         Section 2.13. Cancellation.

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

         Section 2.14. Defaulted Interest.

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

         Section 2.15. Global Securities.

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

                  2.15.2. Transfer and Exchange. Notwithstanding any provisions
to the contrary contained in Section 2.8 of the Indenture and in addition
thereto, any Global Security shall be

                                       14
<PAGE>

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

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

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

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

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

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

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

                                       15
<PAGE>

         Section 2.16. CUSIP Numbers.

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

                                  ARTICLE III.
                                   REDEMPTION

         Section 3.1. Notice to Trustee.

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

         Section 3.2. Selection of Securities to be Redeemed.

                  Unless otherwise indicated for a particular Series by a Board
Resolution, a supplemental indenture or an Officers' Certificate, if less than
all the Securities of a Series are to be redeemed, the Trustee shall select the
Securities of the Series to be redeemed in any manner that the Trustee deems
fair and appropriate. The Trustee shall make the selection from Securities of
the Series outstanding not previously called for redemption. The Trustee may
select for redemption portions of the principal of Securities of the Series that
have denominations larger than $1,000. Securities of the Series and portions of
them it selects shall be in amounts of $1,000 or whole multiples of $1,000 or,
with respect to Securities of any Series issuable in other denominations
pursuant to Section 2.2.10, the minimum principal denomination for each Series
and integral multiples thereof. Provisions of this Indenture that apply to
Securities of a Series called for redemption also apply to portions of
Securities of that Series called for redemption.

         Section 3.3. Notice of Redemption.

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

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

                                       16
<PAGE>

                  (a) the redemption date;

                  (b) the redemption price;

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

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

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

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

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

         Section 3.4. Effect of Notice of Redemption.

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

         Section 3.5. Deposit of Redemption Price.

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

         Section 3.6. Securities Redeemed in Part.

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

                                  ARTICLE IV.
                                    COVENANTS

         Section 4.1. Payment of Principal and Interest.

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

                                       17
<PAGE>

         Section 4.2. SEC Reports.

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

         Section  4.3. Compliance Certificate.

                  The Company shall deliver to the Trustee, within 90 days after
the end of each fiscal year of the Company, an Officers' Certificate stating
that a review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Company has kept, observed,
performed and fulfilled its obligations under this Indenture, and further
stating, as to each such Officer signing such certificate, that to the best of
his knowledge the Company has kept, observed, performed and fulfilled each and
every covenant contained in this Indenture and is not in default in the
performance or observance of any of the terms, provisions and conditions hereof
(or, if a Default or Event of Default shall have occurred, describing all such
Defaults or Events of Default of which he may have knowledge).

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

         Section 4.4. Stay, Extension and Usury Laws.

                  The Company covenants (to the extent that it may lawfully do
so) that it will not at any time insist upon, plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay, extension or usury law
wherever enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of this Indenture or the Securities; and the
Company (to the extent it may lawfully do so) hereby expressly waives all
benefit or advantage of any such law and covenants that it will not, by resort
to any such law, hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law has been enacted.

         Section 4.5. Corporate Existence.

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

                                       18
<PAGE>

Company and its Subsidiaries taken as a whole and that the loss thereof is not
adverse in any material respect to the Holders.

         Section 4.6. Taxes.

                  The Company shall, and shall cause each of its Significant
Subsidiaries to, pay prior to delinquency all taxes, assessments and
governmental levies, except as contested in good faith and by appropriate
proceedings.

                                   ARTICLE V.
                                   SUCCESSORS

         Section 5.1. When Company May Merge, Etc.

                  The Company shall not consolidate with or merge into, or
convey, transfer or lease all or substantially all of its properties and assets
to, any person (a "successor person"), and may not permit any person to merge
into, or convey, transfer or lease its properties and assets substantially as an
entirety to, the Company, unless:

                  (a) the successor person (if any) is a corporation,
         partnership, trust or other entity organized and validly existing under
         the laws of any U.S. domestic jurisdiction and expressly assumes the
         Company's obligations on the Securities and under this Indenture and

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

                  The Company shall deliver to the Trustee prior to the
consummation of the proposed transaction an Officers' Certificate to the
foregoing effect and an Opinion of Counsel stating that the proposed transaction
and such supplemental indenture comply with this Indenture.

         Section 5.2. Successor Corporation Substituted.

                  Upon any consolidation or merger, or any sale, lease,
conveyance or other disposition of all or substantially all of the assets of the
Company in accordance with Section 5.1, the successor corporation formed by such
consolidation or into or with which the Company is merged or to which such sale,
lease, conveyance or other disposition is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor person has been named
as the Company herein; provided, however, that the predecessor Company in the
case of a sale, lease, conveyance or other disposition shall not be released
from the obligation to pay the principal of and interest, if any, on the
Securities.

                                       19
<PAGE>

                                  ARTICLE VI.
                              DEFAULTS AND REMEDIES

         Section 6.1. Events of Default.

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

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

                  (b) default in the payment of the principal of any Security of
         that Series at its Maturity; or

                  (c) default in the deposit of any sinking fund payment, when
         and as due in respect of any Security of that Series; or

                  (d) default in the performance or breach of any covenant or
         warranty of the Company in this Indenture (other than a covenant or
         warranty that has been included in this Indenture solely for the
         benefit of Series of Securities other than that Series), which default
         continues uncured for a period of 60 days after there has been given,
         by registered or certified mail, to the Company by the Trustee or to
         the Company and the Trustee by the Holders of at least 25% in principal
         amount of the outstanding Securities of that Series a written notice
         specifying such default or breach and requiring it to be remedied and
         stating that such notice is a "Notice of Default" hereunder; or

                  (e) the Company or any of its Significant Subsidiaries
         pursuant to or within the meaning of any Bankruptcy Law:

                      (i) commences a voluntary case,

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

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

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

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

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

                                       20
<PAGE>

                      (i) is for relief against the Company or any of its
                  Significant Subsidiaries in an involuntary case,

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

                      (iii) orders the liquidation of the Company or any of its
                  Significant Subsidiaries,

and the order or decree remains unstayed and in effect for 60 days; or

                  (g) any other Event of Default provided with respect to
         Securities of that Series, which is specified in a Board Resolution, a
         supplemental indenture hereto or an Officers' Certificate, in
         accordance with subparagraph 2.2.19.

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

         Section 6.2. Acceleration of Maturity; Rescission and Annulment.

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

                  At any time after such a declaration of acceleration with
respect to any Series has been made and before a judgment or decree for payment
of the money due has been obtained by the Trustee as hereinafter in this Article
VI provided, the Holders of a majority in principal amount of the outstanding
Securities of that Series, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if:

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

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

                      (ii) the principal of any Securities of that Series which
                  have become due otherwise than by such declaration of
                  acceleration and interest thereon at the rate or rates
                  prescribed therefor in such Securities,

                                       21
<PAGE>

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

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

and

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

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

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

                  The Company covenants that if

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

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

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

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

                  If the Company fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and
unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Company or any other obligor upon such Securities
and collect the moneys adjudged or deemed to be payable in the manner provided
by law out of the property of the Company or any other obligor upon such
Securities, wherever situated.

                  If an Event of Default with respect to any Securities of any
Series occurs and is continuing, the Trustee may in its discretion proceed to
protect and enforce its rights and the

                                       22
<PAGE>

rights of the Holders of Securities of such Series by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any
such rights, whether for the specific enforcement of any covenant or agreement
in this Indenture or in aid of the exercise of any power granted herein, or to
enforce any other proper remedy.

         Section 6.4. Trustee May File Proofs of Claim.

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

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

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

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

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

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

                                       23
<PAGE>

         Section 6.6. Application of Money Collected.

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

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

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

                  Third:  To the Company.

         Section 6.7. Limitation on Suits.

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

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

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

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

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

                  (e) no direction inconsistent with such written request has
         been given to the Trustee during such 60-day period by the Holders of a
         majority in principal amount of the outstanding Securities of that
         Series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all such
Holders.

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

                  Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of

                                       24
<PAGE>

and interest, if any, on such Security on the Stated Maturity or Stated
Maturities expressed in such Security (or, in the case of redemption, on the
redemption date) and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such Holder.

         Section 6.9. Restoration of Rights and Remedies.

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

         Section 6.10. Rights and Remedies Cumulative.

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

         Section 6.11. Delay or Omission Not Waiver.

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

         Section 6.12. Control by Holders.

                  The Holders of a majority in principal amount of the
outstanding Securities of any Series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee, with respect
to the Securities of such Series, provided that

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

                  (b) the Trustee may take any other action deemed proper by the
         Trustee which is not inconsistent with such direction, and

                                       25
<PAGE>

                  (c) subject to the provisions of Section 6.1, the Trustee
         shall have the right to decline to follow any such direction if the
         Trustee in good faith shall, by a Responsible Officer of the Trustee,
         determine that the proceeding so directed would involve the Trustee in
         personal liability.

         Section 6.13. Waiver of Past Defaults.

                  The Holders of not less than a majority in principal amount of
the outstanding Securities of any Series may on behalf of the Holders of all the
Securities of such Series waive any past Default hereunder with respect to such
Series and its consequences, except a Default in the payment of the principal of
or interest on any Security of such Series (provided, however, that the Holders
of a majority in principal amount of the outstanding Securities of any Series
may rescind an acceleration and its consequences, including any related payment
default that resulted from such acceleration). Upon any such waiver, such
Default shall cease to exist, and any Event of Default arising therefrom shall
be deemed to have been cured, for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other Default or impair any right
consequent thereon.

         Section  6.14. Undertaking for Costs.

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

                                  ARTICLE VII.
                                     TRUSTEE

         Section 7.1. Duties of Trustee.

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

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

                      (i) The Trustee need perform only those duties that are
                  specifically set forth in this Indenture and no others.

                                       26
<PAGE>

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

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

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

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

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

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

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

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

                  (g) No provision of this Indenture shall require the Trustee
         to risk its own funds or otherwise incur any financial liability in the
         performance of any of its duties, or in the exercise of any of its
         rights or powers, if it shall have reasonable grounds for believing
         that repayment of such funds or adequate indemnity against such risk is
         not reasonably assured to it.

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



                                       27
<PAGE>

         Section 7.2. Rights of Trustee.

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

                  (b) Before the Trustee acts or refrains from acting, it may
         require an Officers' Certificate or an Opinion of Counsel. The Trustee
         shall not be liable for any action it takes or omits to take in good
         faith in reliance on such Officers' Certificate or Opinion of Counsel.

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

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

                  (e) The Trustee may consult with counsel and the advice of
         such counsel or any Opinion of Counsel shall be full and complete
         authorization and protection in respect of any action taken, suffered
         or omitted by it hereunder in good faith and in reliance thereon.

                  (f) The Trustee shall be under no obligation to exercise any
         of the rights or powers vested in it by this Indenture at the request
         or direction of any of the Holders of Securities unless such Holders
         shall have offered to the Trustee reasonable security or indemnity
         against the costs, expenses and liabilities which might be incurred by
         it in compliance with such request or direction.

         Section 7.3. Individual Rights of Trustee.

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

         Section 7.4. Trustee's Disclaimer.

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

         Section 7.5. Notice of Defaults.

                  If a Default or Event of Default occurs and is continuing with
respect to the Securities of any Series and if it is known to a Responsible
Officer of the Trustee, the Trustee

                                       28
<PAGE>

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

         Section 7.6. Reports by Trustee to Holders.

                  Within 60 days after May 15 in each year, the Trustee shall
transmit by mail to all Securityholders, as their names and addresses appear on
the register kept by the Registrar and, if any Bearer Securities are
outstanding, publish in an Authorized Newspaper, a brief report dated as of such
May 15, in accordance with, and to the extent required under, TIA Section 313.

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

         Section 7.7. Compensation and Indemnity.

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

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

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

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

                                       29
<PAGE>

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

         Section 7.8. Replacement of Trustee.

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

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

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

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

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

                  (d) the Trustee becomes incapable of acting.

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

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

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

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

                                       30
<PAGE>

Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the
Company's obligations under Section 7.7 hereof shall continue for the benefit of
the retiring trustee with respect to reasonable expenses and liabilities
incurred by it prior to such replacement.

         Section 7.9. Successor Trustee by Merger, Etc.

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

         Section 7.10. Eligibility; Disqualification.

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

         Section 7.11. Preferential Collection of Claims Against Company.

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

                                 ARTICLE VIII.
                     SATISFACTION AND DISCHARGE; DEFEASANCE

         Section 8.1. Satisfaction and Discharge of Indenture.

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

                  (a) either

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

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

                           (1) have become due and payable, or

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

                           (3) are to be called for redemption within one year
                      under arrangements satisfactory to the Trustee for the
                      giving of

                                       31
<PAGE>

                      notice of redemption by the Trustee in the name, and at
                      the expense, of the Company, or

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

and the Company, in the case of (1), (2) or (3) above, has deposited or caused
to be deposited with the Trustee as trust funds in trust an amount sufficient
for the purpose of paying and discharging the entire indebtedness on such
Securities not theretofore delivered to the Trustee for cancellation, for
principal and interest to the date of such deposit (in the case of Securities
which have become due and payable on or prior to the date of such deposit) or to
the Stated Maturity or redemption date, as the case may be;

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

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

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

         Section 8.2. Application of Trust Funds; Indemnification.

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

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

                  (c) The Trustee shall deliver or pay to the Company from time
         to time upon Company Request any U.S. Government Obligations or Foreign
         Government Obligations or money held by it as provided in Sections 8.3
         or 8.4 which, in the opinion of a nationally recognized firm of
         independent certified public accountants expressed in a

                                       32
<PAGE>

         written certification thereof delivered to the Trustee, are then in
         excess of the amount thereof which then would have been required to be
         deposited for the purpose for which such U.S. Government Obligations or
         Foreign Government Obligations or money were deposited or received.
         This provision shall not authorize the sale by the Trustee of any U.S.
         Government Obligations or Foreign Government Obligations held under
         this Indenture.

         Section 8.3. Legal Defeasance of Securities of any Series.

                  Unless this Section 8.3 is otherwise specified, pursuant to
subparagraph 2.2.21, to be inapplicable to Securities of any Series, the Company
shall be deemed to have paid and discharged the entire indebtedness on all the
outstanding Securities of such Series on the 91st day after the date of the
deposit referred to in subparagraph (c)(1) hereof, and the provisions of this
Indenture, as it relates to such outstanding Securities of such Series, shall no
longer be in effect (and the Trustee, at the expense of the Company, shall, at
Company Request, execute proper instruments acknowledging the same), except as
to:

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

                  (b) the provisions of Sections 2.5, 2.8, 2.9, 8.2, 8.3 and
         8.5; and

                  (c) the rights, powers, trust and immunities of the Trustee
         hereunder;

provided that, the following conditions shall have been satisfied:

                      (1) the Company shall have deposited or caused to be
                  deposited irrevocably 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 such Securities (i) in the case of Securities
                  of such Series denominated in Dollars, cash in Dollars (or
                  such other money or currencies as shall then be legal tender
                  in the United States) and/or U.S. Government Obligations, or
                  (ii) in the case of Securities of such Series denominated in a
                  Foreign Currency (other than a composite currency), money
                  and/or Foreign Government Obligations, which through the
                  payment of interest and principal in respect thereof, in
                  accordance with their terms, will provide (and without
                  reinvestment and assuming no tax liability will be imposed on
                  such Trustee), not later than one day before the due date of
                  any payment of money, an amount in cash, 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 and discharge each
                  installment of principal (including mandatory sinking fund or
                  analogous payments) of and interest, if any, on all the
                  Securities of such Series on the dates such installments of
                  interest or principal are due;

                                       33
<PAGE>


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

                      (3) no Default or Event of Default with respect to the
                  Securities of such Series shall have occurred and be
                  continuing on the date of such deposit or during the period
                  ending on the 91st day after such date;

                      (4) the Company shall have delivered to the Trustee an
                  Officers' Certificate and an Opinion of Counsel to the effect
                  that (i) the Company has received from, or there has been
                  published by, the Internal Revenue Service a ruling, or (ii)
                  since the date of execution of this Indenture, there has been
                  a change in the applicable Federal income tax law, in either
                  case to the effect that, and based thereon such Opinion of
                  Counsel shall confirm 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 deposit,
                  defeasance and discharge and will be subject to Federal income
                  tax on the same amount and in the same manner and at the same
                  times as would have been the case if such deposit, defeasance
                  and discharge had not occurred;

                      (5) the Company shall have delivered to the Trustee an
                  Officers' Certificate stating that the deposit was not made by
                  the Company with the intent of preferring the Holders of the
                  Securities of such Series over any other creditors of the
                  Company or with the intent of defeating, hindering, delaying
                  or defrauding any other creditors of the Company;

                      (6) such deposit shall not result in the trust arising
                  from such deposit constituting an investment company (as
                  defined in the Investment Company Act of 1940, as amended), or
                  such trust shall be qualified under such Act or exempt from
                  regulation thereunder; and

                      (7) the Company shall have delivered to the Trustee an
                  Officers' Certificate and an Opinion of Counsel, each stating
                  that all conditions precedent provided for relating to the
                  defeasance contemplated by this Section 8.3 have been complied
                  with.

         Section  8.4. Covenant Defeasance.

                  Unless this Section 8.4 is otherwise specified pursuant to
subparagraph 2.2.21 to be inapplicable to Securities of any Series, on and after
the 91st day after the date of the deposit referred to in subparagraph (a)
hereof, the Company may omit to comply with any term, provision or condition set
forth under Sections 4.2, 4.3, 4.4, 4.5, 4.6, and 5.1 as well as any additional
covenants contained in a supplemental indenture hereto for a particular Series
of Securities or a Board Resolution or an Officers' Certificate delivered
pursuant to Section 2.2.21 (and the failure to comply with any such covenants
shall not constitute a Default or Event of Default under Section 6.1) and the
occurrence of any event described in clause (e) of Section 6.1 shall not
constitute a Default or Event of Default hereunder, with respect to the
Securities of such Series, provided that the following conditions shall have
been satisfied:

                                       34
<PAGE>

                  (a) With reference to this Section 8.4, the Company has
         deposited or caused to be irrevocably deposited (except as provided in
         Section 8.2(c)) with the Trustee as trust funds in trust, specifically
         pledged as security for, and dedicated solely to, the benefit of the
         Holders of such Securities (i) in the case of Securities of such Series
         denominated in Dollars, cash in Dollars (or such other money or
         currencies as shall then be legal tender in the United States) and/or
         U.S. Government Obligations, or (ii) in the case of Securities of such
         Series denominated in a Foreign Currency (other than a composite
         currency), money and/or Foreign Government Obligations, which through
         the payment of interest and principal in respect thereof, in accordance
         with their terms, will provide (and without reinvestment and assuming
         no tax liability will be imposed on such Trustee), not later than one
         day before the due date of any payment of money, an amount in cash,
         sufficient, in the opinion of a nationally recognized firm of
         independent certified public accountants expressed in a written
         certification thereof delivered to the Trustee, to pay principal and
         interest, if any, on and any mandatory sinking fund in respect of the
         Securities of such Series on the dates such installments of interest or
         principal are due;

                  (b) Such deposit will not result in a breach or violation of,
         or constitute a default under, this Indenture or any other agreement or
         instrument to which the Company is a party or by which it is bound;

                  (c) No Default or Event of Default with respect to the
         Securities of such Series shall have occurred and be continuing on the
         date of such deposit or during the period ending on the 91st day after
         such date;

                  (d) the Company shall have delivered to the Trustee an Opinion
         of Counsel confirming that Holders of the Securities of such Series
         will not recognize income, gain or loss for Federal income tax purposes
         as a result of such deposit and 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 deposit and defeasance
         had not occurred;

                  (e) the Company shall have delivered to the Trustee an
         Officers' Certificate stating the deposit was not made by the Company
         with the intent of preferring the Holders of the Securities of such
         Series over any other creditors of the Company or with the intent of
         defeating, hindering, delaying or defrauding any other creditors of the
         Company; and

                  (f) The Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that all
         conditions precedent herein provided for relating to the defeasance
         contemplated by this Section 8.4 have been complied with.

         Section 8.5. Repayment to Company.

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

                                       35
<PAGE>

                                  ARTICLE IX.
                             AMENDMENTS AND WAIVERS

         Section 9.1. Without Consent of Holders.

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

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

                  (b) to comply with Article V;

                  (c) to provide for uncertificated Securities in addition to or
         in place of certificated Securities, and to convey, transfer, assign,
         mortgage or pledge to the Trustee as security for the Securities of one
         or more Series any property or assets;

                  (d) to make any change that does not adversely affect the
         rights of any Securityholder;

                  (e) to provide for the issuance of and establish the form and
         terms and conditions of Securities of any Series as permitted by this
         Indenture;

                  (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; or

                  (g) to comply with requirements of the SEC in order to effect
         or maintain the qualification of this Indenture under the TIA.

         Section 9.2. With Consent of Holders.

                  The Company and the Trustee may enter into a supplemental
indenture with the written consent of the Holders of at least a majority in
principal amount of the outstanding Securities of each Series affected by such
supplemental indenture (including consents obtained in connection with a tender
offer or exchange offer for the Securities of such Series), 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 Securityholders of each such Series. Except as
provided in Section 6.13, the Holders of at least a majority in principal amount
of the outstanding Securities of each Series affected by such waiver by notice
to the Trustee (including consents obtained in connection with a tender offer or
exchange offer for the Securities of such Series) may waive compliance by the
Company with any provision of this Indenture or the Securities with respect to
such Series.

                  It shall not be necessary for the consent of the Holders of
Securities under this Section 9.2 to approve the particular form of any proposed
supplemental indenture or waiver, but it shall be sufficient if such consent
approves the substance thereof. After a supplemental indenture or waiver under
this Section 9.2 becomes effective, the Company shall mail to the Holders of
Securities affected thereby and, if any Bearer Securities affected thereby are

                                       36
<PAGE>

outstanding, publish on one occasion in an Authorized Newspaper, a notice
briefly describing the supplemental indenture or waiver. Any failure by the
Company to mail or publish such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture or waiver.

         Section 9.3. Limitations.

                  Nothwithstanding the foregoing, without the consent of each
Securityholder affected, an amendment or waiver may not:

                  (a) change the amount of Securities whose Holders must consent
         to an amendment, supplement or waiver;

                  (b) reduce the rate of or extend the time for payment of
         interest (including default interest) on any Security;

                  (c) reduce the principal or change the Stated Maturity of any
         Security or reduce the amount of, or postpone the date fixed for, the
         payment of any sinking fund or analogous obligation;

                  (d) reduce the principal amount of Discount Securities payable
         upon acceleration of the maturity thereof;

                  (e) waive a Default or Event of Default in the payment of the
         principal of or interest, if any, on any Security (except a rescission
         of acceleration of the Securities of any Series by the Holders of at
         least a majority in principal amount of the outstanding Securities of
         such Series and a waiver of the payment default that resulted from such
         acceleration);

                  (f) make the principal of or interest, if any, on any Security
         payable in any currency other than that stated in the Security;

                  (g) make any change in Sections 6.8, 6.13, 9.3 (this
         sentence), 10.15 or 10.16; or

                  (h) waive a redemption payment with respect to any Security or
         change any of the provisions with respect to the redemption of any
         Securities.

         Section 9.4. Compliance with Trust Indenture Act.

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

         Section 9.5. Revocation and Effect of Consents.

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

                                       37
<PAGE>

Holder may revoke the consent as to his Security or portion of a Security if the
Trustee receives the notice of revocation before the date the amendment or
waiver becomes effective.

                  Any amendment or waiver once effective shall bind every
Securityholder of each Series affected by such amendment or waiver unless it is
of the type described in any of clauses (a) through (h) of Section 9.3. In that
case, the amendment or waiver shall bind each Holder of a Security who has
consented to it and every subsequent Holder of a Security or portion of a
Security that evidences the same debt as the consenting Holder's Security.

         Section 9.6. Notation on or Exchange of Securities.

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

         Section 9.7. Trustee Protected.

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

                                   ARTICLE X.
                                  MISCELLANEOUS

         Section 10.1. Trust Indenture Act Controls.

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

         Section 10.2. Notices.

                  Any notice or communication by the Company or the Trustee to
the other is duly given if in writing and delivered in person or mailed by
first-class mail:

if to the Company:

                                Celgene Corporation
                                7 Powder Horn Drive
                                Warren, New Jersey 07059
                                Attention:  Chief Executive Officer

if to the Trustee:

                                       38
<PAGE>

                                [Name of Trustee]
                                [Address]


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

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

                                Attention:
                                           ---------------

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

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

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

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

         Section 10.3. Communication by Holders with Other Holders.

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

         Section 10.4. Certificate and Opinion as to Conditions Precedent.

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

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

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

                                       39
<PAGE>

         Section 10.5. Statements Required in Certificate or Opinion.

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

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

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

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

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

         Section 10.6. Rules by Trustee and Agents.

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

         Section 10.7. Legal Holidays.

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

         Section 10.8. No Recourse Against Others.

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

         Section 10.9. Counterparts.

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

                                       40
<PAGE>

         Section 10.10. Governing Laws.

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

         Section 10.11. No Adverse Interpretation of Other Agreements.

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

         Section 10.12. Successors.

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

         Section 10.13. Severability.

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

         Section 10.14. Table of Contents, Headings, Etc.

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

         Section 10.15. Securities in a Foreign Currency.

                  Unless otherwise specified in a Board Resolution, a
supplemental indenture hereto or an Officers' Certificate delivered pursuant to
Section 2.2 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 (including Euros), 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 at
such time. For purposes of this Section 10.15, "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

                                       41
<PAGE>

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, London or in the country of issue of the currency in question or such
other quotations as the Trustee, upon consultation with the Company, 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
currency other than Dollars in connection with any action taken by Holders of
Securities pursuant to the terms of this Indenture.

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

         Section 10.16. Judgment Currency.

                  The Company 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 or other amount 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, 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, 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 on which banking
institutions are authorized or required by law, regulation or executive order to
close.

                                       42
<PAGE>

                                  ARTICLE XI.
                                  SINKING FUNDS

         Section 11.1. Applicability of Article.

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

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

         Section 11.2. Satisfaction of Sinking Fund Payments with Securities.

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

         Section 11.3. Redemption of Securities for Sinking Fund.

                  Not less than 45 days (unless otherwise indicated in the Board
Resolution, supplemental indenture hereto or Officers' Certificate in respect of
a particular Series of Securities) prior to each sinking fund payment date for
any Series of

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

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

                                   CELGENE CORPORATION

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

                                   [Name of Trustee]

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



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