EXHIBIT 4.1
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                                  NEXEN INC.


                                      AND


                     DEUTSCHE BANK TRUST COMPANY AMERICAS

                                    TRUSTEE





                             SENIOR DEBT INDENTURE





                            DATED AS OF MAY 4, 2007






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<PAGE>

                                  NEXEN INC.

           Reconciliation and tie between Trust Indenture Act of 1939
                     and Indenture, dated as of May 4, 2007

TRUST INDENTURE ACT SECTION                            INDENTURE SECTION
          310(a)(1)                                        6.09
             (a)(2)                                        6.09
             (a)(3)                                        Not Applicable
             (a)(4)                                        Not Applicable
             (b)                                           6.08, 6.10
          311(a)                                           6.13
             (b)                                           6.13
             (c)                                           Not Applicable
          312(a)                                           7.01, 7.02(a)
             (b)                                           7.02(b)
             (c)                                           7.02(c)
          313(a)                                           7.03(a)
             (b)                                           7.03(a)
             (c)                                           7.03(a), 7.03(b)
             (d)                                           7.03(b)
          314(a)                                           7.04
             (a)(4)                                        10.03
             (b)                                           Not Applicable
             (c)(1)                                        1.02
             (c)(2)                                        1.02
             (c)(3)                                        Not Applicable
             (d)                                           Not Applicable
             (e)                                           1.02
          315(a)                                           6.01(a)
             (b)                                           6.02, 7.03(a)
             (c)                                           6.01(b)
             (d)                                           6.01(c)
             (d)(1)                                        6.01(a), 6.01(c)
             (d)(2)                                        6.01(c)
             (d)(3)                                        6.01(c)
             (e)                                           5.14
          316(a)(1)(A)                                     5.12
             (a)(1)(B)                                     5.02, 5.13
             (a)(2)                                        Not Applicable
             (b)                                           5.08
             (c)                                           1.04(e)
          317(a)(1)                                        5.03
             (a)(2)                                        5.04
             (b)                                           10.04
          318(a)                                           1.07


                                       i
<PAGE>

<TABLE>
<CAPTION>
                               TABLE OF CONTENTS

                                                                                       PAGE

<S>                                                                                    <C>
ARTICLE 1 Definitions and Other Provisions of General Application.........................1

     Section 1.01     Definitions.........................................................1
     Section 1.02     Compliance Certificates and Opinions...............................14
     Section 1.03     Form of Documents Delivered to Trustee.............................15
     Section 1.04     Acts of Holders....................................................15
     Section 1.05     Notices, Etc., to Trustee and the Issuer...........................17
     Section 1.06     Notice to Holders; Waiver..........................................17
     Section 1.07     Conflict With Trust Indenture Act..................................18
     Section 1.08     Effect of Headings and Table of Contents...........................18
     Section 1.09     Successors and Assigns.............................................18
     Section 1.10     Separability Clause................................................18
     Section 1.11     Benefits of Indenture..............................................18
     Section 1.12     Governing Law......................................................19
     Section 1.13     Legal Holidays.....................................................19
     Section 1.14     No Recourse Against Others.........................................19
     Section 1.15     Agent for Service; Submission to Jurisdiction; Waiver of
                      Immunities.........................................................19
     Section 1.16     Judgment Currency..................................................20
     Section 1.17     Counterparts.......................................................20

ARTICLE 2 Security Forms.................................................................21

     Section 2.01     Forms Generally....................................................21
     Section 2.02     Form of Trustee's Certificate of Authentication....................21
     Section 2.03     Securities in Global Form..........................................21
     Section 2.04     Form of Legend for the Securities in Global Form...................22

ARTICLE 3 The Securities.................................................................23

     Section 3.01     Amount Unlimited; Issuable in Series...............................23
     Section 3.02     Denominations......................................................26
     Section 3.03     Execution, Authentication, Delivery and Dating.....................26
     Section 3.04     Temporary Securities...............................................28
     Section 3.05     Registration, Registration of Transfer and Exchange................29
     Section 3.06     Mutilated, Destroyed, Lost and Stolen Securities...................32
     Section 3.07     Payment of Interest; Interest Rights Preserved.....................32
     Section 3.08     Persons Deemed Owners..............................................33
     Section 3.09     Cancellation.......................................................34
     Section 3.10     Computation of Interest............................................34
     Section 3.11     Cusip Number.......................................................34
     Section 3.12     Wire Transfers.....................................................35
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                     <C>
ARTICLE 4 Satisfaction and Discharge.....................................................35

     Section 4.01     Satisfaction and Discharge of Indenture............................35
     Section 4.02     Application of Trust Money.........................................36
     Section 4.03     Reinstatement......................................................36
     Section 4.04     Application to a Specific Series of Securities.....................37

ARTICLE 5 Remedies.......................................................................37

     Section 5.01     Events of Default..................................................37
     Section 5.02     Acceleration of Maturity; Rescission and Annulment.................39
     Section 5.03     Collection of Indebtedness and Suits for Enforcement by Trustee....40
     Section 5.04     Trustee May File Proofs of Claim...................................41
     Section 5.05     Trustee May Enforce Claims Without Possession of Securities........42
     Section 5.06     Application of Money Collected.....................................42
     Section 5.07     Limitation On Suits................................................43
     Section 5.08     Unconditional Right of Holders to Receive Principal, Premium,
                      Other Amounts and Interest.........................................43
     Section 5.09     Restoration of Rights and Remedies.................................43
     Section 5.10     Rights and Remedies Cumulative.....................................44
     Section 5.11     Delay or Omission Not Waiver.......................................44
     Section 5.12     Control by Holders.................................................44
     Section 5.13     Waiver of Past Defaults............................................44
     Section 5.14     Undertaking for Costs..............................................45

ARTICLE 6 The Trustee....................................................................45

     Section 6.01     Certain Duties and Responsibilities of the Trustee.................45
     Section 6.02     Notice of Defaults.................................................46
     Section 6.03     Certain Rights of Trustee..........................................46
     Section 6.04     Not Responsible for Recitals or Issuance of Securities.............48
     Section 6.05     May Hold Securities................................................48
     Section 6.06     Money Held in Trust................................................48
     Section 6.07     Compensation and Reimbursement.....................................48
     Section 6.08     Disqualification; Conflicting Interests............................49
     Section 6.09     Corporate Trustee Required; Eligibility............................49
     Section 6.10     Resignation and Removal; Appointment of Successor..................50
     Section 6.11     Acceptance of Appointment by Successor.............................51
     Section 6.12     Merger, Conversion, Consolidation or Succession to Business........52
     Section 6.13     Preferential Collection of Claims Against the Issuer...............53
     Section 6.14     Appointment of Authenticating Agent................................53
     Section 6.15     Compliance With Tax Laws...........................................54

ARTICLE 7 Holders' Lists and Reports by Trustee and Issuer...............................55

     Section 7.01     Issuer to Furnish Trustee Names and Addresses of Holders...........55
</TABLE>

                                      ii
<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                     <C>
     Section 7.02     Preservation of Information; Communications to Holders.............55
     Section 7.03     Reports by Trustee.................................................56
     Section 7.04     Reports by the Issuer..............................................57

ARTICLE 8 Consolidation, Merger, Lease, Sale or Transfer.................................57

     Section 8.01     Certain Requirements in Respect to Mergers, Etc....................57
     Section 8.02     Vesting of Powers in Successor.....................................59
     Section 8.03     Reorganization Additional Amounts..................................60

ARTICLE 9 Supplemental Indentures........................................................61

     Section 9.01     Supplemental Indentures Without Consent of Holders.................61
     Section 9.02     Supplemental Indentures With Consent of Holders....................63
     Section 9.03     Execution of Supplemental Indentures...............................64
     Section 9.04     Effect of Supplemental Indentures..................................64
     Section 9.05     Conformity With Trust Indenture Act................................65
     Section 9.06     Reference in Securities to Supplemental Indentures.................65

ARTICLE 10 Covenants.....................................................................65

     Section 10.01    Payment of Securities..............................................65
     Section 10.02    Maintenance of Office or Agency....................................65
     Section 10.03    Compliance Certificates............................................65
     Section 10.04    Money for Securities Payments to be Held in Trust..................66
     Section 10.05    Canadian Witholding Taxes..........................................67
     Section 10.06    Limitation On Liens................................................69
     Section 10.07    Payment of Taxes...................................................70
     Section 10.08    Corporate Existence................................................70
     Section 10.09    Waiver of Certain Covenants........................................70

ARTICLE 11 Redemption of Securities......................................................70

     Section 11.01    Applicability of Article...........................................70
     Section 11.02    Election to Redeem; Notice to Trustee..............................70
     Section 11.03    Selection by Trustee of Securities to be Redeemed..................71
     Section 11.04    Notice of Redemption...............................................71
     Section 11.05    Deposit of Redemption Price........................................72
     Section 11.06    Securities Payable On Redemption Date..............................72
     Section 11.07    Securities Redeemed in Part........................................72
     Section 11.08    Redemption for Changes in Canadian Tax Law.........................73

ARTICLE 12 Sinking Funds.................................................................73

     Section 12.01    Applicability of Article...........................................73
     Section 12.02    Satisfaction of Sinking Fund Payments With Securities..............74
     Section 12.03    Redemption of Securities for Sinking Fund..........................74
</TABLE>

                                      iii
<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                     <C>
ARTICLE 13 Defeasance and Covenant Defeasance............................................74

     Section 13.01    Applicability of Article; Issuer's Option to Effect Defeasance or
                      Covenant Defeasance................................................74
     Section 13.02    Defeasance and Discharge...........................................75
     Section 13.03    Covenant Defeasance................................................75
     Section 13.04    Conditions to Defeasance or Covenant Defeasance....................76
     Section 13.05    Deposited Money and Government Obligations to be Held in Trust.....78
     Section 13.06    Reinstatement......................................................78

ARTICLE 14 Meetings of Holders of Securities.............................................79

     Section 14.01    Purposes for Which Meetings May be Called..........................79
     Section 14.02    Call, Notice and Place of Meetings.................................79
     Section 14.03    Persons Entitled to Vote At Meetings...............................79
     Section 14.04    Quorum; Action.....................................................80
     Section 14.05    Determination of Voting Rights; Conduct and Adjournment of
                      Meetings...........................................................81
     Section 14.06    Counting Votes and Recording Action of Meetings....................82
</TABLE>


                                      iv
<PAGE>

         INDENTURE,  dated as of May 4, 2007, between NEXEN INC., a corporation
formed under the laws of Canada  (herein called the "ISSUER") and Deutsche Bank
Trust Company Americas, as Trustee (herein called the "TRUSTEE").

                            RECITALS OF THE ISSUER

         The Issuer has duly  authorized  the  execution  and  delivery of this
Indenture  to  provide  for the  issuance  from  time to time of its  unsecured
debentures,  notes  or other  evidences  of  indebtedness  (herein  called  the
"SECURITIES"),  to be  issued  in one  or  more  series  as in  this  Indenture
provided.

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

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE 1

            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         Section 1.01      Definitions.  For all  purposes  of this  Indenture,
except  as  otherwise  expressly  provided  or  unless  the  context  otherwise
requires:

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

         (2)      all other  terms used  herein  which are defined in the Trust
Indenture  Act,  either  directly  or  by  reference  therein,  or  defined  by
Commission rule and not otherwise defined herein, have the meanings assigned to
them therein;

         (3)      all  accounting  terms not otherwise  defined herein have the
meanings assigned to them in accordance with GAAP;

         (4)      the word "INCLUDING" (and with correlative meaning "INCLUDE")
means including,  without limiting the generality of, any description preceding
such term; and

         (5)      the words "HEREIN,"  "HEREOF" and "HEREUNDER" and other words
of similar  import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision.

         "ACCELERATED INDEBTEDNESS" has the meaning specified in Section 5.01.

<PAGE>

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

         "ADDITIONAL AMOUNTS" has the meaning specified in Section 10.05.

         "AFFILIATE" of any specified Person means any other Person directly or
indirectly  controlling  or  controlled  by or under direct or indirect  common
control with such specified Person. For purposes of this definition, "CONTROL",
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, by
agreement  or   otherwise.   For  purposes  of  this   definition,   the  terms
"CONTROLLING,"  "CONTROLLED  BY" and "UNDER  COMMON  CONTROL  WITH"  shall have
correlative meanings.

         "APPLICABLE CURRENCY" means, with respect to a Security,  the currency
or currency unit in which such Security is payable.

         "APPLICABLE JURISDICTION" has the meaning specified in Section 8.01.

         "AUTHENTICATING  AGENT" means any Person  authorized by the Trustee to
act on behalf of the Trustee to authenticate Securities.

         "BANKRUPTCY LAW" means the Bankruptcy and Insolvency Act (Canada), the
Companies' Creditors  Arrangement Act (Canada) or any other Canadian federal or
provincial  law relating to, or Title 11, U.S.  Code or any similar  federal or
state law relating to, the relief of debtors.

         "BOARD OF DIRECTORS" means, with respect to any corporation, the board
of  directors of such  corporation;  PROVIDED,  HOWEVER,  that when the context
refers to  actions  or  resolutions  of the Board of  Directors,  then the term
"BOARD OF DIRECTORS" shall also mean any duly authorized committee of the Board
of  Directors  authorized  to act with  respect  to any  particular  matter  to
exercise the power of the Board of Directors.

         "BOARD  RESOLUTION"  means a copy  of a  resolution  certified  by the
Secretary  or an Assistant  Secretary of the relevant  entity to have been duly
adopted  by the  Board of  Directors,  PROVIDED  that,  when used  without  any
reference to an entity,  "BOARD RESOLUTION" and "BOARD  RESOLUTIONS" shall mean
Board  Resolutions of the Issuer;  in each case, to be in full force and effect
on the date of such certification, and delivered to the Trustee.

         "BUSINESS  DAY," when used with respect to any Place of Payment or any
other particular location referred to in this Indenture or in the Securities of
any series, means each Monday, Tuesday, Wednesday, Thursday and Friday which is
not a day on which banking institutions in that Place of Payment are authorized
or obligated by law or regulation  to close;  PROVIDED,  HOWEVER,  that, if the
foreign  currency or currency unit is euro,  the day is also a day on which the
Trans-European  Automated  Real-Time Gross Settlement Express Transfer (TARGET)
System is open.

                                       2
<PAGE>

         "CANADIAN TAXES" has the meaning specified in Section 10.05.

         "CAPITAL STOCK" means, with respect to any Person, any and all shares,
interests,  participations,  warrants,  rights,  options  or other  equivalents
(however  designated)  of capital  stock or any other  equity  interest of such
Person, including, without limitation, each class of common stock and preferred
stock and, with respect to partnerships, partnership interests (whether general
or limited) and any other  interest or  participation  that confers on a Person
the right to receive a share of the profits and losses of, or  distributions of
the assets of, such partnership.

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

         "CONSOLIDATED NET TANGIBLE ASSETS" means the total amount of assets of
any Person on a consolidated basis (less applicable reserves and other properly
deductible items) after deducting therefrom:

         (i)      all   current   liabilities   (excluding   any   indebtedness
classified  as a current  liability  and any current  liabilities  which are by
their terms  extendible or renewable at the option of the obligor  thereon to a
time more than 12 months after the time as of which the amount thereof is being
computed);

         (ii)     all goodwill, trade names, trademarks,  patents,  unamortized
debt discounts and expenses and other like intangibles; and

         (iii)    appropriate  adjustments on account of minority  interests of
other persons holding shares of the Subsidiaries of such Person,

         in each case, as shown on the most recent annual  audited or quarterly
unaudited consolidated balance sheet of such Person computed in accordance with
GAAP.

         "CORPORATE  TRUST  OFFICE" means the office of the Trustee at which at
any  particular   time  its  corporate  trust  business  shall  be  principally
administered,  which  office at the date  hereof is located at 60 Wall  Street,
27th Floor, New York, New York 10005-2858.

         "COVENANT DEFEASANCE" has the meaning specified in Section 13.03.

         "CURRENCY UNIT" or "CURRENCY UNITS" shall mean any composite currency.

         "CURRENT ASSETS" means current assets as determined in accordance with
GAAP.

                                       3
<PAGE>

         "CUSTODIAN"  means  any  receiver,   custodian,   trustee,   assignee,
liquidator, sequestrator or similar official under any Bankruptcy Law.

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

         "DEFAULTED INTEREST" has the meaning specified in Section 3.07.

         "DEFEASANCE" has the meaning specified in Section 13.02.

         "DEPOSITARY"  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  Depositary  by the Issuer  pursuant to
Section 3.01 until a successor  Depositary  shall have become such  pursuant to
the applicable provisions of this Indenture,  and thereafter "DEPOSITARY" shall
mean or include each Person who is then a Depositary  hereunder,  and if at any
time there is more than one such Person, "Depositary" shall mean the Depositary
with respect to the Securities of that series.

         "DESIGNATED  OFFICER"  means any Officer of the relevant  Person,  who
must be its  Chief  Executive  Officer,  its  President,  its  Chief  Financial
Officer, its Chief Accounting Officer, its Treasurer or its Controller.

         "DOLLARS" and "$" means lawful money of the United States of America.

         "EVENT OF DEFAULT" has the meaning specified in Section 5.01.

         "EXCHANGE ACT" means the  Securities  Exchange Act of 1934, as amended
from time to time, and the rules and regulations promulgated thereunder.

         "EXCLUDED HOLDER" has the meaning specified in Section 10.05.

         "FACILITIES" means any drilling  equipment,  production  equipment and
platforms or mining equipment;  pipelines,  pumping stations and other pipeline
facilities;   terminals,   warehouses  and  storage  facilities;  bulk  plants;
production,  separation,  dehydration,   extraction,  treating  and  processing
facilities;  gasification or natural gas liquefying facilities,  flares, stacks
and burning towers;  floatation  mills,  crushers and ore handling  facilities;
tank cars, tankers,  barges,  ships, trucks,  automobiles,  airplanes and other
marine,  automotive,  aeronautical  and other  similar  moveable  facilities or
equipment; computer systems and associated programs or office equipment; roads,
airports, docks (including drydocks); reservoirs and waste disposal facilities;
sewers;  generating plants  (including power plants),  electric lines and other
utilities;  telephone  and  telegraph  lines,  radio and  other  communications
facilities;  townsites, housing facilities,  recreation halls, stores and other
related facilities;  and similar facilities and equipment of or associated with
any of the foregoing.

         "GAAP" means generally  accepted  accounting  principles  which are in
effect from time to time in Canada.

                                       4
<PAGE>

         "HOLDER" or  "SECURITYHOLDER"  means a Person in whose name a Security
is registered in the Security Register.

         "INDEBTEDNESS,"  as to any Person,  means,  without  duplication,  all
items of  indebtedness  or  liability  which in  accordance  with GAAP would be
considered to be  indebtedness  or liabilities of such Person as at the date as
of which indebtedness is to be determined,  including Indebtedness for Borrowed
Money.

         "INDEBTEDNESS  FOR BORROWED MONEY," as to any Person,  means,  without
duplication,  the  full  amount  of all  liabilities  of  such  Person  for the
repayment,  either in money or in  property,  of borrowed  money,  and the full
amount  of  liabilities  of  others  for the  repayment,  either in money or in
property, of borrowed money, that is guaranteed or endorsed (otherwise than for
purposes of  collection)  by such  Person,  or which such Person is  obligated,
contingently  or otherwise,  to purchase,  or on which such Person is otherwise
contingently  liable,  provided that a contingent  liability for borrowed money
shall only constitute  Indebtedness for Borrowed Money where the amount thereof
is recorded as a liability in the most recent consolidated financial statements
of such Person prepared in accordance with GAAP.

         "INDENTURE" means this instrument as originally  executed or as it may
from time to time be supplemented or amended by one or more Series  Supplements
or  indentures  supplemental  hereto  entered into  pursuant to the  applicable
provisions  hereof  and  shall  include  the  terms  of  particular  series  of
Securities established as contemplated hereunder.

         "INTEREST,"  when used with  respect  to an  Original  Issue  Discount
Security which by its terms bears interest only after Maturity,  means interest
payable after Maturity.

         "INTEREST PAYMENT DATE," when used with respect to any Security, means
the Stated Maturity of an installment of interest on such Security.

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

         "ISSUER  REQUEST" or "ISSUER  ORDER" means a written  request or order
signed in the name of the Issuer by the Designated Officer and delivered to the
Trustee.

         "JUDGMENT CURRENCY" has the meaning specified in Section 1.16.

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

                                       5
<PAGE>

         "NEW YORK BANKING DAY" has the meaning specified in Section 1.16.

         "NON-RECOURSE  DEBT"  means  indebtedness  to  finance  the  creation,
development,  construction  or  acquisition  of  properties  or assets  and any
increases in or  extensions,  renewals or  refinancings  of such  indebtedness,
provided that the recourse of the lender thereof (including any agent, trustee,
receiver or other  Person  acting on behalf of such  entity) in respect of such
indebtedness  is  limited  (except  for  recourse  with  respect to a breach of
representations,  warranties  or  covenants  not related to  repayment  of such
indebtedness to the extent such  representations,  warranties and covenants are
customarily  given in  non-recourse  financings)  to the  properties  or assets
created,   developed,   constructed  or  acquired  in  respect  of  which  such
indebtedness  has been incurred and to the receivables,  inventory,  equipment,
chattels payable, contracts, intangibles and other assets, rights or collateral
connected  with the  properties or assets  created,  developed,  constructed or
acquired and to which such lender has recourse.

         "OFFICER"  means,  with  respect to any  Person,  the  Chairman of the
Board, the Chief Executive Officer, the President, the Chief Operating Officer,
any Vice President,  the Chief Financial Officer, the Chief Accounting Officer,
the  Treasurer,  any  Assistant  Treasurer,   the  Controller,   any  Assistant
Controller, the Secretary or any Assistant Secretary of such Person.

         "OFFICER'S CERTIFICATE" means, with respect to a Person, a certificate
signed and delivered to the Trustee by the Designated Officer of that Person.

         "OPINION OF COUNSEL" means a written opinion of counsel, who may be an
employee of or counsel for the Issuer,  and who shall be reasonably  acceptable
to the Trustee.

         "ORIGINAL  ISSUE DISCOUNT  SECURITY" means any Security which provides
for an amount  (excluding  any  amounts  attributable  to  accrued  but  unpaid
interest  thereon) less than the principal amount thereof to be due and payable
upon a declaration of acceleration of the Maturity  thereof pursuant to Section
5.02.

         "OUTSTANDING,"  when used with respect to  Securities or Securities of
any  series,  means,  as of the  date of  determination,  all  such  Securities
theretofore authenticated and delivered under this Indenture, except:

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

         (ii)     Securities,   or  portions  thereof,  for  whose  payment  or
redemption  money in the necessary  amount and in the  Applicable  Currency has
been theretofore deposited with the Trustee or any Paying Agent (other than the
Issuer  or any  other  obligor  on the  Securities)  in trust or set  aside and
segregated  in trust by the Issuer or any other obligor on the  Securities  (if
the Issuer or any other obligor on the  Securities  shall act as its own Paying
Agent) for the Holders of such Securities; PROVIDED that, if such Securities or
portions  thereof are to be redeemed,  notice of such  redemption has been

                                       6
<PAGE>

duly  given  pursuant  to  this  Indenture  or  provision  therefor  reasonably
satisfactory to the Trustee has been made;

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

         (iv)     Securities  in  exchange  for  or  in  lieu  of  which  other
Securities have been  authenticated  and delivered  pursuant to this Indenture;
and

         (v)      Securities  which  have been  defeased  pursuant  to  Section
13.02;

PROVIDED,  HOWEVER,  that in  determining  whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request,  demand,
authorization,  direction,  notice,  consent  or waiver  hereunder,  or whether
sufficient  funds are available for redemption or for any other purpose and for
the  purpose of making the  calculations  required  by Section 313 of the Trust
Indenture Act, (a) the principal amount of any Original Issue Discount Security
that shall be deemed to be Outstanding  for such purposes shall be that portion
of the  principal  amount  thereof that could be declared to be due and payable
upon the  occurrence  of an  Event  of  Default  and the  continuation  thereof
pursuant to the terms of such Original Issue  Discount  Security as of the date
of such  determination,  (b) the principal amount of a Security  denominated in
one or more foreign currencies or currency units shall be the dollar equivalent
that could be obtained for such principal amount on the basis of a spot rate of
exchange  specified to the Trustee for such series in an Officer's  Certificate
for such  foreign  currency  or currency  unit into  dollars as of the date the
taking of such action by the Holders of the  requisite  percentage in principal
amount of the  Securities  is  evidenced  to the Trustee (or, in the case of an
Original Issue  Discount  Security,  the dollar  equivalent on such date of the
amount  determined as provided in (a) above),  and (c) Securities  owned by the
Issuer or any other obligor upon the  Securities or any Affiliate of the Issuer
or of such other obligor shall be disregarded and deemed not to be Outstanding,
except that, in  determining  whether the Trustee shall be protected in relying
upon any such request,  demand,  authorization,  direction,  notice, consent or
waiver,  only Securities  which a Responsible  Officer of the Trustee  actually
knows to be so owned shall be so  disregarded.  Securities  so owned which have
been  pledged in good  faith may be  regarded  as  Outstanding  if the  pledgee
establishes to the  satisfaction  of the Trustee the pledgee's  right so to act
with respect to such  Securities  and that the pledgee is not the Issuer or any
other  obligor upon the  Securities  or any  Affiliate of the Issuer or of such
other obligor.

         "PAYING  AGENT" means any Person  authorized  by the Issuer to pay the
principal of, premium,  if any,  interest or other amounts on any Securities on
behalf of the  Issuer.  An Issuer may act as Paying  Agent with  respect to any
Securities issued hereunder.

         "PERMITTED ENCUMBRANCES" means any of the following:

                                       7
<PAGE>

         (i)      Security Interests arising under partnership agreements,  oil
and  gas  leases,  overriding  royalty  agreements,   net  profits  agreements,
production  payment  agreements,   royalty  trust  agreements,  master  limited
partnership agreements, farm-out agreements, division orders, contracts for the
sale, purchase, exchange,  transportation,  gathering or processing of oil, gas
or other  hydrocarbons,  unitizations and pooling  designations,  declarations,
orders and agreements, joint venture or joint operation agreements, development
agreements,   operating  agreements,   production  sales  contracts  (including
Security   Interests  in  respect  of  take  or  pay  or  similar   obligations
thereunder),  area of mutual  interest  agreements,  gas  balancing or deferred
production agreements,  injection,  repressuring and recycling agreements, salt
water  or  other  disposal  agreements,   seismic  or  geophysical  permits  or
agreements,  which in each of the  foregoing  cases is customary in the oil and
gas  business,  and other  agreements  which are  customary  in the oil and gas
business, provided in all instances that such Security Interests are limited to
the assets that are the subject of the relevant agreement;

         (ii)     Security  Interests  arising  under  partnership  agreements,
production  payment  agreements,  contracts for the sale,  purchase,  exchange,
transportation  or processing of industrial  chemicals,  operating  agreements,
production sales contracts  (including Security Interests in respect of take or
pay or similar  obligations  thereunder)  and shared  facilities  and  services
agreements which in each of the foregoing cases is entered into in the ordinary
course of the industrial  chemical  business,  and other  agreements  which are
customary in the industrial  chemical business,  provided in all instances that
such  Security  Interests are limited to the assets that are the subject of the
relevant agreement;

         (iii)    Security  Interests on property  not situated in Canada,  the
United Kingdom or the United States;

         (iv)     Security Interests on assets or property (including oil sands
property) or any interest therein, construction thereon or improvements thereto
and on any receivables,  inventory,  equipment, chattel paper, contract rights,
intangibles  or other assets,  rights or  collateral  related to such assets or
property, securing: (A) all or any portion of the cost of acquisition (directly
or indirectly),  surveying,  exploration,  drilling,  development,  extraction,
mining, operation, production, construction,  alteration, repair or improvement
of all or any part of such assets or property,  the plugging and abandonment of
wells and the  decommissioning  or removal of structures or facilities  located
thereon,  and the reclamation and clean-up of such  properties,  facilities and
interests  and  surrounding  lands  whether  or not owned by the  Issuer or its
Restricted Subsidiaries,  including the cost of acquisition of ownership of any
Person  which owns any such assets or  property,  (B) all or any portion of the
cost of acquiring (directly or indirectly), developing, constructing, altering,
improving,  operating or repairing any assets or property (or  improvements  on
such assets or property)  used or to be used in connection  with such assets or
property,  whether or not located (or located  from time to time) at or on such
assets or property,  and (C) indebtedness  incurred by the Issuer or any of its
Subsidiaries  to provide funds for the  activities set forth in clauses (A) and
(B) above,  provided such  indebtedness  is incurred prior to, during or within
two years  after the  completion  of  acquisition,  construction  or such other
activities referred to in clauses (A)

                                       8
<PAGE>

and (B)  above,  and (D)  indebtedness  incurred  by the  Issuer  or any of its
Subsidiaries to refinance  indebtedness  incurred for the purposes set forth in
clauses (A) and (B) above.  Without  limiting the  generality of the foregoing,
costs  incurred  after the date hereof with respect to clauses (A) or (B) above
shall  include  costs  incurred for all  facilities  relating to such assets or
property,  or to projects,  ventures or other arrangements of which such assets
or  property  form a part or which  relate to such  assets or  property,  which
facilities shall include,  without  limitation,  Facilities,  whether or not in
whole or in part located (or from time to time located) at or on such assets or
property;

         (v)      Security Interests on property,  assets or facilities used in
connection  with, or necessarily  incidental to, the purchase,  sale,  storage,
transportation  or distribution of oil or gas, or the products derived from oil
or gas;

         (vi)     Security  Interests in respect of securities or  Indebtedness
of a Subsidiary other than a Restricted Subsidiary;

         (vii)    Security  Interests  on any  property in favor of any federal
government  or any  province,  state or territory  thereof or any  municipality
therein or any political subdivision,  department, agency or instrumentality of
any of them or any public utility or  governmental  or other public  authority,
where  such  Security  Interests  are  required  pursuant  to any  contract  or
applicable law, or with respect to any franchise, grant, license or permit;

         (viii)   Security  Interests on cash or  marketable  securities of the
Issuer or any Restricted  Subsidiary granted in the ordinary course of business
in connection with:

                  (A)      any currency swap agreements,  forward exchange rate
agreements,  foreign currency  futures or options,  exchange rate insurance and
other similar agreements or arrangements;

                  (B)      any  interest  rate swap  agreements,  forward  rate
agreements,  interest rate cap or collar  agreements or other similar financial
agreements or arrangements; or

                  (C)      any agreements or arrangements  entered into for the
purpose of hedging product prices;

         (ix)     pre-existing  Security  Interests on assets when  acquired or
when the owner thereof becomes a Restricted  Subsidiary,  or Security Interests
given  by such  Restricted  Subsidiary  on  other  assets  of  such  Restricted
Subsidiary  in  compliance  with   obligations   under  trust  deeds  or  other
instruments  entered  into prior to its becoming a  Restricted  Subsidiary,  or
pre-existing Security Interests existing on assets of a Person at the time such
Person is merged,  amalgamated,  liquidated  or  consolidated  with or into the
Issuer or any Restricted Subsidiary;

         (x)      Purchase Money Mortgages;

                                       9
<PAGE>

         (xi)     Security  Interests  on Current  Assets given in the ordinary
course of  business to any  financial  institution  to secure any  Indebtedness
payable on demand or maturing  (including any right of extension or renewal) 18
months or less after the date such  Indebtedness is incurred or the date of any
renewal or extension thereof;

         (xii)    Security  Interests  given  by  the  Issuer  in  favour  of a
Restricted  Subsidiary or by a Restricted Subsidiary in favour of the Issuer or
another Restricted Subsidiary;

         (xiii)   Security  Interests  in respect of  transactions  such as the
sale (including any forward sale) or other transfer,  in the ordinary course of
business, of:

                  (A)      oil, gas or other minerals, whether in place or when
produced,  for a period of time until, or in an amount such that, the purchaser
will realize  therefrom a specified  amount of money (however  determined) or a
specified amount of such minerals; or

                  (B)      any  other  interests  in  property  of a  character
commonly referred to as a "production payment";

         (xiv)    rights of set off;

         (xv)     Security Interests existing as of the date of this Indenture;

         (xvi)    extensions,  renewals or  replacements  of all or part of any
Security  Interest  permitted under paragraphs (i) to (xv) hereof or successive
extensions,  renewals or  replacements  thereof,  provided  that such  Security
Interest relates to the same property plus  improvements,  if any, and provided
that the amount of  Indebtedness  secured thereby will not exceed the principal
amount of such  Indebtedness  immediately  prior to such extension,  renewal or
replacement  plus an amount  necessary to pay any fees or  expenses,  including
premiums, related to such extension, renewal or replacement; and

         (xvii)   Security   Interests  that  would   otherwise  be  prohibited
(including  any  extensions,  renewals or  replacements  thereof or  successive
extensions,  renewals or  replacements  thereof),  provided  that the aggregate
Indebtedness  outstanding  and  secured  under this  paragraph  (xvii) does not
(calculated at the time of giving of Security Interests on the Indebtedness and
not at the time of any  extension,  renewal or replacement  thereof)  exceed an
amount equal to 10% of Consolidated Net Tangible Assets of the Issuer.

         "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.

         "PLACE OF PAYMENT,"  when used with respect to the  Securities  of any
series,  means the place or places where the principal of (and premium, if any)
and interest or other  amounts on the  Securities of that series are payable as
specified as contemplated by Section 3.01.

                                      10
<PAGE>

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

         "PURCHASE MONEY  MORTGAGE" means a mortgage,  charge or other Security
Interest on or against any property  securing any Purchase Money Obligation for
such  property,  provided that such  mortgage,  charge or Security  Interest is
created or assumed within 18 months after such property is acquired.

         "PURCHASE MONEY OBLIGATION" means any Indebtedness  created or assumed
as part of the  purchase  price of real or  personal  property,  whether or not
secured, and any extensions,  renewals,  refinancings or refundings of any such
Indebtedness,   provided  that  the  principal  amount  of  such   Indebtedness
outstanding on the date of such extension, renewal, refinancing or refunding is
not  increased  other than by an amount  necessary to pay any fees or expenses,
including  premiums,  related  to  such  extension,   renewal,  refinancing  or
refunding  and  further  provided  that any  security  given in respect of such
Indebtedness  shall not extend to any property other than the property acquired
in  connection  with which such  Indebtedness  was created or assumed and fixed
improvements, if any, erected or constructed thereon.

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

         "REDEMPTION  PRICE,"  when used with  respect to any  Security  of any
series to be redeemed,  means the price at which it is to be redeemed  pursuant
to this  Indenture,  payable in the Applicable  Currency,  which price excludes
accrued and unpaid interest, if any, payable on redemption.

         "REGISTERED   SECURITY"  means  any  Security  issued   hereunder  and
registered in the Security Register.

         "REGULAR RECORD DATE" for the interest payable on any Interest Payment
Date on the  Securities of any series means the date specified for that purpose
as contemplated by Section 3.01.

         "REINCORPORATION" has the meaning specified in Section 8.01.

         "REORGANIZATION  ADDITIONAL  AMOUNTS"  has the  meaning  specified  in
Section 8.01.

         "REQUIRED CURRENCY" has the meaning specified in Section 1.16.

                                       11
<PAGE>

         "RESPONSIBLE  OFFICER,"  when used with respect to the Trustee,  means
any officer of the Trustee  assigned to  administer  corporate  trust  matters,
including any managing  director,  director,  vice  president,  assistant  vice
president,  secretary,  assistant secretary, assistant treasurer and associate,
and also means, with respect to a particular  corporate trust matter, any other
officer to whom such matter is referred  because of his or her knowledge of and
familiarity with the particular subject.

         "RESTRICTED  PROPERTY"  means any oil,  gas or mineral  property  of a
primary nature located in the United States,  the United Kingdom or Canada, and
any  facilities  located in the United  States,  the United  Kingdom or Canada,
directly  related to the mining,  processing or manufacture of  hydrocarbons or
minerals,  or any of the constituents thereof, or the derivatives therefrom and
includes Voting Stock or other interests of a corporation or other Person which
owns such  property or  facilities,  but does not  include (i) any  property or
facilities used in connection  with or necessarily  incidental to the purchase,
sale, storage,  transportation or distribution of Restricted Property, (ii) any
property  which,  in the opinion of the Board of Directors,  is not  materially
important to the total business conducted by the Issuer and its Subsidiaries as
an  entirety,  or (iii) any  portion of a  particular  property  which,  in the
opinion of the Board of Directors,  is not  materially  important to the use or
operation of such property.

         "RESTRICTED SUBSIDIARY" means:

                  (i)      any  Subsidiary of the Issuer which owns  Restricted
Property,  which  Restricted  Property owned by such Subsidiary  represents not
less than the greater of 5% of the Issuer's  Consolidated  Net Tangible  Assets
and $50,000,000 (or the equivalent  thereof in any other  currency),  excluding
however  any  such  Subsidiary  if the  amount  of the  Issuer's  share  of the
Shareholders' Equity therein does not at the time of determination exceed 2% of
the Shareholders' Equity of the Issuer, and

                  (ii)     any  Subsidiary  of  the  Issuer   designated  as  a
Restricted Subsidiary from time to time in any designation in substantially the
form set forth in Schedule A to this Indenture (a "Designation").

         "SECURITIES"  has the  meaning  stated  in the first  recital  of this
Indenture  and  more  particularly  means  any  Securities   authenticated  and
delivered under this Indenture.

         "SECURITY  INTEREST"  means  any  security  by way  of an  assignment,
mortgage, charge, pledge, lien, encumbrance, title retention agreement or other
security interest whatsoever, howsoever created or arising, whether absolute or
contingent, fixed or floating, perfected or not; provided, however, for greater
certainty, "Security Interest" shall not include any security interest referred
to in Section 1(1)(tt)(ii) of the PERSONAL PROPERTY SECURITY ACT (Alberta).

         "SECURITY  REGISTER"  and  "SECURITY  REGISTRAR"  have the  respective
meanings specified in Section 3.05.

                                      12
<PAGE>

         "SERIES SUPPLEMENT" has the meaning specified in Section 3.01.

         "SHAREHOLDERS'  EQUITY"  means the aggregate  amount of  shareholders'
equity  (including  but not limited to share capital,  contributed  surplus and
retained  earnings) of a Person as shown on the most recent  annual  audited or
quarterly  unaudited  consolidated  balance sheet of the Person and computed in
accordance with GAAP.

         "SPECIAL RECORD DATE" for the payment of any Defaulted  Interest means
a date fixed by the Trustee pursuant to Section 3.07.

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

         "SUBSIDIARY" means, with respect to any Person:

         (1)      any  corporation,  association  or other  business  entity of
which  more than 50% of the total  voting  power of  shares  of  Capital  Stock
entitled  (without regard to the occurrence of any  contingency) to vote in the
election of  directors,  managers  or trustees  thereof is at the time owned or
controlled,  directly or indirectly, by such Person or one or more of the other
Subsidiaries of that Person (or a combination thereof); and

         (2)      any  partnership (a) the sole general partner or the managing
general  partner of which is such Person or a Subsidiary  of such Person or (b)
the only general partners of which are such Person or one or more  Subsidiaries
of such Person (or any combination thereof).

         "SUCCESSOR CORPORATION" has the meaning specified in Section 8.01.

         "TAXES" has the meaning specified in Section 8.01.

         "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"  shall mean
each such Trustee. The term "Trustee" as used with respect to the Securities of
any series shall mean the Trustee with respect to Securities of that series.

         "TRUST  INDENTURE  ACT"  means the  Trust  Indenture  Act of 1939,  as
amended,  as in  force at the date as of which  this  Indenture  was  executed;
PROVIDED,  HOWEVER, that in the event that such Act is amended after such date,
"Trust Indenture Act" means, to the extent required by any such amendment,  the
Trust Indenture Act of 1939 as so amended.

                                      13
<PAGE>

         "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 timely  payment of which is  unconditionally  guaranteed  by the
full faith and credit of the United  States of America  which,  in either case,
are not callable or redeemable at the option of the issuer thereof or otherwise
subject to prepayment,  and shall also include a depository receipt issued by a
New York Clearing  House 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
held by the  custodian  in respect  of the U.S.  Government  Obligation  or the
specific payment of interest on or principal of the U.S. Government  Obligation
evidenced by such depository receipt.

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

         "VOTING STOCK" of any Person as of any date means the Capital Stock of
such Person that is at the time  entitled to vote in the  election of the Board
of Directors of such Person.

         Section 1.02      COMPLIANCE   CERTIFICATES  AND  OPINIONS.  Upon  any
application  or request by the Issuer to the  Trustee to take any action  under
any  provision of this  Indenture,  the Issuer shall  furnish to the Trustee an
Officer's Certificate stating that all conditions  precedent,  if any, provided
for in this Indenture  relating to the proposed  action have been complied with
and an Opinion of Counsel  stating that in the opinion of such counsel all such
conditions precedent,  if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is  specifically  required by any provision of this Indenture  relating to such
particular application or request, no additional certificate or opinion need be
furnished.

         Every  certificate  or  opinion  with  respect  to  compliance  with a
condition or covenant provided for in this Indenture shall include:

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

         (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 each such individual,  he
has made such  examination  or  investigation  as is necessary to enable him to
express an

                                      14
<PAGE>

informed  opinion as to  whether or not such  covenant  or  condition  has been
complied with; and

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

         Section 1.03      FORM OF DOCUMENTS  DELIVERED TO TRUSTEE. In any case
where several matters are required to be certified by, or covered by an opinion
of,  any  specified  Person,  it is not  necessary  that  all such  matters  be
certified by, or covered by the opinion of, only one such Person,  or that they
be so  certified  or  covered  by only one  document,  but one such  Person may
certify or give an opinion  with  respect to some matters and one or more other
such  Persons as to other  matters,  and any such Person may certify or give an
opinion as to such matters in one or several documents.

         Any  certificate or opinion of an Officer may be based,  insofar as it
relates to legal matters,  upon a certificate or opinion of, or representations
by, counsel, unless such Officer actually knows that the certificate or opinion
or  representations  with respect to the matters upon which his  certificate or
opinion is based are erroneous.  Any such certificate or Opinion of Counsel may
be based,  insofar  as it relates to factual  matters,  upon a  certificate  or
opinion of, or representations by, an Officer or Officers of the Issuer stating
that the information  with respect to such factual matters is in the possession
of the Issuer,  unless such  counsel  actually  knows that the  certificate  or
opinion or representations with respect to such matters are erroneous.

         Any  certificate,  statement or opinion of an Officer of the Issuer or
of counsel may be based,  insofar as it relates to accounting  matters,  upon a
certificate  or  opinion  of or  representations  by an  accountant  or firm of
accountants in the employ of the Issuer, unless such Officer or counsel, as the
case may be, actually knows that the certificate or opinion or  representations
with  respect to the  accounting  matters  upon  which his or her  certificate,
statement or opinion is based are erroneous.

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

         Section 1.04      ACTS OF HOLDERS.

         (a)      Any  request,  demand,   authorization,   direction,  notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be  embodied  in and  evidenced  by one or more  instruments  of
substantially  similar tenor signed by such Holders in person or by agents duly
appointed in writing; and, except as herein otherwise expressly provided,  such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required,  to the Issuer. Such
instrument  or  instruments  (and the action  embodied  therein  and  evidenced
thereby) are herein  sometimes  referred to as the "ACT" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture

                                      15
<PAGE>

and  (subject  to Section  6.01)  conclusive  in favor of the  Trustee  and the
Issuer, if made in the manner provided in this Section.

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

         (c)      The ownership of Registered Securities shall be proved by the
Security Register.

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

         (e)      If the Issuer  shall  solicit  from the Holders any  request,
demand,  authorization,  direction,  notice,  consent, waiver or other Act, the
Issuer may, at its option, by or pursuant to a Board Resolution, fix in advance
a record date for the  determination  of Holders entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other Act, but the
Issuer shall have no obligation to do so,  PROVIDED that the Issuer may not set
a record date for, and the  provisions of this  paragraph  shall not apply with
respect  to,  the  giving or  making of any  notice,  declaration,  request  or
direction referred to in the immediately following paragraph.  If such a record
date is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other Act may be given before or after such record date, but only the
Holders of record at the close of  business on such record date shall be deemed
to be Holders for the purposes of determining  whether Holders of the requisite
proportion of Outstanding  Securities have authorized or agreed or consented to
such request,  demand,  authorization,  direction,  notice,  consent, waiver or
other Act, and for that purpose the Outstanding Securities shall be computed as
of such record date; PROVIDED that no such authorization,  agreement or consent
by the Holders on such record  date shall be deemed  effective  unless it shall
become  effective  pursuant to the  provisions of this Indenture not later than
six months after the record date.

         (f)      The Trustee shall set a record date,  which shall not be more
than 15 days prior to the date of  commencement  of solicitation of such action
contemplated  by this  section  1.04(f),  for the  purpose of  determining  the
Holders of Securities of any series entitled to join in the giving or making of
(i) any notice of default,  (ii) any declaration of acceleration referred to in
Section 5.02, (iii) any direction referred to in Section 5.12,

                                      16
<PAGE>

(iv) any request to institute proceedings referred to in Section 5.07(2) or (v)
any waiver of past defaults pursuant to Section 5.13, in each case with respect
to Securities of such series.  If such a record date is fixed  pursuant to this
paragraph,  the  relevant  action  may be taken or given  before or after  such
record  date,  but only the  Holders of record at the close of business on such
record  date shall be deemed to be holders  of  Securities  of a series for the
purpose  of  determining  whether  Holders  of  the  requisite   proportion  of
Outstanding Securities of such series have authorized or agreed or consented to
such action,  and for that purpose the  Outstanding  Securities  of such series
shall be  computed  as of such  record  date;  PROVIDED  that no such action by
Holders on such record date shall be deemed  effective  unless it shall  become
effective  pursuant  to the  provisions  of this  Indenture  not later than six
months after the record date.  Nothing in this paragraph  shall be construed to
prevent the Trustee  from  setting a new record date for any action for which a
record date has been set pursuant to this paragraph  (whereupon the record date
previously set shall automatically and with no action by any Person be canceled
and of no effect),  and nothing in this paragraph  shall be construed to render
ineffective  any action taken by Holders of the requisite  principal  amount of
Outstanding Securities of the relevant series on the date such action is taken.
Promptly after any record date is set pursuant to this paragraph,  the Trustee,
at the Issuer's reasonable expense,  shall cause notice of such record date and
the proposed action by Holders to be given to the Issuer in writing and to each
Holder of Securities of the relevant  series in the manner set forth in Section
1.06.

         Section 1.05      NOTICES,  ETC.,  TO  TRUSTEE  AND  THE  ISSUER.  Any
request, demand,  authorization,  direction,  notice, consent, waiver or Act of
Holders or other  document  provided or permitted by this  Indenture to be made
upon, given or furnished to, or filed with,

         (a)      the  Trustee or a  Responsible  Officer of the Trustee by any
Holder or by the Issuer  shall be  sufficient  for every  purpose  hereunder if
made,  given,  furnished  or filed in writing  and mailed  first-class  postage
prepaid,  to or with the Trustee at 60 Wall  Street,  27th Floor,  Mailstop NYC
60-2710,  New York, New York 10005-2858 with a copy to 25 DeForest  Avenue,  MS
01-0105,  Summit, New Jersey 07901 or if sent by facsimile  transmission,  to a
facsimile  number  provided by the  Trustee,  with a copy  mailed,  first-class
postage prepaid to the Trustee addressed to it as provided above; or

         (b)      the  Issuer  by  the  Trustee  or  by  any  Holder  shall  be
sufficient  for every purpose  hereunder  (unless  otherwise  herein  expressly
provided) if in writing and mailed,  first-class postage prepaid,  addressed to
the Issuer's agent for service of process at Nexen Petroleum U.S.A. Inc., 12790
Merit Drive,  Suite 800, LB 94,  Dallas,  Texas 75251,  or at any other address
previously  furnished  in writing to the Trustee by the  Issuer,  or if sent by
facsimile  transmission,  to a facsimile  number provided to the Trustee by the
Issuer,  with  a copy  mailed,  first-class  postage  prepaid,  to  the  Issuer
addressed to it as provided above.

         Section 1.06      NOTICE TO HOLDERS;  WAIVER.  Where this Indenture or
any Security  provides for notice to Holders of any event, such notice shall be
deemed  sufficiently  given  (unless  otherwise  herein  or  in  such  Security
expressly provided) if in writing and mailed,  first- class postage prepaid, to
each  Holder  affected  by such  event,  at

                                      17
<PAGE>

his address as it appears in the Security  Register,  not later than the latest
date, and not earlier than the earliest date, prescribed for the giving of such
notice.  In any case  where  notice to Holders  is given by mail,  neither  the
failure to mail such  notice,  nor any  defect in any notice so mailed,  to any
particular  Holder shall affect the  sufficiency of such notice with respect to
other Holders or the validity of the proceedings to which such notice relates.

         In case by reason of the  suspension  of  regular  mail  service or by
reason  of any other  cause it shall be  impracticable  to give such  notice by
mail, then such  notification as shall be made with the approval of the Trustee
shall constitute a sufficient notification for every purpose hereunder.

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

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

         Section 1.07      CONFLICT WITH TRUST  INDENTURE ACT. If any provision
hereof limits,  qualifies or conflicts with another  provision  hereof which is
required  to be included or deemed  included  in this  Indenture  by any of the
provisions of the Trust  Indenture Act, such required  provision shall control.
If any  provision of this  Indenture  modifies or excludes any provision of the
Trust Indenture Act that may be so modified or excluded,  such provision of the
Trust  Indenture Act shall be deemed to apply to this  Indenture as so modified
or shall be excluded, as the case may be.

         Section 1.08      EFFECT  OF  HEADINGS  AND  TABLE  OF  CONTENTS.  The
Article  and  Section  headings  herein  and  the  Table  of  Contents  are for
convenience only and shall not affect the construction hereof.

         Section 1.09      SUCCESSORS AND ASSIGNS. All covenants and agreements
in this Indenture by the Issuer shall bind its successors and assigns,  whether
so expressed or not.

         Section 1.10      SEPARABILITY  CLAUSE.  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 1.11      BENEFITS OF INDENTURE.  Nothing in this Indenture or
in the Securities, express or implied, shall give to any Person, other than the
parties hereto and their successors  hereunder and the Holders,  any benefit or
any legal or equitable right, remedy or claim under this Indenture.

                                      18
<PAGE>

         Section 1.12      GOVERNING  LAW. This  Indenture  and the  Securities
shall be governed by and construed in accordance  with the laws of the State of
New York.

         Section 1.13      LEGAL  HOLIDAYS.  In any  case  where  any  Interest
Payment Date,  Redemption Date,  sinking fund payment date,  Stated Maturity or
Maturity of any  Security  shall not be a Business Day at any Place of Payment,
then  (notwithstanding  any  other  provision  of  this  Indenture  or  of  the
Securities  other  than a  provision  in the  Securities  of any  series  which
specifically  states that such  provision  shall apply in lieu of this Section)
payment of interest or principal  (and premium and any other  amounts,  if any)
need not be made at such Place of Payment on such date,  but may be made on the
next  succeeding  Business  Day or on such  other  day as may be set  out  with
respect to the  Securities of a series in the Series  Supplement  applicable to
such series at such Place of Payment  with the same force and effect as if made
on the Interest  Payment  Date,  Redemption  Date,  sinking fund payment  date,
Stated  Maturity or  Maturity,  as the case may be,  PROVIDED  that no interest
shall  accrue on the  amount so  payable  for the  period  from and after  such
Interest  Payment Date,  Redemption  Date,  sinking fund payment  date,  Stated
Maturity  or  Maturity,  as the case may be,  if  payment  is made on such next
succeeding  Business Day or other day set out in such Officer's  Certificate or
in any Series Supplement with respect to a series of the Securities.

         Section 1.14      NO RECOURSE  AGAINST  OTHERS.  A director,  officer,
employee or  stockholder,  as such,  of the Issuer shall not have any liability
for any obligations of the Issuer under the Securities or this 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. Such waivers and releases are part of the consideration for the
issuance of the Securities.

         Section 1.15      AGENT  FOR  SERVICE;   SUBMISSION  TO  JURISDICTION;
WAIVER OF  IMMUNITIES.  By the  execution and delivery of this  Indenture,  the
Issuer (i) acknowledges that it will, by separate written instrument, designate
and appoint Nexen Petroleum U.S.A.  Inc., 12790 Merit Drive,  Suite 800, LB 94,
Dallas,  Texas 75251 (and any successor  entity) as its  authorized  agent upon
which  process  may be  served  in any  suit or  proceeding  arising  out of or
relating to this  Indenture or the  Securities  that may be  instituted  in any
Federal  or state  court in the  State of New York,  the City of New York,  the
Borough of Manhattan,  or brought under federal or state  securities  laws, and
acknowledges  that Nexen Petroleum  U.S.A.  Inc. will accept such  designation,
(ii)  submits  to the  jurisdiction  of any  such  court  in any  such  suit or
proceeding,  and (iii)  agrees  that  service of process  upon Nexen  Petroleum
U.S.A. Inc. and written notice of said service to the Issuer in accordance with
Section 1.05 shall be deemed in every respect effective service of process upon
the Issuer in any such suit or proceeding.

         To the  extent  that the  Issuer  has or  hereafter  may  acquire  any
immunity  from  jurisdiction  of any court or from any legal  process  (whether
through service of notice,  attachment prior to judgment,  attachment in aid of
execution,  execution or otherwise) with respect to itself or its property,  it
hereby irrevocably waives such

                                      19
<PAGE>

immunity in respect of its obligations under the above-referenced documents, to
the extent permitted by law.

         By the  execution  and  delivery  of this  Indenture,  the Trustee (i)
acknowledges  that it will,  by  separate  written  instrument,  designate  and
appoint Deutsche Bank AG, Toronto Branch, 22 Bay Street,  Suite 1100,  Toronto,
Ontario,  Canada M5K E7 (and any successor entity) as its authorized agent upon
which  process  may be  served  in any  suit or  proceeding  arising  out of or
relating to this  Indenture or the  Securities  that may be  instituted  in any
provincial court in the Province of Ontario,  or brought under Canadian federal
or Canadian provincial  securities laws, and acknowledges that Deutsche Bank AG
will accept such designation, (ii) submits to the non-exclusive jurisdiction of
any such court in any such suit or proceeding, and (iii) agrees that service of
process upon Deutsche Bank AG and written notice of said service to the Trustee
in  accordance  with  Section 1.05 shall be deemed in every  respect  effective
service of process upon the Trustee in any such suit or proceeding.

         Section 1.16      JUDGMENT CURRENCY. The Issuer agrees, to the fullest
extent that it may effectively do so under  applicable law, that (a) if for the
purpose of  obtaining  judgment in any court it is necessary to convert the sum
due in respect of the principal of, or premium,  other amounts or interest,  if
any, 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 New York Banking Day preceding that
on which a final  unappealable  judgment is given and (b) its obligations under
this  Indenture  to make  payments in the  Required  Currency  (i) shall not be
discharged or satisfied by any tender, or any recovery pursuant to any judgment
(whether or not entered in  accordance  with  subsection  (a)), in any currency
other than the  Required  Currency,  except to the extent  that such  tender or
recovery shall result in the actual  receipt,  by the payee, of the full amount
of the Required  Currency  expressed to be payable in respect of such payments,
(ii) shall be enforceable  as an alternative or additional  cause of action for
the purpose of recovering in the Required Currency the amount, if any, by which
such  actual  receipt  shall  fall  short of the full  amount  of the  Required
Currency so expressed to be payable and (iii) shall not be affected by judgment
being obtained for any other sum due under this Indenture.  For purposes of the
foregoing,  "NEW YORK BANKING DAY" means any day except a Saturday, Sunday or a
legal holiday in The City of New York or a day on which banking institutions in
The City of New York are  authorized  or required by law or executive  order to
close.

         Section 1.17      COUNTERPARTS. This instrument may be executed in any
number  of  counterparts,  each of which so  executed  shall be deemed to be an
original,  but all such counterparts shall together  constitute but one and the
same instrument.

                                      20
<PAGE>

                                   ARTICLE 2

                                 SECURITY FORMS

         Section 2.01      FORMS GENERALLY. The Securities of each series shall
be in substantially the form as shall be established by or pursuant to a Series
Supplement,   in  each  case  with  such  appropriate  insertions,   omissions,
substitutions  and  other  variations  as are  required  or  permitted  by this
Indenture,  and may have such letters, numbers or other marks of identification
and such legends or  endorsements  placed  thereon as may be required to comply
with the rules of any securities exchange or as may, consistently  herewith, be
determined by the Officers  executing  such  Securities,  as evidenced by their
execution  of the  Securities.  If the  form of  Securities  of any  series  is
established  by  action  taken  pursuant  to clause  (i) or (ii) of the  second
sentence of Section  3.01, a copy of such Board  Resolution  or an  appropriate
record of such action  shall be  certified  by the  Secretary  or an  Assistant
Secretary  of the  Issuer  and  delivered  to the  Trustee  at or  prior to the
delivery of the Issuer Order  contemplated  by Section 3.03 or Section 3.04 for
the authentication and delivery of such Securities.

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

         Section 2.02      FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The
Trustee's certificate of authentication shall be in substantially the following
form:

Dated:   _______________

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

                                         -------------------------------------
                                                                    As Trustee


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

         Section 2.03      SECURITIES  IN  GLOBAL  FORM.  If  Securities  of or
within a series are issuable in whole or in part in global form,  then any such
Security of such series may provide that it shall  represent the aggregate or a
specified amount of the Outstanding Securities of such series from time to time
endorsed  thereon and may also provide that the aggregate amount of Outstanding
Securities of such series represented  thereby may from time to time be reduced
or increased to reflect exchanges. Any endorsement of a Security in global form
to reflect the amount, or any increase or decrease in the amount, or changes in
the rights of Holders, of Outstanding  Securities  represented thereby shall be
made in such  manner and upon  instructions  given by such Person or Persons as
shall be  specified  therein  or in the  Issuer  Order to be  delivered  to the

                                      21
<PAGE>

Trustee pursuant to Section 3.03 or Section 3.04.  Subject to the provisions of
Section 3.03 and, if  applicable,  Section 3.04,  the Trustee shall deliver and
redeliver  any  Security  in  permanent  global  form in the  manner  and  upon
instructions  given  by the  Person  or  Persons  specified  therein  or in the
applicable  Issuer Order.  If an Issuer Order  pursuant to Section 3.03 or 3.04
has been, or simultaneously is, delivered,  any instructions by the Issuer with
respect to  endorsement  or delivery or redelivery of a Security in global form
shall be in  writing  but need not  comply  with  Section  1.02 and need not be
accompanied by an Opinion of Counsel.

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

         Notwithstanding  the  provisions  of  Sections  2.01 and 3.07,  unless
otherwise  specified as contemplated  by Section 3.01,  payment of principal of
and  premium  and other  amounts,  if any,  and  interest  on any  Security  in
permanent global form shall be made to the Person or Persons specified therein.

         Section 2.04      FORM OF LEGEND FOR THE  SECURITIES  IN GLOBAL  FORM.
Any Security in global form authenticated and delivered  hereunder shall bear a
legend in  substantially  the  following  form, or in such other form as may be
necessary or appropriate to reflect the arrangements with or to comply with the
requirements of any Depositary:

         "THIS  SECURITY  IS IN GLOBAL  FORM WITHIN THE MEANING OF THE
         INDENTURE  HEREINAFTER  REFERRED TO AND IS  REGISTERED IN THE
         NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY. UNLESS
         AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR  SECURITIES
         IN CERTIFICATED FORM IN THE LIMITED  CIRCUMSTANCES  DESCRIBED
         IN THE INDENTURE, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT
         AS A WHOLE BY THE  DEPOSITARY TO A NOMINEE OF THE  DEPOSITARY
         OR BY A  NOMINEE  OF  THE  DEPOSITARY  TO THE  DEPOSITARY  OR
         ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
         SUCH NOMINEE TO A SUCCESSOR  DEPOSITARY  OR A NOMINEE OF SUCH
         SUCCESSOR DEPOSITARY."

                                      22
<PAGE>

                               ARTICLE 3

                            THE SECURITIES

         Section 3.01      AMOUNT UNLIMITED;  ISSUABLE IN SERIES. The aggregate
principal amount of Securities  which may be authenticated  and delivered under
this Indenture is unlimited.

         The  Securities may be issued from time to time in one or more series.
Prior to the issuance of Securities of any series,  there shall be  established
in or pursuant to (i) a Board  Resolution  of the Issuer,  (ii)  actions  taken
pursuant to a Board  Resolution of the Issuer and (subject to Section 3.03) set
forth, or determined in the manner provided,  in an Officer's  Certificate with
respect to the  Issuer,  or (iii) one or more  indentures  supplemental  hereto
(each of (i), (ii) and (iii), a "SERIES SUPPLEMENT"):

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

         (2)      the  purchase  price,  denomination  and 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 Sections 3.04,
3.05, 3.06, 9.06 or 11.07);

         (3)      the date or dates on which the  principal  of and premium and
other amounts, if any, on the Securities of the series is payable or the method
of determination thereof;

         (4)      the rate or rates at which the Securities of the series shall
bear  interest,  if any,  or the  method of  calculating  such rate or rates of
interest,  the  method of payment  of  interest  (in  particular,  whether  the
interest will be paid in kind or otherwise),  the date or dates from which such
interest  shall  accrue  or the  method by which  such  date or dates  shall be
determined,  the Interest  Payment  Dates on which any such  interest  shall be
payable and the Regular  Record Date,  if any, for the interest  payable on any
Interest Payment Date;

         (5)      the place or  places  where,  subject  to the  provisions  of
Section  10.02,  the  principal  of,  premium and other  amounts,  if any,  and
interest, if any, on Securities of the series shall be payable;

         (6)      the place or places where the  Securities may be exchanged or
transferred  and  notices  and  demands to or upon the Issuer in respect of the
Securities and this Indenture may be served;

         (7)      the period or periods  within  which,  the price or prices at
which, the currency or currencies  (including currency unit or units) in which,
and the other terms and conditions  upon which  Securities of the series may be
redeemed,  in whole or in part, at the option of the Issuer, and, if other than
as provided in Section 11.03, the manner in

                                      23
<PAGE>

which the particular  Securities of such series (if less than all Securities of
such series are to be redeemed) are to be selected for redemption;

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

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

         (10)     if other  than  U.S.  dollars,  the  currency  or  currencies
(including  currency unit or units) in which  payments of principal of, premium
and other  amounts,  if any, and interest on the Securities of the series shall
or  may  by  payable,  or in  which  the  Securities  of the  series  shall  be
denominated, and the particular provisions applicable thereto;

         (11)     if the payments of principal of,  premium and other  amounts,
if any,  or  interest on the  Securities  of the series are to be made,  at the
election  of the Issuer or a Holder,  in a currency  or  currencies  (including
currency  unit  or  units)  other  than  that  in  which  such  Securities  are
denominated or designated to be payable, the currency or currencies  (including
currency  unit or units) in which such  payments are to be made,  the terms and
conditions  of such  payments  and the manner in which the  exchange  rate with
respect to such payments  shall be determined,  and the  particular  provisions
applicable thereto;

         (12)     if the amount of payments of principal of,  premium and other
amounts,  if any,  and  interest  on the  Securities  of the  series  shall  be
determined  with  reference to an index,  formula or other method (which index,
formula or method may be based, without limitation, on a currency or currencies
(including  currency unit or units) other than that in which the  Securities of
the series are denominated or designated to be payable),  the index, formula or
other method by which such amounts shall be determined;

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

         (14)     any modifications of or additions to the Events of Default or
the  covenants of the Issuer set forth herein with respect to Securities of the
series;  and  whether  and  the  conditions  under  which  the  Holders  of the
Securities of the series may waive any such Event of Default or compliance with
any such covenant relating to the Securities of such series;

         (15)     if either or both of Section 13.02 and Section 13.03 shall be
inapplicable,  in whole or in part, to the  Securities of the series  (PROVIDED
that if no such

                                      24
<PAGE>

inapplicability  shall be specified,  then both Section 13.02 and Section 13.03
shall be applicable to the Securities of the series);  and any  modification to
either such section as it relates to such series of Securities;

         (16)     if other than the Trustee,  the identity of the Registrar and
any Paying Agent;

         (17)     if the  Securities  of the series shall be issued in whole or
in part in global form, (i) the Depositary for such global Securities, (ii) the
form of any  legend in  addition  to or in lieu of that in  Section  2.04 which
shall be borne by such global  Security,  (iii)  whether  beneficial  owners of
interests  in any  Securities  of the series in global form may  exchange  such
interests for  certificated  Securities of such series and of like tenor of any
authorized form and denomination, and (iv) if other than as provided in Section
3.05, the circumstances under which any such exchange may occur;

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

         (19)     any  provisions  for the  satisfaction  and  discharge of the
Securities of the series,  including provisions in addition to or modifying the
provisions of Article 4 as they pertain to Securities of the series;

         (20)     if the  Securities of that series do not bear  interest,  the
applicable dates for purposes of Section 7.01;

         (21)     any agents for the series, including trustees,  depositories,
authenticating,  conversion,  calculation or paying agents,  transfer agents or
registrars;

         (22)     the  subordination  of the Securities of such series to other
indebtedness of the Issuer, including without limitation, the Securities of any
other series; and

         (23)     any other terms of the series,  including any terms which may
be required by or advisable  under the laws of the United  States of America or
regulations thereunder or advisable (as determined by the Issuer) in connection
with the marketing of Securities of the series.

         All  Securities  of any one series  shall be  substantially  identical
except as to  denomination  and except as may  otherwise  be  provided by (i) a
Board  Resolution  of the  Issuer,  (ii)  actions  taken  pursuant  to a  Board
Resolution of the Issuer and (subject to Section 3.03) set forth, or determined
in the manner provided, in an Officer's Certificate or (iii) any such indenture
supplemental hereto. All Securities of any one series need not be issued at the
same time and, unless otherwise provided, a series may be reopened, without the
consent of the Holders, for issuances of additional Securities of such series.

                                      25
<PAGE>

         If any of the terms of the Securities of any series are established by
action  taken  pursuant  to  clause  (i) or (ii) of the first  sentence  of the
preceding  paragraph,  a copy of such Board Resolution or an appropriate record
of such action shall be certified by the Secretary or an Assistant Secretary of
the Issuer and  delivered  to the  Trustee at or prior to the  delivery  of the
corresponding  Officer's Certificate setting forth, or providing the manner for
determining,  the terms of the  Securities of such series,  and an  appropriate
record of any action taken pursuant  thereto in connection with the issuance of
any  Securities  of such series shall be delivered to the Trustee  prior to the
authentication and delivery thereof. Prior to the delivery of a Security of any
series in any such form to the  Trustee for the  Securities  of such series for
authentication,   the  Issuer  shall  deliver  to  such  Trustee  an  Officer's
Certificate of the Issuer dated the date such  Certificate is delivered to such
Trustee  stating that all conditions  precedent  provided for in this Indenture
relating to the  authentication  and delivery of  Securities in such forms have
been complied with.

         Section 3.02      DENOMINATIONS.  The  Securities of each series shall
be issuable in registered form without coupons in such  denominations  as shall
be  specified  as  contemplated  by Section  3.01.  In the  absence of any such
provisions with respect to the Securities of any series, the Securities of such
series shall be issuable in denominations  of $1,000 and any integral  multiple
thereof.

         Section 3.03      EXECUTION, AUTHENTICATION,  DELIVERY AND DATING. The
Securities shall be executed on behalf of the Issuer by its Designated Officer.
The  signature of the  Designated  Officer on the  Securities  may be manual or
facsimile.  Typographical  and  other  minor  errors  or  defects  in any  such
reproduction of the seal or any such signature shall not affect the validity or
enforceability  of any Security that has been duly  authenticated and delivered
by the Trustee.

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

         At any time and from time to time after the  execution and delivery of
this Indenture, the Issuer may deliver Securities of any series executed by the
Issuer to the Trustee for authentication, together with an Issuer Order for the
authentication  and delivery of such Securities,  and the Trustee in accordance
with the Issuer Order shall authenticate and make such Securities available for
delivery.  If the form or terms  of the  Securities  of the  series  have  been
established  in or pursuant to one or more Board  Resolutions  as  permitted by
Sections 2.01 and 3.01, 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 Sections
315(a)  through (d) of the Trust  Indenture  Act) shall be fully  protected  in
relying upon, an Opinion of Counsel stating (subject to customary  assumptions,
conditions and exceptions):

                                      26
<PAGE>

         (a)      if the terms of such Securities  have been  established by or
pursuant to a Board  Resolution as permitted by Section  3.01,  that such terms
have been established in conformity with the provisions of this Indenture; and

         (b)      that such Securities, when authenticated and delivered by the
Trustee  and issued by the Issuer in the manner and  subject to any  conditions
specified in such Opinion of Counsel, will constitute valid and legally binding
obligations of the Issuer,  enforceable in accordance with their terms,  except
to  the  extent  enforceability  may  be  limited  by  applicable   bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance and other similar
laws affecting the enforcement of creditors' rights generally and by the effect
of  general  principles  of equity  (regardless  of whether  enforceability  is
considered in a proceeding in equity or at law).

         If such  terms  have been so  established,  the  Trustee  shall not be
required  to  authenticate  such  Securities  if the  issue of such  Securities
pursuant to this  Indenture  will affect the  Trustee's  own rights,  duties or
immunities  under the  Securities  and this  Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee, or in the written opinion of
counsel to the Trustee  (which  counsel may be an employee of the Trustee) such
authentication  may not  lawfully  be made or  would  involve  the  Trustee  in
personal liability.

         Notwithstanding  the provisions of Section 3.01 and of the immediately
preceding  paragraph,  if all  Securities  of a series are not to be originally
issued at one time,  it shall not be necessary to deliver the Board  Resolution
and the Officer's  Certificate  otherwise  required pursuant to Section 3.01 or
the Issuer  Order and  Opinion of Counsel  otherwise  required  pursuant to the
second preceding  paragraph at or prior to the time of  authentication  of each
Security  of such series if such  documents  are  delivered  at or prior to the
authentication  upon original  issuance of the first Security of such series to
be issued.

         If the  Issuer  shall  establish  pursuant  to  Section  3.01 that the
Securities  of a series are to be issued in whole or in part in the form of one
or more global Securities, then the Issuer shall execute and the Trustee shall,
in  accordance  with this  Section  and the Issuer  Order  with  respect to the
authentication  and  delivery of such series,  authenticate  and deliver one or
more Securities of such series in global form that (i) shall be in an aggregate
amount equal to the aggregate principal amount of the Outstanding Securities of
such series to be  represented  by such  Security or Securities in global form,
(ii) shall be  registered  in the name of the  Depositary  for such Security or
Securities in global form or its nominee, and (iii) shall be made available for
delivery by the  Trustee to such  Depositary  or pursuant to such  Depositary's
instruction.

         If all the  Securities  of any one  series are not to be issued at one
time and if a Board  Resolution  relating to such  Securities  shall so permit,
such Issuer Order may set forth  procedures  acceptable  to the Trustee for the
issuance of such Securities,  including,  without  limitation,  procedures with
respect to interest rate, Stated Maturity, date of issuance and date from which
interest, if any, shall accrue.

                                      27
<PAGE>

         Unless otherwise  provided for in the form of Security,  each Security
shall be dated the date of its authentication.

         No Security  shall be entitled to any benefits under this Indenture or
be valid or obligatory  for any purpose unless there appears on such Security a
certificate  of  authentication  substantially  in the form provided for herein
executed by the Trustee or an  Authenticating  Agent by manual  signature,  and
such certificate upon any Security shall be conclusive  evidence,  and the only
evidence,  that  such  Security  has  been  duly  authenticated  and  delivered
hereunder and is entitled to the benefits of this Indenture.

         Notwithstanding  the  foregoing,  if  any  Security  shall  have  been
authenticated and delivered  hereunder but never issued and sold by the Issuer,
and the Issuer shall deliver such Security to the Trustee for  cancellation  as
provided in Section  3.09  together  with a written  statement  (which need not
comply with Section 1.02 and need not be  accompanied by an Opinion of Counsel)
stating that such  Security  has never been issued and sold by the Issuer,  for
all purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall not be entitled to the benefits
of this Indenture.

         In  case  any  Securities  shall  have  been  authenticated,  but  not
delivered,  by the Trustee or the Authenticating  Agent for such series then in
office,  any successor by merger,  conversion or consolidation to such Trustee,
or any  successor  Authenticating  Agent,  as the case may be,  may adopt  such
authentication and deliver the Securities so authenticated with the same effect
as if such  successor  Trustee  or  successor  Authenticating  Agent had itself
authenticated such Securities.

         Each Depositary  designated pursuant to Section 3.01 for a Security in
global  form must,  at the time of its  designation  and at all times  while it
serves as Depositary,  be a clearing agency  registered  under the Exchange Act
and any other applicable statute or regulation.

         Section 3.04      TEMPORARY  SECURITIES.  Pending the  preparation  of
definitive Securities of any series, the Issuer may execute, and upon an Issuer
Order the Trustee shall authenticate and make available for delivery, temporary
Securities  of  such  series  which  are  printed,  lithographed,  typewritten,
mimeographed or otherwise produced, in any authorized  denomination,  with like
terms and  conditions  as the  definitive  Securities in lieu of which they are
issued and with such appropriate insertions, omissions, substitutions and other
variations  as  the  officers  executing  such  Securities  may  determine,  as
evidenced by their execution of such Securities.

         In the case of Securities of any series, such temporary Securities may
be in global form,  representing all or a portion of the Outstanding Securities
of such series.

         Except in the case of temporary Securities in global form (which shall
be  exchanged  in  accordance  with  the  provisions  thereof),   if  temporary
Securities  of  any  series  are  issued,  the  Issuer  will  cause  definitive
Securities of that series to be prepared without  unreasonable delay. After the
preparation of definitive  Securities of such series,

                                      28
<PAGE>

the temporary  Securities of such series shall be  exchangeable  for definitive
Securities of such series upon  surrender of the  temporary  Securities of such
series at the  office or agency of the  Issuer in a Place of  Payment  for that
series,  without charge to the Holder.  Upon surrender for  cancellation of any
one or more  temporary  Securities of any series,  the Issuer shall execute and
the Trustee  shall  authenticate  and make  available  for delivery in exchange
therefor a like principal amount of definitive Securities of the same series of
authorized denominations and of like terms and conditions.  Until so exchanged,
the temporary Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities of such series.

         Section 3.05      REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.
The Issuer shall cause to be kept at the Corporate  Trust Office of the Trustee
or in any office or agency to be maintained  by the Issuer in  accordance  with
Section 10.02 in a Place of Payment a register (the register maintained in such
office  and in any other  office or agency of the  Issuer in a Place of Payment
being herein sometimes  collectively referred to as the "SECURITY REGISTER") in
which, subject to such reasonable  regulations as it may prescribe,  the Issuer
shall  provide  for the  registration  of  Securities  and of  registration  of
transfers of Securities.  The Trustee is hereby appointed "SECURITY  REGISTRAR"
for the purpose of registering Securities and transfers of Securities as herein
provided.

         Upon  surrender  for  registration  of transfer of any Security of any
series at the  office or agency of the  Issuer in a Place of  Payment  for that
series,  the Issuer shall execute,  and the Trustee shall authenticate and make
available  for  delivery,   in  the  name  of  the  designated   transferee  or
transferees,  one or more new Securities of the same series,  of any authorized
denominations and of a like aggregate  principal amount and Stated Maturity and
with like terms and conditions.

         At the  option  of the  Holder,  Securities  of any  series  (except a
Security in global  form) may be  exchanged  for other  Securities  of the same
series,  of any  authorized  denominations  and of a like  aggregate  principal
amount and Stated Maturity and with like terms and  conditions,  upon surrender
of the  Securities  to be  exchanged  at such  office or agency.  Whenever  any
Securities are so surrendered for exchange,  the Issuer shall execute,  and the
Trustee shall  authenticate  and make  available for delivery,  the  Securities
which the Holder making the exchange is entitled to receive.

         Each Security issued in global form authenticated under this Indenture
shall be registered in the name of the Depositary designated for such series or
a nominee  thereof and  delivered to such  Depositary  or a nominee  thereof or
custodian  therefor,  and each  such  Security  issued  in  global  form  shall
constitute a single Security for all purposes of this Indenture.

         Notwithstanding  any other  provision of this Section or Section 3.04,
unless  and  until  it is  exchanged  in whole  or in part  for  Securities  in
certificated  form in the  circumstances  described below, a Security in global
form  representing  all or a portion of the  Securities  of a series may not be
transferred except as a whole by the Depositary for such series to a nominee of
such  Depositary  or by a nominee  of such  Depositary  to such  Depositary  or
another nominee of such Depositary or by such Depositary or any

                                      29
<PAGE>

such  nominee to a  successor  Depositary  for such series or a nominee of such
successor Depositary.

         If at any time the Depositary for the Securities of a series  notifies
the Issuer that it is  unwilling  or unable to continue as  Depositary  for the
Securities of such series or if at any time the  Depositary  for the Securities
of such series shall no longer be eligible to perform  such duties,  the Issuer
shall  appoint a successor  Depositary  with respect to the  Securities of such
series. If (i) a successor  Depositary for the Securities of such series is not
appointed by the Issuer within 90 days after the Issuer receives such notice or
becomes aware of such  ineligibility,  (ii) the Issuer  delivers to the Trustee
for the  Securities of such series in  registered  form an Issuer Order stating
that the Securities of such series shall be exchangeable,  or (iii) an Event of
Default under  Section 5.01 hereof has occurred and is continuing  with respect
to the  Securities  of such  series,  then the Issuer's  selection  pursuant to
Section 3.01(17) shall no longer be effective with respect to the Securities of
such series, and the Issuer shall execute, and the Trustee,  upon receipt of an
Issuer Order for the authentication and delivery of certificated  Securities of
such series of like tenor and like terms and conditions, shall authenticate and
deliver  Securities  of such  series  of like  tenor  and with  like  terms and
conditions  in  certificated  form,  in  authorized  denominations  and  in  an
aggregate  principal  amount equal to the  principal  amount of the Security or
Securities of such series of like tenor and like terms and conditions in global
form in exchange for such Security or Securities in global form.

         The  Issuer  may at any time in its  sole  discretion  determine  that
Securities  issued in global  form  shall no  longer be  represented  by such a
Security or Securities in global form. In such event the Issuer shall  execute,
and the Trustee,  upon receipt of an Issuer  Order for the  authentication  and
delivery of certificated Securities of such series of like tenor and like terms
and conditions,  shall  authenticate and deliver,  Securities of such series of
like tenor and like terms and  conditions in  certificated  form, in authorized
denominations  and in an  aggregate  principal  amount  equal to the  principal
amount of the  Security  or  Securities  of such  series of like tenor and like
terms and conditions in global form in exchange for such Security or Securities
in global form.

         If specified by the Issuer  pursuant to Section 3.01 with respect to a
series of  Securities,  the Depositary for such series may surrender a Security
in global form of such series in exchange in whole or in part for Securities of
such series in certificated  form on such terms as are acceptable to the Issuer
and such Depositary. Thereupon, the Issuer shall execute, and the Trustee shall
authenticate and deliver, without service charge, but subject to Section 6.07,

         (i)      to each Person  specified by such  Depositary a new certified
Security  or  Securities  of the same  series of like  tenor and like terms and
conditions,  of any  authorized  denomination  as  requested  by such Person in
aggregate  principal  amount  equal  to  and  in  exchange  for  such  Person's
beneficial interest in the Security in global form; and

         (ii)     to such  Depositary  a new  Security  in global  form of like
tenor and like terms and conditions in a denomination  equal to the difference,
if any, between the

                                      30
<PAGE>

principal  amount of the surrendered  Security in global form and the aggregate
principal amount of certificated Securities delivered to Holders thereof.

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

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

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

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

         Unless  otherwise  provided in the  Securities  to be  transferred  or
exchanged,  no service charge shall be made for any registration of transfer or
exchange of Securities,  but the Issuer or the Trustee may require payment of a
sum  sufficient  to cover  any tax or  other  governmental  charge  that may be
imposed  in  connection  with any  registration  of  transfer  or  exchange  of
Securities,  other than exchanges  pursuant to Section 3.04,  9.06 or 11.07 not
involving any transfer.

         In the event of any redemption of any series,  the Issuer shall not be
required to (i) issue,  register the transfer of or exchange the  Securities of
any series during a period  beginning 15 days before the mailing of a notice of
redemption  of  Securities  of that series to be redeemed  or, with  respect to
which a Holder has  exercised an option to require  repurchase  of the Security
prior to the Stated Maturity thereof, and ending on the date of the mailing; or
(ii)  register the transfer of or exchange any  Security,  or portion  thereof,
called for  redemption  or,  with  respect to which a Holder has  exercised  an
option to require  repurchase  of the  Security,  prior to the Stated  Maturity
thereof,  except the unredeemed portion or portion not being repurchased of any
Security being redeemed or repurchased in part.

         The  foregoing  provisions  relating  to  registration,  transfer  and
exchange may be modified, supplemented or superseded with respect to any series
of Securities by the Series Supplement for such series.

                                      31
<PAGE>

         Section 3.06      MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES. If
(i) any mutilated  Security is  surrendered to the Trustee for such Security or
the  Issuer  and  the  Trustee  for  a  Security   receive  evidence  to  their
satisfaction of the  destruction,  loss or theft of any Security and (ii) there
is delivered to the Issuer,  the Paying Agent and such Trustee such security or
indemnity  as may be  required  by them to hold  each of them and any  agent of
either of them  harmless,  then,  in the absence of notice to the Issuer or any
Responsible  Officer of such Trustee that such  Security has been acquired by a
BONA FIDE purchaser, the Issuer shall execute and upon its request such Trustee
shall authenticate and deliver,  in lieu of any such destroyed,  lost or stolen
Security or in exchange for such mutilated Security, a new Security of the same
series and in a like  principal  amount and of a like Stated  Maturity and with
like  terms  and  conditions,   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 Issuer in its discretion may,
instead of issuing a new Security, pay such Security.

         Upon the issuance of any new Security  under this Section,  the Issuer
may  require  the  payment  of a sum  sufficient  to  cover  any  tax or  other
governmental  charge  that may be imposed  in  relation  thereto  and any other
expenses (including the fees and expenses of the Trustee) 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 Issuer, whether or not the destroyed,
lost or stolen Security shall be at any time  enforceable by anyone,  and shall
be entitled to all the benefits of 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 3.07      PAYMENT  OF  INTEREST;  INTEREST  RIGHTS  PRESERVED.
Interest on any  Security  which is  payable,  and is  punctually  paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest.

         Any interest on any  Security of any series  which is payable,  but is
not punctually paid or duly provided for, on any Interest  Payment Date (herein
called "DEFAULTED  INTEREST") shall forthwith cease to be payable to the Holder
on the relevant  Regular Record Date by virtue of having been such Holder,  and
such  Defaulted  Interest  may be paid by the Issuer,  at its  election in each
case, as provided in Clause (1) or (2) below:

                                      32
<PAGE>

         (1)      The  Issuer  may  elect  to  make  payment  of any  Defaulted
Interest to the Persons in whose names the  Securities of such series (or their
respective Predecessor Securities) are registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest,  which shall be
fixed in the following  manner.  The Issuer shall notify the Trustee in writing
of the amount of  Defaulted  Interest  proposed to be paid on each  Security of
such series and the date of the proposed  payment (which shall be not less than
25 days after the receipt by the Trustee of such  notice,  unless such  Trustee
shall  consent  to an  earlier  date),  and at the same time the  Issuer  shall
deposit with the Trustee an amount of money in Applicable Currency equal to the
aggregate  amount proposed to be paid in respect of such Defaulted  Interest or
shall make arrangements reasonably satisfactory to the Trustee for such deposit
prior to the date of the proposed payment, such money when deposited to be held
in trust for the benefit of the Persons entitled to such Defaulted  Interest as
in this Clause provided.  Thereupon the Trustee shall fix a Special Record Date
for the payment of such Defaulted Interest which shall be not more than 15 days
and not less than 10 days  prior to the date of the  proposed  payment  and not
less  than 10 days  after  the  receipt  by the  Trustee  of the  notice of the
proposed payment.  The Trustee shall promptly notify the Issuer of such Special
Record Date and, in the name and at the reasonable expense of the Issuer, shall
cause notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be mailed,  first-class postage prepaid, to each Holder
of  Securities  of such  series at his  address as it  appears in the  Security
Register,  not less than 10 days prior to such Special  Record Date.  Notice of
the proposed  payment of such  Defaulted  Interest and the Special  Record Date
therefor  having been so mailed,  such Defaulted  Interest shall be paid to the
Persons in whose  names the  Securities  of such  series  (or their  respective
Predecessor Securities) are registered at the close of business on such Special
Record  Date and shall no longer be payable  pursuant to the  following  Clause
(2).

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

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

         Section 3.08      PERSONS DEEMED OWNERS. Prior to due presentment of a
Security for registration of transfer, the Issuer, the Trustee and any agent of
the Issuer or the Trustee  may treat the Person in whose name such  Security is
registered as the owner of such  Security for the purpose of receiving  payment
of principal of,  premium and other  amounts,  if any, and (subject to Sections
3.05 and 3.07) interest on such Security and for all other purposes whatsoever,
whether or not such  Security be overdue,  and neither the Issuer,  the Trustee
nor any agent of the Issuer or the  Trustee  shall be affected by notice to the
contrary.

                                      33
<PAGE>

         None of the  Issuer,  the  Trustee  or any agent of the  Issuer or the
Trustee  shall  have any  responsibility  or  liability  for any  aspect of the
records  relating  to or  payments  made on  account  of  beneficial  ownership
interest of a Security  in global  form,  or for  maintaining,  supervising  or
reviewing  any  records  relating  to  such  beneficial   ownership   interest.
Notwithstanding  anything to the contrary in this Indenture,  the Depositary or
its  nominee,  as Holder of a Security in global  form,  may grant  proxies and
otherwise authorize any Person (including owners of beneficial interests in the
Securities) to take any action that the Depositary or its nominee, as Holder of
a Security in global  form,  is entitled  to take under this  Indenture  or the
Securities,  provided further that with respect to any Security in global form,
nothing  herein  shall  prevent  the Issuer or the  Trustee or any agent of the
Issuer or the Trustee, from giving effect to any written  certification,  proxy
or other  authorization  furnished by any  Depositary  (or its  nominee),  as a
Holder, with respect to such Security in global form or impair, as between such
Depositary and owners of beneficial  interests in such Security in global form,
the  operation of customary  practices  governing  the exercise of the right of
such Depositary (or its nominee) as holder of such Security in global form.

         Section 3.09      CANCELLATION.   All   Securities   surrendered   for
payment, redemption, registration of transfer or exchange or for credit against
any sinking fund payment  shall,  if  surrendered  to any Person other than the
Trustee,  be delivered to the Trustee and shall be promptly canceled by it. The
Issuer may at any time deliver to the Trustee for  cancellation  any Securities
previously  authenticated  and  delivered  hereunder  which the Issuer may have
acquired in any manner  whatsoever,  and all  Securities so delivered  shall be
promptly canceled by the Trustee.  No Securities shall be authenticated in lieu
of or in exchange  for any  Securities  canceled  as provided in this  Section,
except as expressly permitted by this Indenture.  All canceled Securities shall
be  held  by  the  Trustee  and  may  be  destroyed   (and,  if  so  destroyed,
certification of their destruction shall be delivered to the Issuer, unless, by
an Issuer Order,  the Issuer shall direct that canceled  Securities be returned
to them).

         Section 3.10      COMPUTATION   OF   INTEREST.   Except  as  otherwise
specified  as  contemplated  by  Section  3.01 for  Securities  of any  series,
interest on the  Securities  of each series shall be computed on the basis of a
360-day year of twelve 30-day months.  For the purpose of disclosure  under the
INTEREST ACT (Canada)  only,  each rate of interest  which is  calculated  with
reference  to a period (the  "deemed  interest  period")  that is less than the
actual  number of days in the calendar year of  calculation  is equivalent to a
rate based on a calendar year  calculated by multiplying  such rate of interest
by the actual number of days in the calendar year of  calculation  and dividing
by the number of days in the deemed interest period.

         Section 3.11      CUSIP  NUMBER.  The Issuer in issuing  Securities of
any series may use a "CUSIP"  number,  and if so, the Trustee may use the CUSIP
number in  notices of  redemption  or  exchange  or other  correspondence  with
holders as a  convenience  to Holders of such series;  PROVIDED,  that any such
notice  may  state  that no  representation  is made as to the  correctness  or
accuracy of the CUSIP number printed on the notice or on the Securities of such
series, and that reliance may be placed only on the other

                                      34
<PAGE>

identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such  numbers.  The Issuer will
promptly  notify the Trustee of any change in the CUSIP number of any series of
Securities.

         Section 3.12      WIRE TRANSFERS.  Notwithstanding any other provision
to the  contrary in this  Indenture,  the Issuer may make any payment of moneys
required  to be  deposited  with the  Trustee on account  of  principal  of, or
premium and other  amounts,  if any, or  interest  on the  Securities  (whether
pursuant to optional or mandatory  redemption  payments,  interest  payments or
otherwise)  by wire  transfer  of  immediately  available  funds to an  account
designated  by the Trustee on or before the date and time such moneys are to be
paid to the Holders of the Securities in accordance with the terms hereof.

                                   ARTICLE 4

                           SATISFACTION AND DISCHARGE

         Section 4.01      SATISFACTION AND DISCHARGE OF INDENTURE.

         (a)      This  Indenture  shall  cease to be of  further  effect  with
respect to a series of Securities when the Trustee,  upon Issuer Request and at
the expense of the  Issuer,  shall  execute  proper  instruments  acknowledging
satisfaction and discharge of this Indenture, when

                  (1)      either (a) all Securities of such series theretofore
authenticated  and  delivered  (other  than  (i)  Securities  which  have  been
destroyed,  lost or stolen and which have been  replaced or paid as provided in
Section 3.06 and (ii) Securities for whose payment money has  theretofore  been
deposited in trust or segregated and held in trust by the Issuer and thereafter
repaid to the Issuer or  discharged  from such  trust,  as  provided in Section
10.04) have been  delivered  to the Trustee for  cancellation;  or (b) all such
Securities not theretofore  delivered to the Trustee for  cancellation (i) have
become due and  payable,  or (ii) will become due and  payable at their  Stated
Maturity  within one year, or (iii) have been called for redemption  within one
year under arrangements  reasonably  satisfactory to the Trustee for the giving
of notice of  redemption  by the  Trustee  in the name,  and at the  reasonable
expense,  of the Issuer,  and the Issuer, in the case of (b)(i),  (ii) or (iii)
above,  has irrevocably  deposited with the Trustee as trust funds in trust for
the  purpose  cash in the  Applicable  Currency  or, in the case of a series of
Securities  payable  in  dollars,  U.S.  Government  Obligations  in an  amount
certified to be sufficient to pay and discharge the entire indebtedness on such
Securities  not  theretofore  delivered  to the Trustee for  cancellation,  for
principal,  premium and other amounts, if any, and interest to the date of such
deposit (in the case of  Securities  which have become due and  payable) or the
Stated Maturity or Redemption Date, as the case may be;

                  (2)      the  Issuer  has paid or caused to be paid all other
sums payable hereunder by the Issuer and has delivered irrevocable instructions
to the Trustee to apply the deposited amounts to the payment of such Securities
at Stated Maturity or redemption, as applicable;

                                      35
<PAGE>

                  (3)      no Default or Event of Default  with respect to this
Indenture or the Securities shall have occurred on the date of deposit and such
deposit  will not result in a breach or violation  of, or  constitute a default
under,  any other  instruments to which any Issuer is a party or to which it is
bound; and

                  (4)      the Issuer has delivered to the Trustee an Officer's
Certificate  and an  Opinion  of  Counsel,  each  stating  that all  conditions
precedent  provided for herein  relating to the  satisfaction  and discharge of
this Indenture with respect to such Securities have been complied with.

         (b)      Notwithstanding   the  satisfaction  and  discharge  of  this
Indenture with respect to a series of Securities:

                  (i)      Until no  notes of such  series  of  Securities  are
outstanding,  (1) the  obligations  of the Issuer to any  Authenticating  Agent
under Section  6.14,  (2) if money shall have been  deposited  with the Trustee
pursuant to clause  (a)(1)(b) of this Section,  the  obligations of the Trustee
and any Paying Agent under Section 4.02 and the last paragraph of Section 10.04
and (3) the  obligations  of the Issuer  under this Article 4,  Sections  3.03,
3.05, 3.06, 3.07,  7.01, 7.02,  10.01,  10.02 and the last paragraph of Section
10.04 shall survive, in each case, with respect to such series of Securities.

                  (ii)     After no  notes of such  series  of  Securities  are
outstanding,  (1) the  obligations  of the Issuer to the Trustee  under Section
6.07 and (2) the obligations of the Issuer under this Article 4 shall survive.

         Section 4.02      APPLICATION   OF  TRUST   MONEY.   Subject   to  the
provisions of the last paragraph of Section 10.04, all money deposited with the
Trustee  pursuant to Section  4.01 shall be held in trust and applied by it, in
accordance  with the provisions of the Securities  and this  Indenture,  to the
payment,  either  directly or through any Paying  Agent  (including  the Issuer
acting as its own Paying  Agent) as the Trustee may  determine,  to the Persons
entitled thereto,  of the principal (and premium and other amounts, if any) and
interest for whose  payment such money has been  deposited  with or received by
the Trustee,  but such money need not be segregated  from other funds except to
the extent required by law.

         Section 4.03      REINSTATEMENT.  If the  Trustee  or Paying  Agent is
unable to apply  any cash in  accordance  with this  Article 4 by reason of any
legal  proceeding  or by  reason  of any  order  or  judgment  of any  court or
governmental  authority  enjoining,  restraining or otherwise  prohibiting such
application,  the Issuer's  obligations under this Indenture and the Securities
shall be revived and  reinstated as though no deposit had occurred  pursuant to
Article 4 until such time as the Trustee or Paying  Agent is permitted to apply
all such cash in  accordance  with Article 4;  PROVIDED,  HOWEVER,  that if the
Issuer has made any payment of interest on, premium and other amounts,  if any,
principal  or  other  amounts,  if  any,  of  any  Securities  because  of  the
reinstatement of its obligations,  the Issuer shall be subrogated to the rights
of the Holders of such  Securities  to receive such payment from the money held
by the trustee or Paying Agent.

                                      36
<PAGE>

         Section 4.04      APPLICATION TO A SPECIFIC SERIES OF SECURITIES.  The
Issuer may elect to satisfy and  discharge  its  obligations  with respect to a
specific  series of Securities  under the Indenture by complying with the terms
of Article 4. If the Issuer makes such election, (a) the terms of Section 4.01,
4.02 and 4.03 shall apply only to the  specific  series of  Securities  and the
terms of the Indenture as it relates to such series of  Securities  and (b) the
other Securities issued hereunder and the Indenture as it relates to such other
Securities shall remain in full force and effect.

                                   ARTICLE 5

                                    REMEDIES

         Section 5.01      EVENTS OF DEFAULT.  Except as otherwise specified as
contemplated  by Section 3.01 for  Securities of a series,  "EVENT OF DEFAULT,"
wherever used herein with respect to Securities of any series, means any one of
the following events (whatever the reason for such Event of Default and whether
it shall be voluntary or  involuntary or by operation of law or pursuant to any
judgment,  decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

         (1)      the  Issuer  defaults  in  the  payment  of  interest  on any
Security  of that  series  when such  interest  becomes due and payable and the
default  continues  for a period of 30 days;  PROVIDED,  however,  that a valid
extension by the Issuer of an interest  payment  period for the  Securities  of
such  series in  accordance  with the terms of the  Series  Supplement  of such
Series  shall not  constitute  a default in the  payment of  interest  for this
purpose;

         (2)      the Issuer  defaults in the payment of the  principal  of, or
premium or other amounts,  if any, on any Security of that series when the same
becomes due and payable at Maturity or on redemption or otherwise;

         (3)      the Issuer fails to deposit any sinking fund payment after it
becomes due by the terms of a Security of that series;

         (4)      the  Issuer  fails to  observe  or  perform  any of its other
covenants,  agreements or  warranties in the  Securities of that series or this
Indenture  (other  than a  covenant,  agreement  or warranty a default in whose
performance  or whose breach is elsewhere  in this Section  specifically  dealt
with or which has  expressly  been  included in this  Indenture  solely for the
benefit of a series of Securities  other than that series),  and the failure to
observe or perform  continues for the period and after the notice  specified in
the last paragraph of this Section;

         (5)      the  Issuer   pursuant  to  or  within  the  meaning  of  any
Bankruptcy  Law  (a)  commences  a  voluntary  case  or  proceeding  under  any
Bankruptcy Law with respect to itself, (b) consents to the entry of a judgment,
decree or order for relief  against  it in an  involuntary  case or  proceeding
under any Bankruptcy  Law, (c) consents to or acquiesces in the  institution of
bankruptcy or insolvency  proceedings  against it, (d) applies for, consents to
or acquiesces in the  appointment of or taking  possession by a

                                      37
<PAGE>

Custodian of it or for all or substantially  all of the property of the Issuer,
(e) makes a general assignment for the benefit of its creditors,  (f) admits in
writing to an  inability  to pay its debts as they  become due or (g) takes any
corporate  action  in  furtherance  of  or  to  facilitate,   conditionally  or
otherwise, any of the foregoing;

         (6)      (i) a court of  competent  jurisdiction  enters  a  judgment,
decree  or order for  relief in an  involuntary  case or  proceeding  under any
Bankruptcy  Law which shall (a) approve as  properly  filed a petition  seeking
reorganization,  arrangement,  adjustment  or  composition  in  respect  of the
Issuer,  (b) appoint a Custodian of the Issuer for all or substantially  all of
the  property of the Issuer,  or (c) order the  winding-up  or  liquidation  of
affairs of the Issuer, and such judgment, decree or order shall remain unstayed
and in effect for a period of 60  consecutive  days; or (ii) any  bankruptcy or
insolvency  petition or application  is filed,  or any bankruptcy or insolvency
proceeding is commenced,  against the Issuer and such petition,  application or
proceeding is not dismissed within 60 days; or (iii) a warrant of attachment is
issued against any material  portion of the property of the Issuer which is not
released within 60 days of service;  or (iv) a court of competent  jurisdiction
enters an order or decree  under any  Bankruptcy  Law that is for  relief in an
involuntary case against the Issuer;

         (7)      if an  event of  default  (as  defined  in any  indenture  or
instrument under which the Issuer or any of its Restricted  Subsidiaries has at
the  time  of  this  Indenture  or  shall   thereafter  have   outstanding  any
Indebtedness for Borrowed Money) shall happen and be continuing,  or the Issuer
or any of its  Restricted  Subsidiaries  shall  have  failed  to pay  principal
amounts with respect to such indebtedness at maturity and such event of default
or failure to pay shall  result in such  indebtedness  being  declared  due and
payable or otherwise  being  accelerated,  in either event so that an amount in
excess of the greater of $75,000,000  and 7.5% of the  Shareholders'  Equity of
the  Issuer  shall be or  become  due and  payable  upon  such  declaration  or
otherwise  accelerated prior to the date on which the same would otherwise have
become due and payable (the "ACCELERATED INDEBTEDNESS"),  and such acceleration
shall not be rescinded or annulled,  or such event of default or failure to pay
under such indenture or instrument  shall not be remedied or cured,  whether by
payment  or   otherwise,   or  waived  by  the  holders  of  such   Accelerated
Indebtedness,  then (a) if the Accelerated Indebtedness shall be as a result of
an event of default  which is not  related to the failure to pay  principal  or
interest on the terms,  at the times and on the  conditions set out in any such
indenture or  instrument,  it shall not be  considered  an Event of Default for
purposes of this  Indenture  until 30 days after  notice to the Issuer from the
Trustee or the  Holders of at least 25% in  aggregate  principal  amount of the
Outstanding  Securities  of a series  demanding  that such  Event of Default be
remedied,  or (b) if the  Accelerated  Indebtedness  shall occur as a result of
such failure to pay principal or interest or as a result of an event of default
which is related to the failure to pay  principal or interest on the terms,  at
the times,  and on the  conditions set out in any such indenture or instrument,
then (i) if such Accelerated  Indebtedness is, by its terms,  Non-Recourse Debt
to the Issuer or its  Restricted  Subsidiaries,  it shall not be  considered an
Event of Default for purposes of this  Indenture;  or (ii) if such  Accelerated
Indebtedness  is recourse  to the Issuer or its  Restricted  Subsidiaries,  any
requirement in connection  with such failure to pay or event of default for the
giving  of  notice  or the  lapse  of  time  or the  happening  of any  further
condition,  event or act under such other

                                      38
<PAGE>

indenture or instrument in connection  with such failure to pay principal or an
event of default  shall be applicable  together  with an additional  seven days
after  notice to the Issuer  from the Trustee or the Holders of at least 25% in
aggregate principal amount of the Outstanding  Securities of a series demanding
that such Event of Default be  remedied  before  being  considered  an Event of
Default for purposes of this Indenture; or

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

         A Default  under clause (4) above is not an Event of Default until the
Trustee or the  Holders of at least 25% in  aggregate  principal  amount of the
Outstanding  Securities of that series notify the Issuer of the Default and the
Issuer  does not cure the Default  within 60 days after  receipt of the notice.
The notice must specify the Default,  demand that it be remedied and state that
the notice is a "Notice of Default".  When a Default  under clause (4) above is
cured within such 60-day period,  it ceases to be a Default.  The Trustee shall
not be charged  with  knowledge  of any  default  or Event of Default  unless a
Responsible  Officer of the Trustee shall have actual  knowledge or the Trustee
receives written notice of the same.

         Section 5.02      ACCELERATION OF MATURITY;  RESCISSION AND ANNULMENT.
If an Event of Default with respect to  Securities of any series (other than an
Event of Default  specified in clause (5) or (6) of Section 5.01) occurs and is
continuing,  the Trustee by notice in writing to the Issuer,  or the Holders of
at least 25% in aggregate  principal  amount of the  Securities  of that series
then  Outstanding  by notice in  writing to the  Issuer  and the  Trustee,  may
declare the unpaid  principal  of and interest  accrued  thereon to the date of
acceleration  and  premium  and other  amounts,  if any,  thereon  (or,  if the
Securities of that series are Original Issue Discount Securities,  such portion
of the principal amount as may be specified in the terms of that series) on all
the  Securities  of  that  series  then  Outstanding  to  be  due  and  payable
immediately and, upon any such  declaration,  all the Securities of that series
then  Outstanding  (or  specified   principal   amount)  shall  become  and  be
immediately due and payable.

         If an Event of Default  specified in clause (5) or (6) of Section 5.01
occurs, all unpaid principal of, interest,  premium and other amounts,  if any,
accrued on all the Securities of that series then Outstanding  shall ipso facto
become and be immediately  due and payable without any declaration or other act
on the part of the Trustee or any Holder of any Security of that series.

         Upon payment of all such principal of, interest,  premium, if any, and
other  amounts,  all of the Issuer's  obligations  under the Securities of that
series and (upon payment of the Securities of all series) this Indenture  shall
terminate, except the obligations of the Issuer under Section 6.07.

         At any time after a  declaration  of  acceleration  of  Maturity  with
respect to  Securities  of 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  provided,  the Holders of a majority in principal
amount of the  Outstanding  Securities  of that series

                                      39
<PAGE>

by notice to the  Trustee  may  rescind an  acceleration  and its  consequences
(except with respect to  non-payment of principal,  premium,  interest or other
amounts,  if any)  if (i) all  existing  Events  of  Default,  other  than  the
nonpayment  of the  principal of the  Securities of that series that has become
due solely by such  declaration of  acceleration,  have been cured or waived as
provided  herein;  provided that no such rescission shall affect any subsequent
Default or Event of Default or impair any right  consequent  thereon,  (ii) the
Issuer  has paid or  deposited  with the  Trustee  a sum  sufficient  to pay in
Applicable Currency: (A) all overdue interest on all Securities of that series,
(B) to the extent payment thereof is lawful,  the principal of (and premium and
other amounts,  if any, on) any Securities of that series which have become due
otherwise than by such  declaration of acceleration  and interest  thereon from
the date such principal  became due at a rate per annum equal to the rate borne
by the  Securities of such series (or, in the case of Original  Issue  Discount
Securities,  the  Securities'  yield to  maturity)  and (C) to the  extent  the
payment of such  interest is lawful,  interest at a rate per annum equal to the
rate borne by the  Securities  of such  series  (or, in the case of an Original
Issue  Discount  Security,  the  Securities'  annual  bond-equivalent  yield to
maturity) on overdue  installments  of interest and overdue  principal that has
become due otherwise than by such  declaration of acceleration  have been paid,
(iii) the rescission  would not conflict with any judgment or decree of a court
of  competent  jurisdiction  and (iv) all  payments  due to the Trustee and any
predecessor Trustee under Section 6.07 have been made.

         Notwithstanding the preceding paragraph, in the event of a declaration
of  acceleration  in  respect  of the  Securities  because  an Event of Default
specified in clause (7) of Section 5.01 shall have occurred and be  continuing,
such  declaration  of  acceleration  shall  be  automatically  annulled  if the
indebtedness  that is the subject of such Event of Default has been  discharged
or the holders  thereof have rescinded  their  declaration of  acceleration  in
respect  of  such  indebtedness,  and  written  notice  of  such  discharge  or
rescission,  as the case may be,  shall have been  given to the  Trustee by the
Issuer and  countersigned  by the  holders of such  indebtedness  or a trustee,
fiduciary or agent for such holders,  within 30 days after such  declaration of
acceleration  in respect of the  Securities,  and no other Event of Default has
occurred  during such 30-day  period which has not been cured or waived  during
such period.

         Section 5.03      COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT
BY TRUSTEE. The Issuer covenants that if:

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

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

         (3)      default is made in the  payment of any  sinking or  analogous
obligation  when the same  becomes  due by the terms of the  Securities  of any
series,  and any such default  continues for any period of grace  provided with
respect to the Securities of such series,

                                      40
<PAGE>

the Issuer 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 premium and other amounts,  if any) and interest
and, to the extent that payment of such interest shall be legally  enforceable,
interest on any overdue  principal (and premium and other amounts,  if any) and
on any  overdue  interest,  at the rate or rates  prescribed  therefor  in such
Securities,  and,  in  addition  thereto,  such  further  amount  as  shall  be
sufficient  to cover  the costs  and  expenses  of  collection,  including  the
reasonable compensation,  expenses,  disbursements and advances of the Trustee,
its agents and counsel.

         If the Issuer  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 Issuer or any other  obligor upon such  Securities  and collect the
moneys  adjudged or decreed to be payable in the manner  provided by law out of
the property of the Issuer or any other obligor upon such Securities,  wherever
situated.

         If an Event of Default with respect to Securities of any series occurs
and is  continuing,  the Trustee may in its  discretion  proceed to protect and
enforce its rights and the rights of the Holders of  Securities  of such series
by such  appropriate  judicial  proceedings  as the  Trustee  shall  deem  most
effectual  to protect  and enforce any such  rights,  whether for the  specific
enforcement  of any covenant or  agreement  in this  Indenture or in aid of the
exercise of any power granted herein, or to secure any other proper remedy.

         Section 5.04      TRUSTEE  MAY FILE  PROOFS OF  CLAIM.  In case of the
pendency   of   any   receivership,    insolvency,   liquidation,   bankruptcy,
reorganization,   arrangement,   adjustment,   composition  or  other  judicial
proceeding  relative to the Issuer or any other obligor upon the  Securities or
the  property  of the Issuer or of such other  obligor  or its  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 Issuer
for the  payment  of overdue  principal  or  interest)  shall be  entitled  and
empowered, by intervention in such proceeding or otherwise,

         (i)      to file and prove a claim for the whole  amount of  principal
(and  premium  and other  amounts,  if any) 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 agent and  counsel)  and of the  Holders  allowed in such
judicial proceedings,

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

                                      41
<PAGE>

         (iii)    unless prohibited by law of applicable  regulations,  to vote
on behalf of the Holders of the  Securities of such series in any election of a
trustee in bankruptcy or other person  performing  similar  functions;  and any
custodian,  receiver,  assignee,  trustee,  liquidator,  sequestrator  or other
similar official in any such judicial  proceeding is hereby  authorized by each
Holder to make such  payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the  Trustee  any  amount  due it for the  reasonable  compensation,  expenses,
disbursements  and  advances of the Trustee,  its agents and  counsel,  and any
other amounts due the Trustee under Section 6.07.

         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, except as aforesaid,
for the election of a trustee in bankruptcy or other person performing  similar
functions.

         Section 5.05      TRUSTEE MAY ENFORCE  CLAIMS  WITHOUT  POSSESSION  OF
SECURITIES.  All  rights of action  and  claims  under  this  Indenture  or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production  thereof in any proceeding  relating
thereto, and any such proceeding  instituted by the Trustee shall be brought in
its own name as trustee of an  express  trust,  and any  recovery  of  judgment
shall,  after  provision  for  the  payment  of  the  reasonable  compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, be
for the ratable  benefit of the Holders of the  Securities  in respect of which
such judgment has been recovered.

         Section 5.06      APPLICATION OF MONEY COLLECTED.  Any money collected
by the Trustee  pursuant to this  Article in respect of the  Securities  of any
series shall be applied in the following  order,  at the date or dates fixed by
the  Trustee  and,  in case of the  distribution  of such  money on  account of
principal,  premium or other amounts, if any, or interest, upon presentation of
the  Securities in respect of which moneys have been collected and the notation
thereon of the payment if only  partially  paid and upon  surrender  thereof if
fully paid:

         FIRST:  To the payment of all amounts  due the Trustee  under  Section
6.07 applicable to such series;

         SECOND:  To the  payment  of the  amounts  then  due  and  unpaid  for
principal  of, and  premium  and other  amounts,  if any,  and  interest on the
Securities  of such series 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 of such series for
principal,  and premium and other amounts, if any, and interest,  respectively;
and

         THIRD: To the Person or Persons entitled thereto.

                                      42
<PAGE>

         The Trustee may fix a record date and payment  date for any payment to
Holders  pursuant  to this  Section  5.06.  At least ten (10) days  before such
record date, the Trustee shall mail to each Holder and the Issuer a notice that
states the record date, the payment date and the amount to be paid.

         Section 5.07      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:

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

         (2)      the  Holders  of at  least  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;

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

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

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

it being  understood  and intended that no one or more of Holders of Securities
of any series  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 Holders of Securities of the affected series.

         Section 5.08      UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
PREMIUM,  OTHER AMOUNTS 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, premium,
other amounts,  if any, and (subject to Section 3.07) interest on such Security
on the Stated  Maturity or  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 5.09      RESTORATION  OF RIGHTS AND REMEDIES.  If the Trustee
or any Holder has  instituted  any  proceeding  to enforce  any right or remedy
under this Indenture

                                      43
<PAGE>

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 Issuer,  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  has been
instituted.

         Section 5.10      RIGHTS AND REMEDIES CUMULATIVE.  Except as otherwise
provided with respect to the  replacement  or payment of mutilated,  destroyed,
lost or stolen  Securities  in the last  paragraph of Section 3.06, 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 5.11      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 or by law to the Trustee or to the
Holders  may be  exercised  from  time to time,  and as often as may be  deemed
expedient, by the Trustee or by the Holders, as the case may be.

         Section 5.12      CONTROL BY  HOLDERS.  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:

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

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

         (3)      subject to Section 6.01, the Trustee need not take any action
which might involve the Trustee in personal  liability or be unduly prejudicial
to the Holders not joining therein.

         Section 5.13      WAIVER OF PAST  DEFAULTS.  The  Holders  of not less
than a majority in principal amount of the Outstanding Securities of any series
may by  written  notice to the  Trustee  on behalf  of the  Holders  of all the
Securities of such series waive any Default or Event of Default with respect to
such series and its consequences, except a Default or Event of Default:

                                      44
<PAGE>

         (1)      in respect of the  payment of the  principal  of or  premium,
other amounts, if any, or interest on any Security of such series, or

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

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

         Section 5.14      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  shall not apply to any suit  instituted  by the  Trustee,  to any suit
instituted by any Holder,  or group of Holders,  holding in the aggregate  more
than ten  percent 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 premium or other amounts, if any, or interest on
any Security on or after the Stated  Maturity or  Maturities  expressed in such
Security (or, in the case of redemption, on or after the Redemption Date).

                                   ARTICLE 6

                                  THE TRUSTEE

         Section 6.01      CERTAIN DUTIES AND RESPONSIBILITIES OF THE TRUSTEE.

         (a)      Except  during the  continuance  of an Event of  Default,  of
which a  Responsible  Officer  has actual  knowledge  or the  Trustee  receives
written  notice of,  the  Trustee's  duties,  responsibilities,  covenants  and
obligations under this Indenture shall (i) be governed by Section 315(a) of the
Trust Indenture Act and (ii) not include any further duties,  responsibilities,
covenants or obligations except those expressly set forth therein and herein.

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

                                      45
<PAGE>

         (c)      None  of the  provisions  of  Section  315(d)  of  the  Trust
Indenture Act shall be excluded from this Indenture.

         (d)      Every  provision  of this  Indenture  which  pertains  to the
Trustee shall be subject to this Section 6.01.

         (e)      The Trustee shall not be a trustee for, or have any fiduciary
obligation to, the Issuer.

         Section 6.02      NOTICE  OF  DEFAULTS.   Within  90  days  after  the
occurrence of any Default or Event of Default with respect to the Securities of
any series, the Trustee shall give to all Holders of Securities of such series,
as their names and addresses  appear in the Security  Register,  notice of such
Default or Event of Default known to the Trustee,  unless such Default or Event
of Default shall have been cured or waived; PROVIDED,  HOWEVER, that, except in
the case of a Default or Event of Default in the payment of the principal of or
premium,  other amounts, if any, or interest on any Security of such series, or
in the deposit of any sinking fund payment with respect to  Securities  of that
series,  the Trustee  shall be protected in  withholding  such notice if and so
long as the board of directors, the executive committee or a trust committee of
directors  and/or  Responsible  Officers of the Trustee in good faith determine
that the  withholding  of such  notice is in the  interest  of the  Holders  of
Securities of such series.

         Section 6.03      CERTAIN RIGHTS OF TRUSTEE. Subject to the provisions
of the Trust Indenture Act:

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

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

         (c)      whenever in the  administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder,  the Trustee (unless other evidence
be herein  specifically  prescribed)  may,  in the  absence of bad faith on its
part, conclusively rely upon an Officer's Certificate and such certificate,  in
the absence of bad faith on the part of the  Trustee,  shall be full warrant to
the  Trustee  for any  action  taken,  suffered  or  omitted  by it  under  the
provisions of this Indenture upon the faith thereof;

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

                                      46
<PAGE>

         (e)      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  pursuant to this  Indenture,  unless such Holders  shall
have offered to the Trustee satisfactory security or indemnity  satisfactory to
it against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction;

         (f)      prior to the  occurrence  of an Event of Default with respect
to the  Securities  of any  series  and after the curing or waiving of all such
Events of Default  which may have  occurred,  the Trustee shall not be bound to
make any  investigation  into the facts or  matters  stated in any  resolution,
certificate,   statement,   instrument,   opinion,   report,  notice,  request,
direction,  consent,  order,  approval or other paper or document, or the books
and records of the Issuer,  unless requested in writing to do so by the Holders
of a majority in principal amount of the Outstanding  Securities of any series;
PROVIDED,  HOWEVER, that if the payment within a reasonable time to the Trustee
of the costs, expenses or liabilities likely to be incurred by it in the making
of such investigation is not, in the opinion of the Trustee, reasonably assured
to the Trustee by the security  afforded to it by the terms of this  Indenture,
the  Trustee  may  require  indemnity  satisfactory  to it against  such costs,
expenses or liabilities as a condition to so proceeding; the reasonable expense
of every  such  investigation  shall be paid by the  Issuer  or, if paid by the
Trustee, shall be repaid by the Issuer upon demand;

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

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

         (i)      the  Trustee  shall not be liable  for any error of  judgment
made in good faith by an officer or officers of the Trustee, unless it shall be
conclusively  determined by a court of competent  jurisdiction that the Trustee
was negligent in ascertaining the pertinent facts;

         (j)      the Trustee  shall not be liable  with  respect to any action
taken  or  omitted  to be  taken by it in good  faith  in  accordance  with the
direction of the Holders of not less than a majority in principal amount of the
Securities at the time  Outstanding  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 such Securities given under this Indenture;

         (k)      the Trustee  shall have no  obligation to invest and reinvest
any cash held by it in the absence of timely and  specific  written  investment
direction from the

                                      47
<PAGE>

Issuer.  In no  event  shall  the  Trustee  be  liable  for  the  selection  of
investments or for investment losses incurred  thereon.  The Trustee shall have
no liability in respect of losses  incurred as a result of the  liquidation  of
any  investment  prior to its stated  maturity  or the failure of the Issuer to
provide timely written investment direction;

         (l)      neither  the  Trustee  nor  any of its  officers,  directors,
employees or agents shall be liable for any action taken or omitted  under this
Indenture  or in  connection  therewith  except  to the  extent  caused  by the
Trustee's negligence or willful misconduct, as determined by the final judgment
of a court of competent jurisdiction;

         (m)      for so long as the Trustee shall serve as Security  Registrar
and Paying  Agent,  it shall be afforded in such  capacities,  the same rights,
protections, immunities and indemnities provided the Trustee herein; and

         Section 6.04      NOT   RESPONSIBLE   FOR   RECITALS  OR  ISSUANCE  OF
SECURITIES.  The recitals  herein and in the  Securities,  except the Trustee's
certificates of authentication, shall be taken as the statements of the Issuer,
and neither the Trustee nor any  Authenticating  Agent or Paying Agent  assumes
any responsibility for their correctness.  The Trustee makes no representations
as to the  validity or  sufficiency  of this  Indenture  or of the  Securities,
except that the Trustee  represents  that it is duly  authorized to execute and
deliver this Indenture, authenticate the Securities and perform its obligations
hereunder,  and  that  the  statements  made  by it or  to be  made  by it in a
Statement of Eligibility and  Qualification  on Form T-1 supplied to the Issuer
are true and accurate.  Neither the Trustee nor any Authenticating  Agent shall
be  accountable  for the use or  application by the Issuer of Securities or the
proceeds thereof.

         Section 6.05      MAY HOLD SECURITIES. The Trustee, any Authenticating
Agent,  any Paying  Agent,  any  Security  Registrar  or any other agent of the
Issuer,  in its  individual  or any other  capacity,  may  become  the owner or
pledgee of Securities  and,  subject to Sections  6.08 and 6.13,  may otherwise
deal with the Issuer with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.

         Section 6.06      MONEY HELD IN TRUST.  Money  held by the  Trustee in
trust  hereunder  (including  amounts held by the Trustee as Paying Agent) need
not be  segregated  from other funds except to the extent  required by law. The
Trustee  shall be under no liability  for interest on any money  received by it
hereunder except as otherwise agreed upon in writing with the Issuer.

         Section 6.07      COMPENSATION AND REIMBURSEMENT.  The Issuer agrees:

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

                                      48
<PAGE>

         (2)      except as otherwise  expressly  provided herein, to reimburse
the Trustee upon its request for all  reasonable  expenses,  disbursements  and
advances  incurred or made by the Trustee in accordance  with the provisions of
this  Indenture  and  any  other  document  executed  in  connection   herewith
(including the reasonable  compensation  and the expenses and  disbursements of
its agents, counsel and all other persons not regularly in its employ),  except
any  such  expense,  disbursement  or  advance  as may be  attributable  to its
negligence or bad faith; and

         (3)      to  indemnify  the  Trustee  and  its  officers,   directors,
employees,  representatives  and agents for,  and to hold it and them  harmless
against,  and  reimburse it and them for any  obligation,  injuries (to person,
property, or natural resources),  penalty,  action, suit, judgment,  reasonable
cost  and  expense  (including  reasonable  attorney's  and  agent's  fees  and
expenses),  loss, liability,  damage, claim or expense,  including taxes (other
than taxes based upon or  determined or measured by the income of the Trustee),
of  whatever  kind or  nature,  regardless  of  their  merit  incurred  without
negligence or bad faith on its part,  arising out of or in connection  with the
acceptance or administration  of the trust or trusts  hereunder,  including the
reasonable  costs  and  expenses  of  defending  itself  against  any  claim or
liability in connection  with the exercise or  performance of any of its powers
or duties hereunder.

         When the Trustee  incurs  expenses or renders  services in  connection
with an Event of Default  specified in Section 5.01(5) or Section 5.01(6),  the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation   for  the  services  are  intended  to  constitute   expenses  of
administration under any applicable Bankruptcy Law.

         The provisions of this Section 6.07 shall survive the satisfaction and
discharge of this Indenture and the resignation or removal of the Trustee.

         Section 6.08      DISQUALIFICATION; CONFLICTING INTERESTS. The Trustee
shall be disqualified only where such  disqualification  is required by Section
310(b) of the Trust  Indenture  Act.  Nothing  shall  prevent the Trustee  from
filing with the  Commission the  application  referred to in the second to last
paragraph of Section 310(b) of the Trust Indenture Act.

         Section 6.09      CORPORATE TRUSTEE REQUIRED; ELIGIBILITY. There shall
at all times be a Trustee  hereunder  which shall be eligible to act as Trustee
under Section  310(a)(1) of the Trust  Indenture Act having a combined  capital
and surplus (together with its parent) of at least  $100,000,000 and subject to
supervision or examination by federal or state  authority.  If such corporation
publishes  reports of  condition at least  annually,  pursuant to law or to the
requirements of said supervising or examining authority,  then for the purposes
of this Section,  the combined capital and surplus of such corporation shall be
deemed to be its  combined  capital and surplus as set forth in its most recent
report of condition so published. Neither of the Issuer nor any Person directly
or  indirectly  controlling,  controlled  by, or under common  control with the
Issuer  may serve as  Trustee.  If at any time the  Trustee  shall  cease to be
eligible in

                                      49
<PAGE>

accordance with the provisions of this Section,  it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

         Section 6.10      RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

         (a)      No  resignation  or removal of the Trustee and no appointment
of a successor  Trustee  pursuant to this Article shall become  effective until
the acceptance of appointment by the successor  Trustee in accordance  with the
applicable requirements of Section 6.11.

         (b)      The  Trustee  may  resign  at any time  with  respect  to the
Securities  of one or more  series  by giving  written  notice  thereof  to the
Issuer.  If the  instrument of acceptance  by a successor  Trustee  required by
Section 6.11 shall not have been  delivered to the Trustee within 30 days after
the giving of such notice of  resignation,  the resigning  Trustee may petition
any court of competent  jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

         (c)      The  Trustee  may be removed at any time with  respect to the
Securities  of any  series by Act of the  Holders of a  majority  in  principal
amount of the Outstanding  Securities of such series,  delivered to the Trustee
and to the Issuer.

         (d)      If at any time:

                  (i)      the Trustee shall fail to comply with Section 310(b)
of the Trust Indenture Act after written  request  therefor by the Issuer or by
any Holder  who has been a bona fide  Holder of a  Security  of such  series of
Securities  for at least six  months  unless  the  Trustee's  duty to resign is
stayed in accordance with the provisions of Section 310(b) of the TIA;

                  (ii)     the Trustee shall cease to be eligible under Section
6.09 and shall fail to resign after written  request  therefor by the Issuer or
by any such Holder of a Security  who has been a bona fide Holder of a Security
of such series of Securities for at least six months; or

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

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

         (e)      If the Trustee shall resign,  be removed or become  incapable
of acting,  or if a vacancy shall occur in the office of Trustee for any cause,
with respect to

                                      50
<PAGE>

the Securities of one or more series, the Issuer, by Board  Resolutions,  shall
promptly appoint a successor Trustee or Trustees with respect to the Securities
of that or those series (it being  understood  that any such successor  Trustee
may be appointed  with respect to the  Securities of one or more or all of such
series and that at any time there shall be only one Trustee with respect to the
Securities  of any  particular  series) and shall  comply  with the  applicable
requirements  of Section  6.11.  If,  within  one year after such  resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the  Securities  of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Issuer and the retiring Trustee,  the successor Trustee
so appointed  shall,  forthwith  upon its  acceptance  of such  appointment  in
accordance  with the  applicable  requirements  of  Section  6.11,  become  the
successor  Trustee  with respect to the  Securities  of such series and to that
extent supersede the successor  Trustee appointed by the Issuer with respect to
such Securities.  If no successor Trustee with respect to the Securities of any
series  shall have been so  appointed by the Issuer or the Holders and accepted
appointment  in the manner  required by Section 6.11, any Holder who has been a
bona fide  Holder of a Security  of such series for at least six months may, on
behalf of himself  and all others  similarly  situated,  petition  any court of
competent  jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.

         (f)      The Issuer  shall give  notice of each  resignation  and each
removal of the Trustee  with respect to the  Securities  of any series and each
appointment of a successor Trustee with respect to the Securities of any series
by mailing written notice of such event by first-class  mail,  postage prepaid,
to all Holders of Securities of such series as their names and addresses appear
in the Security  Register.  Each notice shall include the name of the successor
Trustee  with respect to the  Securities  of such series and the address of its
Corporate Trust Office.

         Section 6.11      ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

         (b)      In case of the appointment  hereunder of a successor  Trustee
with respect to the  Securities of some (but not all) series,  the Issuer,  the
retiring  Trustee and each successor  Trustee with respect to the Securities of
such series shall execute and deliver an indenture  supplemental hereto wherein
each successor Trustee shall accept

                                      51
<PAGE>

such  appointment  and which  (1) shall  contain  such  provisions  as shall be
necessary  or  desirable  to  transfer  and  confirm  to, and to vest in,  each
successor  Trustee all the rights,  powers,  trusts and duties of the  retiring
Trustee  with  respect to the  Securities  of that or those series to which the
appointment of such successor  Trustee relates,  (2) if the retiring Trustee is
not retiring with respect to all  Securities,  shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights,  powers,
trusts and duties of the retiring  Trustee with  respect to the  Securities  of
that or those  series as to which the retiring  Trustee is not  retiring  shall
continue to be vested in the retiring  Trustee,  and (3) shall add to or change
any of the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee,
it being understood that nothing herein or in such supplemental indenture shall
constitute  such  Trustees  co-trustees  of the same  trust  and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder  administered by any other such Trustee; and upon
the execution and delivery of such  supplemental  indenture the  resignation or
removal of the retiring  Trustee shall become  effective to the extent provided
therein and each such  successor  Trustee,  without any  further  act,  deed or
conveyance,  shall become vested with all the rights, powers, trusts and duties
of the retiring  Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates;  but, on request of
the Issuer or any successor  Trustee,  such retiring Trustee shall duly assign,
transfer and deliver to such  successor  Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

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

         (d)      No successor  Trustee shall accept its appointment  unless at
the time of such  acceptance  such  successor  Trustee  shall be qualified  and
eligible under the Trust Indenture Act and this Article 6.

         Section 6.12      MERGER,  CONVERSION,  CONSOLIDATION OR SUCCESSION TO
BUSINESS.  Any corporation into which the Trustee may be merged or converted or
with  which  it may be  consolidated,  or any  corporation  resulting  from any
merger,  conversion or  consolidation to which the Trustee shall be a party, or
any  corporation  succeeding to all or  substantially  all the corporate  trust
business of the  Trustee,  shall be the  successor  of the  Trustee  hereunder,
PROVIDED such corporation shall be otherwise  qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the  parties  hereto.  In case any  Securities  shall  have been
authenticated,  but not delivered, by the Trustee then in office, any successor
(by merger,  conversion,  consolidation or otherwise as permitted hereunder) to
such  authenticating  Trustee  may adopt such  authentication  and  deliver the
Securities so authenticated  with the same effect as if such successor  Trustee
had itself authenticated such Securities.

                                      52
<PAGE>

         Section 6.13      PREFERENTIAL   COLLECTION  OF  CLAIMS   AGAINST  THE
ISSUER.  The Trustee  shall comply with Section  311(a) of the Trust  Indenture
Act, excluding any creditor  relationship listed in Section 311(b) of the Trust
Indenture  Act. A Trustee who has resigned or been removed  shall be subject to
Section 311(a) of the Trust Indenture Act to the extent indicated therein.

         Section 6.14      APPOINTMENT  OF  AUTHENTICATING  AGENT.  At any time
when any of the Securities  remain  Outstanding the Trustee,  at the expense of
the Issuer,  may appoint an Authenticating  Agent or Agents with respect to one
or more series of Securities which shall be authorized to act on behalf of, and
subject to the  direction  of, the Trustee to  authenticate  Securities of such
series issued upon  exchange,  registration  of transfer or partial  redemption
thereof or pursuant to Section 3.06, and Securities so  authenticated  shall be
entitled to the benefits of this  Indenture  and shall be valid and  obligatory
for  all  purposes  as if  authenticated  by the  Trustee  hereunder.  Wherever
reference  is made in this  Indenture  to the  authentication  and  delivery of
Securities by the Trustee or the Trustee's certificate of authentication,  such
reference shall be deemed to include  authentication  and delivery on behalf of
the Trustee by an  Authenticating  Agent and a  certificate  of  authentication
executed  on  behalf  of  the  Trustee  by  an   Authenticating   Agent.   Each
Authenticating  Agent shall be  acceptable to the Issuer and shall at all times
be a  corporation  organized  and doing  business  under the laws of the United
States of America,  any State  thereof or the District of Columbia,  authorized
under such laws to act as Authenticating  Agent,  having a combined capital and
surplus (together with its parent) of not less than $100,000,000 and subject to
supervision   or   examination   by  federal  or  State   authority.   If  such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority,  then
for the  purposes of this  Section,  the  combined  capital and surplus of such
Authenticating  Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so  published.  If at any time
an  Authenticating  Agent shall cease to be  eligible  in  accordance  with the
provisions of this Section,  such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

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

         An  Authenticating  Agent may  resign  at any time by  giving  written
notice  thereof to the Trustee  and to the Issuer.  The Trustee may at any time
terminate  the  agency  of an  Authenticating  Agent by giving  written  notice
thereof to such  Authenticating  Agent and to the Issuer. Upon receiving such a
notice of resignation  or upon such a termination,  or in case at any time such
Authenticating Agent shall cease to be eligible in accordance

                                      53
<PAGE>

with the  provisions  of this  Section,  the  Trustee  may  appoint a successor
Authenticating  Agent  which shall be  acceptable  to the Issuer and shall mail
written notice of such appointment by first-class mail, postage prepaid, to all
Holders of Securities  of the series with respect to which such  Authenticating
Agent will serve, as their names and addresses appear in the Security Register.
Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights,  powers and duties of its  predecessor
hereunder,  with like effect as if originally named as an Authenticating Agent.
No successor  Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

         The  Issuer  agrees to pay to each  Authenticating  Agent from time to
time  reasonable  compensation  as  negotiated  between  the  Issuer  and  such
Authenticating Agent for its services under this Section.

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

                        Form of Authenticating Agent's
                         Certificate of Authentication

Dated:   ____________________

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


                                            -----------------------------------
                                            As Trustee


                                       By
                                            -----------------------------------
                                            As Authenticating Agent


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


         Section 6.15      COMPLIANCE  WITH TAX LAWS. The Trustee hereby agrees
to  comply  with  all  U.S.  Federal  income  tax  information   reporting  and
withholding  requirements applicable to it with respect to payments of premium,
other amounts (if any) and interest on the  Securities  of any series,  whether
acting as Trustee,  Security Registrar,  Paying Agent or otherwise with respect
to the Securities of any series.

                                      54
<PAGE>

                                   ARTICLE 7

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND ISSUER

         Section 7.01      ISSUER TO FURNISH  TRUSTEE  NAMES AND  ADDRESSES  OF
HOLDERS. With respect to each series of Securities,  the Issuer will furnish or
cause to be furnished to the Trustee therefor:

         (a)      semi-annually,  not  later  than 15 days  after  the  Regular
Record Date for each series of Securities,  a list, in such form as the Trustee
may reasonably require, of the names and addresses of the Holders of Securities
as of such Regular Record Date (unless the Trustee has such information), or if
there is no Regular  Record Date for  interest  for such series of  Securities,
semi-annually,  upon such dates as are set forth in the Series  Supplement  for
such series, and

         (b)      at such other  times as the  Trustee  may request in writing,
within 30 days after the receipt by the Issuer of any such  request,  a list of
similar  form and  content as of a date not more than 15 days prior to the time
such list is furnished;

PROVIDED,  HOWEVER,  that so long as the Trustee is the Security Registrar,  no
such list shall be required to be furnished.

         Section 7.02      PRESERVATION  OF  INFORMATION;   COMMUNICATIONS   TO
HOLDERS.

         (a)      The  Trustee  shall  preserve,  in as  current  a form  as is
reasonably  practicable,  the names and  addresses of Holders  contained in the
most recent list  furnished  to the Trustee as provided in Section 7.01 and the
names and  addresses  of Holders  received  by the  Trustee in its  capacity as
Security  Registrar,  if so acting for the relevant  series of Securities.  The
Trustee may destroy any list  furnished  to it as provided in Section 7.01 upon
receipt of a new list so furnished.

         (b)      If three or more  Holders  of  Securities  of any  particular
series (herein  referred to as  "APPLICANTS")  apply in writing to the Trustee,
and furnish to the Trustee  reasonable proof that each such applicant has owned
a Security  of that  series for a period of at least six months  preceding  the
date of such  application,  and such  application  states  that the  applicants
desire to  communicate  with other  Holders of  Securities  of that series with
respect to their rights under this  Indenture or under such  Securities  and is
accompanied  by a copy of the form of proxy or other  communication  which such
applicants  propose to transmit,  then the Trustee shall,  within five Business
Days after the receipt of such application, at its election, either:

                  (i)      afford  such  applicants  access to the  information
preserved at the time by the Trustee in accordance with Section 7.02(a); or

                  (ii)     inform such applicants as to the approximate  number
of Holders of Securities of that series whose names and addresses appear in the
information  preserved  at the time by the Trustee in  accordance  with Section
7.02(a), and as to the

                                      55
<PAGE>

approximate  cost of  mailing  to such  Holders  the  form of  proxy  or  other
communication, if any, specified in such application.

         If the Trustee  shall elect not to afford  such  applicants  access to
such  information,  the  Trustee  shall,  upon  the  written  request  of  such
applicants,  mail to each Holder of  Securities  of that series  whose name and
address  appears in the  information  preserved  at the time by the  Trustee in
accordance  with  Section  7.02(a)  a copy  of  the  form  of  proxy  or  other
communication  which is specified in such request,  with reasonable  promptness
after a tender to the Trustee of the  material to be mailed and of payment,  or
provision for the payment, of the reasonable expenses of mailing, unless within
five days after such tender the Trustee shall mail to such  applicants and file
with the  Commission,  together  with a copy of the  material  to be mailed,  a
written  statement  to the effect  that,  in the opinion of the  Trustee,  such
mailing would be contrary to the best interests of the Holders of Securities of
that series or would be in violation of applicable law. Such written  statement
shall specify the basis of such opinion.  If the Commission,  after opportunity
for a hearing upon the objections  specified in the written statement so filed,
shall enter an order  refusing to sustain any of such  objections  or if, after
the entry of an order sustaining one or more of such objections, the Commission
shall find,  after notice and opportunity  for hearing,  that all objections so
sustained  have been met and shall  enter an order so  declaring,  the  Trustee
shall  mail  copies  of such  material  to all  such  Holders  with  reasonable
promptness  after  the  entry of such  order and the  renewal  of such  tender;
otherwise  the  Trustee  shall be relieved  of any  obligation  or duty to such
applicants respecting their application.

         (c)      Every Holder of Securities  of such series,  by receiving and
holding  the same,  agrees  with the Issuer and the  Trustee  that  neither the
Issuer  nor  the  Trustee  nor any  agent  of  either  of  them  shall  be held
accountable by reason of the disclosure of any such information as to the names
and  addresses of the Holders of the  Securities  of such series in  accordance
with Section 7.02(b),  regardless of the source from which such information was
derived,  and that the  Trustee  shall  not be held  accountable  by  reason of
mailing any material pursuant to a request made under Section 7.02(b).

         Section 7.03      REPORTS BY TRUSTEE.

         (a)      Within 60 days after May 15 of each year  commencing with the
year 2008,  the Trustee shall  transmit by mail to all Holders of Securities of
each series as provided in Section  313(c) of the Trust  Indenture Act, a brief
report dated as of such reporting  date, if required by and in compliance  with
Section  313(a) of the Trust  Indenture Act. The Trustee shall also comply with
Section 313(b) of the Trust Indenture Act.

         (b)      A copy  of  each  such  report  shall,  at the  time  of such
transmission to Holders of Securities of a series, be filed by the Trustee with
each stock exchange or inter-dealer  quotation system upon which any Securities
are listed, with the Commission and with the Issuer. The Issuer will notify the
Trustee  when  any   Securities  are  listed  on  any  stock  exchange  or  any
inter-dealer quotation system.

                                      56
<PAGE>

         Section 7.04      REPORTS BY THE ISSUER.  The Issuer shall:

         (1)      file with the  Trustee,  within 15 days  after the  Issuer is
required to file the same with the Commission, copies of the annual reports and
of the information,  documents and other reports (or copies of such portions of
any of the  foregoing  as the  Commission  may from  time to time by rules  and
regulations  prescribe)  which  the  Issuer  may be  required  to file with the
Commission  pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if
the Issuer is not required to file  information,  documents or reports pursuant
to  either  of said  Sections,  then it shall  file  with the  Trustee  and the
Commission,  in accordance with rules and  regulations  prescribed from time to
time by the Commission,  such of the  supplementary  and periodic  information,
documents  and  reports  which may be  required  pursuant  to Section 13 of the
Exchange  Act in  respect of a security  listed  and  registered  on a national
securities  exchange as may be  prescribed  from time to time in such rules and
regulations; and

         (2)      file with the Trustee and the Commission,  in accordance with
rules and  regulations  prescribed  from time to time by the  Commission,  such
additional information, documents and reports with respect to compliance by the
Issuer with the  conditions  and covenants of this Indenture as may be required
from time to time by such rules and regulations.

                                   ARTICLE 8

                 CONSOLIDATION, MERGER, LEASE, SALE OR TRANSFER

         Section 8.01      CERTAIN REQUIREMENTS IN RESPECT TO MERGERS, ETC. The
Issuer will not merge, amalgamate or consolidate with or into any other Person,
or sell, assign,  lease,  convey or otherwise transfer all or substantially all
of its  property  and assets to any other  Person,  or change the  jurisdiction
under whose laws the Issuer is organized  and  existing (a  "REINCORPORATION"),
unless, in any such case:

         (a)      either (i) the Issuer shall be the surviving  corporation  in
the case of a merger  (which  term,  as used in this  Section  8.01,  shall not
include an amalgamation or consolidation)  and,  immediately after such merger,
shall remain a corporation organized and validly existing under the laws of the
same  jurisdiction in which it was organized and existing  immediately prior to
such merger or (ii) the Person formed by such amalgamation or consolidation, or
into  which the Issuer is  merged,  or to which the Issuer has sold,  assigned,
leased,  conveyed or  otherwise  transferred  all or  substantially  all of its
property and assets,  or resulting from such  Reincorporation  is a corporation
(the "SUCCESSOR  CORPORATION") organized and validly existing under the laws of
its  applicable  jurisdiction  and  shall  expressly  assume,  by  supplemental
indenture  executed by such  successor  corporation  and delivered by it to the
Trustee, the due and punctual payment of the principal of and premium, if any,)
and  interest  on,  and  all  other  amounts  (including,  without  limitation,
Additional  Amounts  and  Reorganization  Additional  Amounts  (as  hereinafter
defined), if any, and sinking fund payments, if any, payable in respect of, the
Securities  and the due and punctual  performance  and  observance of all other
covenants and  conditions  contained in this Indenture and the Securities to be
performed or observed

                                      57
<PAGE>

by the Issuer (including,  without limitation,  the appointment of an agent for
service  of process in the United  States of  America);  provided  that no such
supplemental  indenture  shall be required  pursuant to the  provisions of this
clause (a) if (1) the  transaction in question is an amalgamation of the Issuer
with any one or more other corporations,  which amalgamation is governed by the
statutes of Canada or any province  thereof,  as applicable,  (2) the successor
corporation  is and,  immediately  prior to such  amalgamation,  the Issuer was
organized and existing  under the laws of Canada or any province  thereof,  (3)
upon the effectiveness of such  amalgamation,  the successor  corporation shall
have become or shall  continue to be (as the case may be), by  operation of law
and as expressly provided by the statutes of Canada or any province thereof (as
the  case  may be)  applicable  to such  amalgamation,  liable  for the due and
punctual payment of the principal of and premium,  if any, and interest on, and
all other amounts (including,  without limitation,  Additional Amounts, if any,
and Reorganization  Additional Amounts,  if any, and sinking fund payments,  if
any,)  payable  in  respect  of,  the  Securities  and  the  due  and  punctual
performance and observance of all other  covenants and conditions  contained in
this  Indenture  and the  Securities  to be performed or observed by the Issuer
(including,  without  limitation,  the  appointment  of an agent for service of
process  in the  United  States of  America),  and (4) the  Issuer  shall  have
delivered  to the  Trustee  an  Opinion  of  Counsel to the effect set forth in
clauses (1) through (3) above;

         (b)      the  Trustee  has  received  an Opinion of Counsel  that such
transaction  is  upon  such  terms  as  substantially  to  preserve  and not to
prejudice  any of the  rights and  powers of the  Trustee or of the  Holders of
Securities;

         (c)      there shall exist no condition or event either at the time of
or  immediately  following  such  transaction,  as to either  the Issuer or the
successor  corporation,  which constitutes or would with the passage of time or
giving of notice or both constitute an Event of Default under this Indenture;

         (d)      the Issuer shall have  delivered to the Trustee an opinion of
outside  counsel of nationally  recognized  standing with respect to matters of
Canadian  federal  income  taxation  to the effect  that (i) the holders of the
Securities will not recognize income,  gain or loss for Canadian federal income
tax purposes as a result of such  merger,  amalgamation,  consolidation,  sale,
assignment,  lease,  conveyance,  transfer or Reincorporation,  (ii) after such
transaction,  any payment or credit by the Issuer or the successor corporation,
as applicable,  of the principal of, or premium, if any, or interest on, or any
other  amount  payable  under or in respect  of, the  Securities  to any Holder
thereof  will be  exempt  from  Canadian  withholding  tax if the  Holder,  for
purposes of the INCOME TAX ACT (Canada) (or any successor  law) is or is deemed
to be a non-resident of Canada and deals at arms-length  with the Issuer at the
time  of  such  payment  or  credit,  as  applicable,   and  (iii)  after  such
transaction,  Holders of the  Securities  will be subject to  Canadian  federal
income  tax on the same  amounts,  in the same  manner and at the same times as
would have been the case if such transaction had not occurred; and

         (e)      the Issuer  shall have  delivered to the Trustee an Officer's
Certificate  of the Issuer and an Opinion  of Counsel  each  stating  that such
merger,

                                      58
<PAGE>

amalgamation,  consolidation,  sale, assignment, lease, conveyance, transfer or
Reincorporation and, if a supplemental indenture is required in connection with
such transaction,  such  supplemental  indenture comply with this Indenture and
that all conditions  precedent in this Indenture  relating to such  transaction
have been complied  with;  provided  that, if the successor  corporation is not
organized and validly  existing  under the laws of the United States of America
or any State  thereof or the  District of Columbia or Canada or any province of
Canada,  such successor  corporation  shall expressly  agree, in a supplemental
indenture  executed by such  successor  corporation,  (i) to indemnify and hold
harmless each Holder of any Securities from and against (x) any and all present
and  future  taxes,  duties,  levies,   imposts,  fees,  assessments  or  other
governmental  charges  (including  penalties,  interest  and other  liabilities
related thereto) (collectively "TAXES") of whatever nature which may be imposed
on such Holder or required to be withheld or deducted  from any payment to such
Holder as a  consequence  of such merger,  amalgamation,  consolidation,  sale,
assignment, lease, conveyance,  transfer or Reincorporation and (y) any and all
costs and  expenses  arising out of or relating to such  merger,  amalgamation,
consolidation,    sale,   assignment,    lease,    conveyance,    transfer   or
Reincorporation,  and (ii) that the  principal  of, and  premium,  if any,  and
interest on, and any and all other amounts  payable under or in respect of, the
Securities  will be paid without  withholding or deduction for or on account of
any  present or future  Taxes of whatever  nature  imposed,  levied,  withheld,
assessed or collected by or on behalf of the  jurisdiction or  jurisdictions in
which such successor corporation is organized, is resident or is deemed for tax
purposes to be resident (each such  jurisdiction  being  hereinafter  called an
"APPLICABLE  JURISDICTION") or any political subdivision or taxing authority of
or in any  Applicable  Jurisdiction  unless  such  Taxes  are  required  by any
Applicable  Jurisdiction  or any  political  subdivision  or  taxing  authority
thereof or therein to be withheld  or  deducted,  in which case such  successor
corporation  will  pay  such  additional  amounts  ("REORGANIZATION  ADDITIONAL
AMOUNTS")  as may be necessary in order that the net amount paid to each Holder
of any Securities,  after such deduction or withholding,  will not be less than
the amount which such Holder would have received in  accordance  with the terms
of the Securities  and this  Indenture if no such deduction or withholding  had
been required.  Whenever there is mentioned herein or in any Securities, in any
context,  the payment of the principal of, or premium,  if any, or interest on,
or in respect of, any Security, such mention shall be deemed to include mention
of the payment of Reorganization Additional Amounts to the extent that, in such
context,  Reorganization  Additional  Amounts are,  were or would be payable in
respect thereof pursuant to this Indenture,  and express mention of the payment
of Reorganization  Additional Amounts in any instance shall not be construed as
excluding  Reorganization  Additional  Amounts  in those  instances  where such
express mention is not made.

         Section 8.02      VESTING   OF   POWERS   IN   SUCCESSOR.   Upon   any
consolidation  by the  Issuer  with or  merger  by the  Issuer  into any  other
corporation  or other  entity or any  conveyance,  transfer  or lease of all or
substantially  all of the  property  and assets of the Issuer as an entirety or
substantially  as an entirety in accordance  with Section  8.01,  the successor
corporation  or other  entity  formed by such  consolidation  or into which the
Issuer is merged or the successor  corporation or entity or affiliated group of
corporations  or entities to which such  conveyance,  transfer or lease is made
shall succeed to, and be

                                      59
<PAGE>

substituted  for, and may  exercise  every right and power of, the Issuer under
this  Indenture  with the  same  effect  as if such  successor  corporation  or
corporations  or entity or entities  had been named as the Issuer  herein,  and
thereafter,  except  in the case of a lease,  the  predecessor  corporation  or
corporations  or entity or entities  shall be relieved of all  obligations  and
covenants  under this  Indenture  and the  Securities  and in the event of such
consolidation,  merger,  conveyance or transfer, except in the case of a lease,
any such predecessor corporation may be dissolved and liquidated.

         Section 8.03      REORGANIZATION ADDITIONAL AMOUNTS.

         (a)      The Issuer  covenants and agrees that, if the Issuer  becomes
obligated  to  pay  Reorganization  Additional  Amounts  with  respect  to  the
Securities,  the  Issuer  will (i) at least 10 days prior to each date on which
any payment under or with respect to the Securities is due and payable, deliver
to the Trustee an Officer's  Certificate  specifying the amount  required to be
withheld or deducted in respect of the relevant Taxes, specifying the amount of
Reorganization  Additional  Amounts that will be so payable,  and setting forth
such  other  information  as is  necessary  to enable  the  Trustee to pay such
Reorganization  Additional  Amounts  to the  Holders of the  Securities  on the
relevant  payment date; (ii) pay such Taxes on or prior to the date for payment
thereof; and (iii) within 15 days after paying the amount referred to in clause
(ii) of this  sentence,  deliver to the Trustee  evidence  of such  payment and
remittance  thereof  to  the  relevant  Applicable  Jurisdiction  or  political
subdivision or taxing authority  thereof or therein.  The Issuer also covenants
and agrees to  furnish to each  Holder of any  Securities  and,  in the case of
Securities in global form,  each beneficial  owner of any interest  therein (by
mail sent to its  registered  address  or,  in the case of any such  beneficial
owner, to the address  provided by such beneficial  owner to the Trustee or the
Issuer for such purpose) a receipt for any Taxes deducted  within 30 days after
the date the same are due pursuant to applicable law or  regulation;  PROVIDED,
HOWEVER,  that if no such time is prescribed by applicable  law or  regulation,
the Issuer has agreed to furnish such information as soon as practicable but in
any event prior to the last day of February in the calendar year  subsequent to
the calendar year of payment.

         (b)      No  Reorganization  Additional  Amounts  will be payable with
respect to a payment made to a Holder (such Holder, a "REORGANIZATION  EXCLUDED
HOLDER") in respect of the beneficial owner thereof:

                  (1)      which is subject to the relevant  Taxes by reason of
the Holder being a resident, domiciliary or national of, or engaged in business
or  maintaining  a permanent  establishment  or other  physical  presence in or
otherwise  having  some  connection  with the  Applicable  Jurisdiction  or any
political  subdivision thereof otherwise than by the mere holding of Securities
or the receipt of payments thereunder; or

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

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rate of deduction or withholding of, such Taxes (provided,  that in the case of
any change in such certification, identification, information, documentation or
other reporting  requirement  which applies  generally to Holders of Securities
who are not resident in the Applicable Jurisdiction,  at least 60 days prior to
any such change,  the Issuer shall have  notified the Trustee,  in writing,  of
such change and provided the Trustee with such forms or documentation,  if any,
as the Holders of the Securities may require to comply with such certification,
identification, information, documentation, or other reporting requirement).

         (c)      The Issuer  will  indemnify  and hold  harmless  each  Holder
(other than a  Reorganization  Excluded  Holder)  and,  upon  written  request,
reimburse  each  such  Holder  for the  amount,  excluding  any  Reorganization
Additional  Amounts that have  previously  been paid by the Issuer with respect
thereto, of:

                  (1)      any  Taxes  levied  or  imposed  by  the  Applicable
Jurisdiction,  as described in Section 8.01(e)(ii) and paid by such Holder as a
result of payments made under or with respect to the Securities;

                  (2)      any  liability  (including  penalties,  interest and
expenses) arising therefrom or with respect thereto; and

                  (3)      any Taxes  imposed  by the  Applicable  Jurisdiction
with respect to any reimbursement under clause (1) or (2) in this paragraph.

         (d)      The Issuer  covenants and agrees to indemnify the Trustee and
each Paying Agent for, and to hold each of them harmless from and against,  any
and all loss, liability,  claim, damage and expense incurred without negligence
or willful misconduct on such Person's part and arising out of or in connection
with  actions  taken or omitted  by any of them in  reliance  on any  Officer's
Certificate  furnished  pursuant to the foregoing  paragraph Section 8.03(a) or
the failure of the Trustee or any Paying  Agent for any reason  (other than its
own  negligence  or  willful  misconduct)  to  receive  on a timely  basis such
Officer's  Certificate or any information or  documentation  requested by it or
otherwise required by applicable law or regulation to be obtained, furnished or
filed in respect of any Taxes.

         (e)      The  obligations  of the Issuer under this Section 8.03 shall
survive  the  payment  of the  Securities,  the  resignation  or removal of the
Trustee or any Paying  Agent and the  defeasance,  discharge,  satisfaction  or
other termination of this Indenture.

                                   ARTICLE 9

                            SUPPLEMENTAL INDENTURES

         Section 9.01      SUPPLEMENTAL  INDENTURES WITHOUT CONSENT OF HOLDERS.
Without notice to or the consent of any Holders, the Issuer, when authorized by
a Board  Resolution,  and the Trustee,  at any time and from time to time,  may
enter into one or

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more indentures  supplemental  hereto,  in form reasonably  satisfactory to the
Trustee, for any of the following purposes:

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

         (2)      to add to the  covenants of the Issuer for the benefit of the
Holders of all or any series of Securities (and if such covenants are to be for
the benefit of less than all series of Securities,  stating that such covenants
are  expressly  being  included  solely for the  benefit of such  series) or to
surrender any right or power herein conferred upon the Issuer;

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

         (4)      to add or change any of the  provisions of this  Indenture to
such  extent as shall be  necessary  to permit or  facilitate  the  issuance of
Securities in bearer form, registrable or not registrable as to principal,  and
with or without interest coupons; provided, however, that any such action shall
not  adversely  affect the interests of the Holders of Securities of any series
in any material respect;

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

         (6)      to secure any or all of the Securities;

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

         (8)      to evidence  and provide for the  acceptance  of  appointment
hereunder by a successor  Trustee with respect to the Securities of one or more
series and to add to or change any of the provisions of this Indenture as shall
be  necessary to provide for or  facilitate  the  administration  of the trusts
hereunder by more than one  Trustee,  pursuant to the  requirements  of Section
6.11(b);

         (9)      to cure any ambiguity,  defect or inconsistency or to correct
or supplement  any provision  herein which may be  inconsistent  with any other
provision  herein or to qualify or maintain the  qualification of the Indenture
under the Trust Indenture Act;

         (10)     to make any change that does not materially  adversely affect
the interests of the Holders of Securities of any series then Outstanding; or

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         (11)     to provide for uncertificated Securities in addition to or in
place of certificated  Securities (PROVIDED that the uncertificated  Securities
are issued in  registered  form for purposes of Section  163(f) of the Internal
Revenue  Code or in a  manner  such  that  the  uncertificated  Securities  are
described in Section 163(f)(2)(B) of such Code).

         Upon  request  of  the  Issuer,   accompanied  by  Board   Resolutions
authorizing the execution of any such supplemental indenture,  and upon receipt
by the Trustee of the documents  described in (and subject to the last sentence
of) Section  9.03,  the Trustee  shall join with the Issuer in the execution of
any  supplemental  indenture  authorized  or  permitted  by the  terms  of this
Indenture.

         Section 9.02      SUPPLEMENTAL  INDENTURES  WITH  CONSENT OF  HOLDERS.
With the written  consent of the Holders of a majority in  aggregate  principal
amount  of  the  Outstanding   Securities  of  each  series  affected  by  such
supplemental  indenture (with the Securities of each series voting as a class),
by Act of said Holders  delivered  to the Issuer and the  Trustee,  the Issuer,
when authorized by Board Resolutions, and the Trustee shall, subject to Section
9.03, enter into an indenture or indentures supplemental hereto for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions  of this  Indenture  or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture;  PROVIDED,  HOWEVER,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,

         (1)      change the Stated  Maturity of the  principal of, or premium,
other amounts,  if any, or any  installment  of principal of or premium,  other
amounts,  if any, or interest on, any Security,  or reduce the principal amount
(or accreted value, as the case may be) thereof or the rate of interest thereon
or  accretions  or any premium or other  amounts  payable upon the  redemption,
repurchase  or repayment  thereof,  or change the manner in which the amount of
any of the foregoing is  determined,  or reduce the amount of the principal (or
accreted  value,  as the  case may be) that  would  be due and  payable  upon a
declaration of acceleration of the Maturity  thereof  pursuant to Section 5.02,
or change any Place of Payment where, or the Applicable Currency for, or impair
the right to receive  payment of  principal  or a  premium,  interest  or other
amounts,  if any, on any Holder's  Securities on or after their  respective due
dates or to institute suit for the enforcement of any such payment;

         (2)      reduce the percentage in principal  amount of the Outstanding
Securities of any series, the consent of whose Holders is required for any such
supplemental  indenture,  or the consent of whose  Holders is required  for any
waiver of compliance  with certain  provisions of this Indenture or Defaults or
Events  of  Default  hereunder  and  their  consequences  provided  for in this
Indenture;

         (3)      modify any of the  provisions  of this  Section  or  Sections
5.07, 5.13 or 10.09,  except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived without
the  consent  of the  Holder of each  Outstanding  Security  affected  thereby;
PROVIDED,  HOWEVER, that this clause shall not be deemed to require the consent
of any Holder with respect to changes in the

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references to "the Trustee" and concomitant changes in this Section and Section
10.09, or the deletion of this proviso,  in accordance with the requirements of
Sections 6.11(b) and 9.01(8);

         (4)      modify any conversion  ratio or otherwise  impair  conversion
rights  with  respect  to such  Outstanding  Securities,  except  as  expressly
permitted by the terms of such Outstanding Securities;

         (5)      modify  any   redemption   provisions   applicable   to  such
Outstanding Securities;

         (6)      directly  or  indirectly  release  any of the  collateral  or
security  interest  in  respect  of  such  Outstanding  Securities,  except  as
expressly permitted by the terms of such Outstanding Securities; or

         (7)      change any obligations to pay additional  amounts provided in
the terms of such Outstanding Securities.

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

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

         Section 9.03      EXECUTION OF  SUPPLEMENTAL  INDENTURES.  The Trustee
shall sign any  supplemental  indenture  authorized  pursuant to this  Article,
subject to the last sentence of this Section  9.03. In executing,  or accepting
the additional trusts created by, any supplemental  indenture permitted by this
Article or the  modifications  thereby of the trusts created by this Indenture,
the Trustee  shall be entitled to receive,  and (subject to Section 6.01) shall
be fully protected in relying upon, an Officer's  Certificate and an Opinion of
Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture. The Trustee may, but shall not be obligated to,
enter into any such  supplemental  indenture  which  affects the  Trustee's own
rights, duties or immunities under this Indenture or otherwise.

         Section 9.04      EFFECT   OF   SUPPLEMENTAL   INDENTURES.   Upon  the
execution of any  supplemental  indenture  under this Article,  this  Indenture
shall be modified in  accordance  therewith,  and such  supplemental  indenture
shall  form a part of this  Indenture  for all  purposes;  and every  Holder of
Securities  theretofore  or thereafter  authenticated  and delivered  hereunder
shall be bound thereby.

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<PAGE>

         Section 9.05      CONFORMITY   WITH   TRUST   INDENTURE   ACT.   Every
supplemental  indenture  executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as then in effect.

         Section 9.06      REFERENCE IN SECURITIES TO SUPPLEMENTAL  INDENTURES.
Securities of any series authenticated and delivered after the execution of any
supplemental  indenture  pursuant to this Article may, and shall if required by
the Trustee,  bear a notation in form  approved by the Trustee as to any matter
provided for in such supplemental  indenture. If the Issuer shall so determine,
new  Securities of any series so modified as to conform,  in the opinion of the
Trustee and the Issuer, to any such supplemental  indenture may be prepared and
executed  by the Issuer  and  authenticated  and  delivered  by the  Trustee in
exchange for Outstanding Securities of such series.

                                   ARTICLE 10

                                   COVENANTS

         Section 10.01     PAYMENT OF  SECURITIES.  With respect to each series
of  Securities,  the Issuer will duly and  punctually pay the principal of (and
premium, if any) and interest on such Securities in accordance with their terms
and this Indenture,  and will duly comply with all the other terms,  agreements
and  conditions  contained in, or made in the Indenture for the benefit of, the
Securities of such series.

         Section 10.02     MAINTENANCE  OF OFFICE OR AGENCY.  The  Issuer  will
maintain an office or agency in each Place of Payment where  Securities  may be
surrendered for  registration of transfer or exchange or for  presentation  for
payment,  where  notices  and  demands  to or upon the Issuer in respect of the
Securities  and this  Indenture  may be  served.  The Issuer  will give  prompt
written notice to the Trustee of the location,  and any change in location,  of
such office or agency.  If at any time the Issuer  shall fail to  maintain  any
such  required  office or agency or shall fail to furnish the Trustee  with the
address thereof,  such  presentations,  surrenders,  notices and demands may be
made or served at the  address  of the  Trustee  as set forth in  Section  1.05
hereof.

         The  Issuer  may also from time to time  designate  one or more  other
offices or agencies where the  Securities  may be presented or surrendered  for
any or all such  purposes and may from time to time rescind such  designations.
The  Issuer  will  give  prompt  written  notice  to the  Trustee  of any  such
designation  or rescission  and of any change in the location of any such other
office or agency.

         If  Securities  of any series are  issued in  definitive  certificated
form, or if the Depositary  for such  Securities  shall so require,  the Issuer
will  maintain a paying agent and  transfer  agent for such  Securities  in New
York.

         Section 10.03     COMPLIANCE CERTIFICATES.

         (a)      The Issuer shall deliver to the Trustee within 120 days after
the end of each fiscal year of the Issuer (which fiscal year  currently ends on
December 31), an

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<PAGE>

Officer's Certificate stating (i) that a review of the activities of the Issuer
during the  preceding  fiscal year has been made under the  supervision  of the
signing  Officers  with a view  to  determining  whether  the  Issuer  and  its
Subsidiaries has kept, observed,  performed and fulfilled its obligations under
this  Indenture,  (ii) that,  as to each such Officer  signing  such  Officer's
Certificate,  to the  best  of  his  or  her  knowledge,  the  Issuer  and  its
Subsidiaries  has  kept,  observed,  performed  and  fulfilled  each and  every
covenant  contained in this  Indenture and (ii) whether or not the signer knows
of any Default or Event of Default by the Issuer that occurred prior to the end
of the fiscal  year and is then  continuing.  If the signer does know of such a
Default or Event of Default,  the certificate  shall describe each such Default
or Event of Default and its status and the specific section or sections of this
Indenture  in  connection  with  which such  Default  or Event of  Default  has
occurred.  The Issuer shall also promptly  notify the Trustee in writing should
the  Issuer's  fiscal  year be changed  so that the end  thereof is on any date
other than the date on which the  Issuer's  fiscal  year  currently  ends.  The
certificate  need not comply with Section  1.02  hereof,  but shall comply with
Section 314(a)(4) of the Trust Indenture Act.

         (b)      The  Issuer  shall  deliver  to the  Trustee  forthwith  upon
becoming  aware of a Default or Event of Default (but in no event later than 10
days  after  the  occurrence  of each  Default  or  Event  of  Default  that is
continuing), an Officer's Certificate setting forth the details of such Default
or Event of  Default  and the  action  that the  Issuer  proposes  to take with
respect  thereto and the  specific  section or sections  of this  Indenture  in
connection with which such Default or Event of Default has occurred.

         Section 10.04     MONEY FOR  SECURITIES  PAYMENTS TO BE HELD IN TRUST.
If the Issuer shall at any time act as its own Paying Agent with respect to any
series of  Securities,  it will, on or before each due date of the principal of
(and premium and other amounts, if any) or interest on any of the Securities of
that  series,  segregate  and  hold in trust  for the  benefit  of the  Persons
entitled  thereto a sum,  in the  Applicable  Currency,  sufficient  to pay the
principal (and premium and other  amounts,  if any) or interest so becoming due
until  such sums  shall be paid to such  Persons or  otherwise  disposed  of as
herein  provided and will promptly  notify the Trustee of its action or failure
so to act.

         Whenever  the  Issuer  shall  have one or more  Paying  Agents for any
series of Securities, it will, on or prior to each due date of the principal of
(and premium and other  amounts,  if any) or interest on any Securities of that
series,  deposit  with a  Paying  Agent  a sum,  in  the  Applicable  Currency,
sufficient  to pay the  principal  (and premium and other  amounts,  if any) or
interest so becoming  due,  such sum to be held in trust for the benefit of the
Persons  entitled  to such  principal,  premium,  other  amounts,  if  any,  or
interest,  and  (unless  such  Paying  Agent is the  Trustee)  the Issuer  will
promptly notify the Trustee of their action or failure to so act.

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

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<PAGE>

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

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

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

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

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Issuer,  in trust for the payment of the  principal  of (and premium and
other amounts,  if any) or interest on any Security of any series and remaining
unclaimed for one year after such principal (and premium and other amounts,  if
any) or interest has become due and payable  shall,  subject to any  applicable
escheat laws, be paid to the Issuer on Issuer Request,  or (if then held by the
Issuer)  shall be discharged  from such trust;  and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Issuer for
payment  thereof,  and all  liability  of the Trustee or such Paying Agent with
respect to such  trust  money,  and all  liability  of the  Issuer as  trustees
thereof,  shall thereupon cease;  PROVIDED,  HOWEVER,  that the Trustee or such
Paying  Agent,  before being  required to make any such  repayment,  may at the
expense of the Issuer cause to be published  once, in a newspaper  published in
the English language, customarily published on each Business Day and of general
circulation in New York, New York, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the  date of such  publication,  any  unclaimed  balance  of  such  money  then
remaining will be repaid to the Issuer.

         Section 10.05     CANADIAN WITHOLDING TAXES.

         (a)      Unless  otherwise  provided  pursuant  to Section  3.01,  all
payments  made by or on  behalf  of the  Issuer  under or with  respect  to the
Securities of any series will be made free and clear of and without withholding
or  deduction  for or on account  of any  present or future  tax,  duty,  levy,
impost, assessment or other governmental charge (including penalties,  interest
and other liabilities related thereto) imposed or levied by or on behalf of the
Government  of  Canada  or of  any  province  or  territory  thereof  or by any
authority  or  agency  therein  or  thereof  having  power to tax  (hereinafter
"CANADIAN

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<PAGE>

TAXES"),  unless the Issuer is required to withhold or deduct Canadian Taxes by
law  or by  the  interpretation  or  administration  thereof  by  the  relevant
governmental  authority or agency.  If the Issuer is so required to withhold or
deduct any amount for or on account of  Canadian  Taxes from any  payment  made
under or with respect to the Securities,  the Issuer will pay to each Holder as
additional  interest such additional amounts  ("ADDITIONAL  AMOUNTS") as may be
necessary so that the net amount received by each Holder after such withholding
or  deduction  (and  after  deducting  any  Canadian  Taxes on such  Additional
Amounts)  will not be less than the amount the Holder  would have  received  if
such Canadian Taxes had not been withheld or deducted.  However,  no Additional
Amounts  will be  payable  with  respect  to a payment  made to a Holder  (such
Holder, an "EXCLUDED HOLDER") in respect of the beneficial owner thereof:

                  (1)      with which the Issuer does not deal at arm's  length
for the  purposes  of the INCOME TAX ACT  (Canada) at the time of the making of
such payment;

                  (2)      which is subject to such Canadian Taxes by reason of
the Holder being a resident, domicile or national of, or engaged in business or
maintaining  a  permanent  establishment  or  other  physical  presence  in  or
otherwise having some connection with Canada or any province thereof  otherwise
than by the mere holding of Securities  or the receipt of payments  thereunder;
or

                  (3)      which is subject to such Canadian Taxes by reason of
its  failure to comply  with any  certification,  identification,  information,
documentation or other reporting  requirement if compliance is required by law,
regulation,  administrative  practice or an applicable treaty as a precondition
to exemption  from, or a reduction in, the rate of deduction or withholding of,
such  Canadian  Taxes  (PROVIDED,  that  in the  case  of any  change  in  such
certification,  identification,  information,  documentation or other reporting
requirement  which  applies  generally  to  Holders of  Securities  who are not
resident in Canada, at least 60 days prior to any such change, the Issuer shall
have notified the Trustee,  in writing, of such change and provided the Trustee
with such forms or documentation,  if any, as the Holders of the Securities may
require  to  comply  with  such  certification,   identification,  information,
documentation, or other reporting requirement).

         The Issuer will also:

         (i)      make such withholding or deduction; and

         (ii)     remit the full amount  deducted  or withheld to the  relevant
authority as and when required in accordance with applicable law.

         The Issuer will  furnish to the Holders of the  Securities,  within 30
days  after the date the  payment  of any  Canadian  Taxes is due  pursuant  to
applicable law, certified copies of tax receipts or other documents  evidencing
such payment by the Issuer.

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         (b)      The Issuer  will  indemnify  and hold  harmless  each  Holder
(other than an Excluded Holder) and, upon written request,  reimburse each such
Holder for the amount,  excluding any Additional  Amounts that have  previously
been paid by the Issuer with respect thereto, of:

                  (1)      any Canadian  Taxes so levied or imposed and paid by
such  Holder  as a  result  of  payments  made  under  or with  respect  to the
Securities;

                  (2)      any  liability  (including  penalties,  interest and
expenses) arising therefrom or with respect thereto; and

                  (3)      any  Canadian  Taxes  imposed  with  respect  to any
reimbursement under clause (1) or (2) in this paragraph.

                  At  least  ten (10)  days  prior  to each  date on which  any
payment  under or with respect to the  Securities  is due and  payable,  if the
Issuer  will be  obligated  to pay  Additional  Amounts  with  respect  to such
payment,  the Issuer  will  deliver to the  Trustee  an  Officer's  Certificate
stating the fact that such  Additional  Amounts will be payable and  specifying
the amounts so payable and will set forth such other  information  necessary to
enable the  Trustee to pay such  Additional  Amounts to Holders on the  payment
date.

                  Wherever  in  this  Indenture  there  is  mentioned,  in  any
context,  the payment of principal (and premium, if any), interest or any other
amount  payable  under or with  respect to a Security,  such  mention  shall be
deemed to include  mention of the payment of  Additional  Amounts to the extent
that,  in such  context,  Additional  Amounts are,  were or would be payable in
respect thereof.

                  The  obligations of the Issuer under this Section 10.05 shall
survive  the  payment  of the  Securities,  the  resignation  or removal of the
Trustee or any Paying  Agent and the  defeasance,  discharge,  satisfaction  or
other termination of this Indenture.

         Section 10.06     LIMITATION   ON  LIENS  .   Except   for   Permitted
Encumbrances,  (i) the  Issuer  shall not  create,  incur,  assume or suffer to
exist, nor shall it allow or permit any Restricted Subsidiary to create, incur,
assume or suffer to exist, any Security  Interest securing any Indebtedness for
Borrowed  Money  or  interest  thereon,  upon  or  with  respect  to any of its
properties or assets or any income or profits  therefrom,  whether owned on the
date of this Indenture or hereafter  acquired,  and (ii) without  limitation to
the  provisions  of clause (i) of this  sentence,  the Issuer shall not create,
incur,  assume or suffer to exist,  nor shall it allow or permit any Subsidiary
to create, incur, assume or suffer to exist, any Security Interest securing any
Indebtedness  for Borrowed Money or interest  thereon,  upon or with respect to
any shares of capital  stock,  Indebtedness  or other  securities  of, or other
ownership interests in, any Restricted Subsidiary, whether owned on the date of
this Indenture or hereafter  acquired,  unless, in any case described in (i) or
(ii) of this sentence,  the Issuer or such Restricted Subsidiary or Subsidiary,
as the case may be, shall secure or cause to be secured the Securities  equally
and rateably with the  Indebtedness for Borrowed Money secured by such Security
Interest.

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         Section 10.07     PAYMENT OF TAXES.  The Issuer will pay or  discharge
or cause to be paid or discharged, before the same shall become delinquent, all
material taxes, assessments and governmental charges levied or imposed upon the
Issuer or any Restricted Subsidiary or upon the income,  profits or property of
the Issuer or any Restricted  Subsidiary;  PROVIDED,  HOWEVER,  that the Issuer
shall not be required to pay or discharge or cause to be paid or discharged any
such tax, assessment or charge whose amount, applicability or validity is being
contested in good faith by appropriate proceedings.

         Section 10.08     CORPORATE  EXISTENCE.  Subject  to  Article  8,  the
Issuer will do or cause to be done all things necessary to preserve and keep in
full force and effect its corporate existence.

         Section 10.09     WAIVER OF CERTAIN COVENANTS.  The Issuer may omit in
any  particular  instance to comply with any term,  provision or condition  set
forth in  Article  8,  Article  10  (other  than as  required  under  the Trust
Indenture  Act) or any covenant  specified as  contemplated  under Section 3.01
with  respect  to the  Securities  of any  series if  before  the time for such
compliance  the Holders of not less than a majority in principal  amount of the
Outstanding  Securities  of such series shall,  by Act of such Holders,  either
waive such compliance in such instance or generally waive  compliance with such
term, provision or condition, but no such waiver shall extend to or affect such
term,  provision or condition  except to the extent so expressly  waived,  and,
until such waiver shall become effective, the obligations of the Issuer and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.

                                   ARTICLE 11

                            REDEMPTION OF SECURITIES

         Section 11.01     APPLICABILITY  OF ARTICLE.  Securities of any series
which are  redeemable  before  their Stated  Maturity  shall be  redeemable  in
accordance with their terms and (except as otherwise  specified as contemplated
by Section 3.01 for Securities of any series) in accordance  with this Article;
PROVIDED,  HOWEVER,  that if any  provision of any such form of Security  shall
conflict  with any  provision of this  Article,  the  provision of such form of
Security shall govern.

         Section 11.02     ELECTION TO REDEEM;  NOTICE TO TRUSTEE. The election
of the Issuer to redeem any Securities shall be evidenced by Board Resolutions.
In case of any  redemption  at the  election of the Issuer of less than all the
Securities of any series,  the Issuer  shall,  at least 30 and not more than 60
days prior to the Redemption  Date fixed by the Issuer (unless a shorter notice
shall be  satisfactory  to the Trustee),  notify the Trustee of such Redemption
Date and of the  principal  amount of Securities of such series to be redeemed.
In the case of any  redemption  of  Securities  prior to the  expiration of any
restriction  on such  redemption  provided in the terms of such  Securities  or
elsewhere  in this  Indenture,  the  Issuer  shall  furnish  the  Trustee  with
Officer's Certificates evidencing compliance with such restriction.

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         Section 11.03     SELECTION BY TRUSTEE OF  SECURITIES  TO BE REDEEMED.
If  less  than  all  the  Securities  of any  series  are to be  redeemed,  the
particular  Securities to be redeemed  shall be selected prior to the giving of
the  applicable  notice of  redemption  to  Holders  by the  Trustee,  from the
Outstanding  Securities of such series not  previously  called for  redemption,
substantially  pro rata, by lot or by any other method as the Trustee considers
fair and appropriate  and that complies with the  requirements of the principal
national securities exchange,  if any, on which such Securities are listed, and
which may provide for the  selection for  redemption of portions  (equal to the
minimum  authorized  denomination for Securities of that series or any integral
multiple  thereof) of the  principal  amount of  Securities of such series of a
denomination larger than the minimum authorized  denomination for Securities of
that series; PROVIDED that in case the Securities of such series have different
terms and  maturities,  the  Securities to be redeemed shall be selected by the
Issuer, and the Issuer shall give notice thereof to the Trustee.

         The  Trustee  shall  promptly  notify  the  Issuer in  writing  of the
Securities  selected for redemption and, in the case of any Securities selected
for partial redemption, the principal amount thereof to be redeemed.

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

         Section 11.04     NOTICE OF REDEMPTION.  Notice of redemption shall be
given by first-class  mail,  postage prepaid,  mailed not less than 30 nor more
than 60 days prior to the  Redemption  Date, to each Holder of Securities to be
redeemed, at his address appearing in the Security Register.

         All notices of redemption shall state:

         (1)      the Redemption Date;

         (2)      the Redemption Price;

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

         (4)      that on the Redemption Date the Redemption  Price will become
due and payable upon each such Security to be redeemed and, if applicable, that
interest or original issue discount  thereon will cease to accrue or accrete on
and after said date;

         (5)      the  place  or  places  where  such   Securities  are  to  be
surrendered for payment of the Redemption Price;

         (6)      that the  redemption  is for a sinking  fund,  if such is the
case; and

         (7)      the CUSIP number, if any, of the Securities to be redeemed.

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

         Section 11.05     DEPOSIT OF REDEMPTION PRICE. Prior to any Redemption
Date,  the Issuer shall deposit with the Trustee or with a Paying Agent (or, if
the Issuer is acting as its own Paying  Agent,  segregate  and hold in trust as
provided  in  Section  10.04)  an amount  of money in the  Applicable  Currency
sufficient to pay the Redemption  Price of, and (except if the Redemption  Date
shall be an Interest  Payment  Date)  accrued  interest on, all the  Securities
which are to be redeemed on that date.

         Unless any  Security by its terms  prohibits  any sinking fund payment
obligation  from  being  satisfied  by  delivering  and  crediting   Securities
(including  Securities  redeemed  otherwise than through a sinking  fund),  the
Issuer may deliver such  Securities to the Trustee for  crediting  against such
payment  obligation in accordance  with the terms of such  Securities  and this
Indenture.

         Section 11.06     SECURITIES  PAYABLE ON  REDEMPTION  DATE.  Notice of
redemption  having been given as  aforesaid,  the  Securities so to be redeemed
shall, on the Redemption  Date,  become due and payable at the Redemption Price
therein  specified  in the  Applicable  Currency,  and from and after such date
(unless  the Issuer  shall  default in the payment of the  Redemption  Price or
accrued interest) such Securities shall cease to bear interest.  Upon surrender
of any such  Security for  redemption  in  accordance  with said  notice,  such
Security  shall be paid by the Issuer at the  Redemption  Price,  together with
accrued interest to the Redemption Date; PROVIDED,  HOWEVER,  that installments
of interest whose Stated  Maturity is on or prior to the Redemption  Date shall
be  payable  to the  Holders  of such  Securities,  or one or more  Predecessor
Securities, registered as such at the close of business on the relevant Regular
Record Date or Special  Record Date according to their terms and the provisions
of Section 3.07.

         If any  Security  called  for  redemption  shall  not be so paid  upon
surrender thereof for redemption, the principal (and premium and other amounts,
if any) shall,  until paid,  bear interest from the Redemption Date at the rate
prescribed therefor in the Security.

         Section 11.07     SECURITIES  REDEEMED IN PART.  Any Security which is
to be redeemed only in part shall be  surrendered at an office or agency of the
Issuer at a Place of Payment  therefor  (with,  if the Issuer or the Trustee so
requires,  due  endorsement  by, or a written  instrument  of  transfer in form
satisfactory  to the Issuer and the Security  Registrar  therefor duly executed
by, the Holder  thereof or his attorney duly  authorized  in writing),  and the
Issuer shall  execute,  and the Trustee shall  authenticate  and deliver to the
Holder of such Security without service charge, a new Security or Securities of
the  same  series  and  Stated  Maturity,  of any  authorized  denomination  as
requested  by such  Holder,  and having the same  terms and  conditions  and in
aggregate  principal amount equal to and in exchange for the unredeemed portion
of the principal of the Security so surrendered.

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         Section 11.08     REDEMPTION  FOR CHANGES IN CANADIAN TAX LAW.  Unless
otherwise  specified  pursuant to Section 3.01, the Issuer shall have the right
to redeem,  at any time, the Securities of a series,  in whole but not in part,
at a redemption  price equal to the  principal  amount  thereof  together  with
accrued and unpaid interest to the date fixed for  redemption,  upon the giving
of a notice as  described  below,  if (1) the Issuer  determines  that (a) as a
result of any change in or amendment to the laws (or any regulations or rulings
promulgated  thereunder)  of Canada or the  Applicable  Jurisdiction  or of any
political   subdivision  or  taxing  authority  thereof  or  therein  affecting
taxation,  or any change in the official position  regarding the application or
interpretation of such laws,  regulations or rulings  (including a holding by a
court of  competent  jurisdiction),  which  change or amendment is announced or
becomes  effective  on or after a date or dates  specified  pursuant to Section
3.01, if any date is so specified,  the Issuer has or will become  obligated to
pay, on the next succeeding date on which interest is due,  Additional  Amounts
pursuant to Section  10.05 or  Reorganization  Additional  Amounts  pursuant to
Section 8.01, or (b) on or after a date or dates specified  pursuant to Section
3.01, any action has been taken by any taxing authority of, or any decision has
been rendered by a court of competent jurisdiction in, Canada or the Applicable
Jurisdiction  or any  political  subdivision  or taxing  authority  thereof  or
therein,  including any of those actions specified in (a) above, whether or not
such action was taken or decision was rendered  with respect to the Issuer,  or
any  change,  amendment,  application  or  interpretation  shall be  officially
proposed,  which,  in any such case,  in the  Opinion of Counsel to the Issuer,
will result in the Issuer  becoming  obligated  to pay, on the next  succeeding
date on which interest is due, Additional Amounts or Reorganization  Additional
Amounts with respect to any Security of such series,  and (2) in any such case,
the Issuer in its business  judgment  determines that any such obligation under
paragraph  (1)  above  cannot  be  avoided  by the use of  reasonable  measures
available  to the  Issuer;  PROVIDED,  HOWEVER,  that  (i) no  such  notice  of
redemption  may be given  earlier  than 60 nor later  than 30 days prior to the
earliest  date on which the Issuer would be  obligated  to pay such  Additional
Amounts or Reorganization  Additional  Amounts were a payment in respect of the
Securities  then due, and (ii) at the time such notice of  redemption is given,
such obligation to pay such  Additional  Amounts or  Reorganization  Additional
Amounts remains in effect.

                                   ARTICLE 12

                                 SINKING FUNDS

         Section 12.01     APPLICABILITY  OF ARTICLE.  The  provisions  of this
Article  shall  be  applicable  to any  sinking  fund  for  the  retirement  of
Securities  of a series,  except as  otherwise  specified  as  contemplated  by
Section 3.01 for  Securities  of such series;  PROVIDED,  HOWEVER,  that if any
provision of any such form of Security  shall  conflict  with any  provision of
this Article, the provision of such form of Security shall govern.

         The minimum  amount of any sinking  fund  payment  provided for by the
terms of Securities of any series is herein referred to as a "MANDATORY SINKING
FUND PAYMENT," and any payment in excess of such minimum amount provided for by
the terms of  Securities  of any series is herein  referred to as an  "OPTIONAL
SINKING FUND

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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 12.02.  Each sinking fund payment shall be applied to the redemption of
Securities  of any series as provided  for by the terms of  Securities  of such
series.

         Section 12.02     SATISFACTION   OF   SINKING   FUND   PAYMENTS   WITH
SECURITIES.  The  Issuer (1) may  deliver  Outstanding  Securities  of a series
(other than any Securities  previously called for redemption) and (2) may apply
as a credit  Securities  of a series  which  have been  redeemed  either at the
election of the Issuer  pursuant to the terms of such Securities or through the
application of permitted  optional sinking fund payments  pursuant to the terms
of such  Securities,  in each  case in  satisfaction  of all or any part of any
sinking fund payment with respect to the Securities of such series  required to
be made  pursuant to the terms of such  Securities as provided for by the terms
of such series;  PROVIDED  that such  Securities  have not been  previously  so
credited.  Such  Securities  shall be received and credited for such purpose by
the Trustee at the Redemption Price specified in such Securities for redemption
through  operation  of the  sinking  fund and the amount of such  sinking  fund
payment shall be reduced accordingly.

         Section 12.03     REDEMPTION OF SECURITIES  FOR SINKING FUND. Not less
than 45 days (or such  shorter  period  reasonably  acceptable  to the Trustee)
prior to each  sinking  fund  payment  date for any series of  Securities,  the
Issuer will  deliver to the Trustee an  Officer's  Certificate  specifying  the
amount of the next ensuing sinking fund payment for that series pursuant to the
terms of that series, the portion thereof,  if any, which is to be satisfied by
payment of cash in the  Applicable  Currency and the portion  thereof,  if any,
which is to be satisfied by delivering and crediting  Securities of that series
pursuant to Section  12.02 and will also deliver to the Trustee any  Securities
to be so delivered (which have not been previously delivered). Not less than 30
days before each such sinking  fund  payment date the Trustee  shall select the
Securities  to be redeemed  upon such  sinking  fund payment date in the manner
specified  in Section  11.03 and cause notice of the  redemption  thereof to be
given in the name of and at the expense of the Issuer in the manner provided in
Section  11.04.  Such notice  having been duly given,  the  redemption  of such
Securities  shall be made upon the terms and in the manner  stated in  Sections
11.06 and 11.07.

                                   ARTICLE 13

                       DEFEASANCE AND COVENANT DEFEASANCE

         Section 13.01     APPLICABILITY OF ARTICLE;  ISSUER'S OPTION TO EFFECT
DEFEASANCE   OR  COVENANT   DEFEASANCE.   Unless  as  otherwise   specified  as
contemplated  by Section 3.01 for Securities of such series,  provision is made
for the inapplicability of, in whole or in part, or any modification to, either
or both of (a)  defeasance of the Securities of a series under Section 13.02 or
(b) covenant defeasance of the Securities of a series under Section 13.03, then
the provisions of such Section or Sections,  as the case may be,  together with
the other provisions of this Article,  shall be applicable to the Securities of
such  series  and the Issuer may at their  option by Board  Resolutions  of the
Issuer, at any

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<PAGE>

time,  with  respect to the  Securities  of such  series  elect to have  either
Section 13.02 (unless  inapplicable) or Section 13.03 (unless  inapplicable) be
applied to the  Outstanding  Securities of such series upon compliance with the
applicable conditions set forth below in this Article.

         Section 13.02     DEFEASANCE AND  DISCHARGE.  Upon the exercise of the
option  provided in Section  13.01 to defease the  Outstanding  Securities of a
particular  series,  the Issuer shall be discharged from its  obligations  with
respect to the Outstanding Securities of such series on the date the applicable
conditions   set   forth  in   Section   13.04  are   satisfied   (hereinafter,
"DEFEASANCE").  Defeasance  shall mean that the Issuer  shall be deemed to have
paid and discharged  the entire  indebtedness  represented  by the  Outstanding
Securities of such series and to have satisfied all its other obligations under
such  Securities  and this Indenture  insofar as such  Securities are concerned
(and  the  Trustee,  at  the  expense  of  the  Issuer,  shall  execute  proper
instruments  acknowledging  the same);  PROVIDED,  HOWEVER,  that the following
rights,  obligations,  powers, trusts, duties, immunities and indemnities shall
survive until otherwise terminated or discharged  hereunder:  (A) the rights of
Holders of  Outstanding  Securities of such series to receive,  solely from the
trust fund provided for in Section 13.04,  payments in respect of the principal
of (and premium and other amounts, if any) and interest on such Securities when
such  payments  are due,  (B) the  Issuer's  obligations  with  respect to such
Securities  under Sections 1.15,  3.04,  3.05,  3.06,  3.07,  7.01, 7.02, 8.03,
10.02, the last paragraph of Sections 10.04, 10.05, Sections 13.05 and 13.06 as
well as any  obligation  under the terms of the  Securities  of such  series to
maintain a registrar or paying agent, (C) the rights,  powers,  trusts,  duties
and  immunities  of the Trustee  hereunder  and the Issuer's  obligations  with
respect  therewith,  and (D) this  Article.  Subject  to  compliance  with this
Article,  the Issuer may exercise its option with respect to  defeasance  under
this  Section  13.02  notwithstanding  the prior  exercise  of its option  with
respect to covenant  defeasance under Section 13.03 in regard to the Securities
of such series.

         Section 13.03     COVENANT DEFEASANCE. Upon the exercise of the option
provided in Section 13.01 to obtain a covenant  defeasance  with respect to the
Outstanding  Securities  of a particular  series,  the Issuer shall be released
from its  obligations  under the covenants  contained in Article 10 (other than
the covenants  contained in Sections 10.01, 10.02,  10.03(b),  10.05, 10.09 and
the last  paragraph  of Section  10.04) of this  Indenture  and,  if  specified
pursuant to any applicable Series  Supplement,  its obligations under any other
covenant,  with  respect to the  Outstanding  Securities  of such series on and
after  the date the  applicable  conditions  set  forth in  Section  13.04  are
satisfied (hereinafter,  "COVENANT DEFEASANCE"). Covenant defeasance shall mean
that, with respect to the Outstanding Securities of such series, the Issuer may
omit to  comply  with and  shall  have no  liability  in  respect  of any term,
condition or limitation set forth in any such  covenants,  whether  directly or
indirectly  by reason  of any  reference  elsewhere  herein or by reason of any
reference  to any other  provision  herein or in any other  document,  and such
omission  to comply  shall not  constitute  an Event of Default  under  Section
5.01(4) or any such Series Supplement with respect to Outstanding Securities of
such series,  and the remainder of this Indenture and of the Securities of such
series shall be unaffected thereby.

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         Section 13.04     CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE. The
following  shall be the  conditions  to  defeasance  under  Section  13.02  and
covenant  defeasance  under  Section  13.03  with  respect  to the  Outstanding
Securities of a particular series:

         (1)      The Issuer shall  irrevocably  have deposited or caused to be
deposited with the Trustee,  under the terms of an irrevocable  trust agreement
in form and substance  reasonably  satisfactory to such 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,  (A) money in the Applicable  Currency in an amount,  or (B) if the
Applicable  Currency  of such  Securities  is  U.S.  dollars,  U.S.  Government
Obligations  which through the  scheduled  payment of principal and interest in
respect thereof in accordance with their terms will provide, not later than the
due date of any payment,  money in an amount, or (C) a combination  thereof, in
each case  sufficient,  after payment of all  applicable  federal,  provincial,
territorial,  state and local taxes or other charges or  assessments in respect
thereof payable by the Trustee, 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,  and which shall be applied by
the  Trustee  (or  other  qualifying  trustee)  to pay and  discharge,  (i) the
principal of (and premium and other amounts,  if any, on) and each  installment
of  principal of (and  premium and other  amounts,  if any) and interest on the
Outstanding  Securities of such series on the Stated Maturity of such principal
or  installment  of principal or interest and (ii) any  mandatory  sinking fund
payments or analogous payments applicable to the Outstanding Securities of such
series on the day on which such payments are due and payable in accordance with
the terms of this Indenture and of such  Securities.  Notwithstanding  anything
herein to the  contrary,  the Issuer shall be entitled to direct the Trustee to
use,  and the Trustee  shall  thereafter  cause,  the trust funds  deposited in
accordance  with the  first  sentence  of this  Section  13.04(1)  to  effect a
redemption in accordance with Section 11.08 hereof.

         (2)      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  shall  occur  as a  result  of such  deposit  or,  in the  case of
bankruptcy or insolvency  proceedings,  at any time during the period ending on
the day which is the later of (i)  three  months  and one day after the date of
such  deposit  and  (ii) 91 days  after  the  date of such  deposit  (it  being
understood  that  this  condition  shall  not be  deemed  satisfied  until  the
expiration of such period).

         (3)      the Issuer  shall have  delivered to the Trustee an Officer's
Certificate stating that the deposit was not made by the Issuer with the intent
of preferring  the holders of the  Securities  over the other  creditors of the
Issuer,  with the  intent  of  defeating,  hindering,  delaying  or  defrauding
creditors of the Issuer or others.

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

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         (5)      In the case of an election with respect to Section 13.02, the
Issuer  shall have  delivered  to the Trustee  (A) an Opinion of Counsel,  such
counsel  to be a U.S.  Person,  based on a ruling  from  the  Internal  Revenue
Service or on a change in the applicable U.S.  federal income tax law since the
date of this  Indenture,  in either  case to the effect that the Holders of the
Outstanding  Securities of such series will not recognize income,  gain or loss
for U.S. federal income tax purposes as a result of such defeasance and will be
subject to U.S. federal income tax on the same amounts,  in the same manner and
at the same  times  as would  have  been  the case if such  defeasance  had not
occurred and (B) an Opinion of Counsel,  such counsel to be a Canadian  Person,
to the effect that the  Holders of the  Outstanding  Securities  of such series
will  not  recognize  income,  gain or loss for  Canadian  federal  income  tax
purposes as a result of such defeasance and will be subject to Canadian federal
income  tax on the same  amounts,  in the same  manner and at the same times as
would have been the case if such defeasance had not occurred.

         (6)      In the case of an election with respect to Section 13.03, the
Issuer  shall have  delivered  to the Trustee  (A) an Opinion of Counsel,  such
counsel to be a U.S. Person,  to the effect that the Holders of the Outstanding
Securities  of such series  will not  recognize  income,  gain or loss for U.S.
federal income tax purposes as a result of such  defeasance and will be subject
to U.S.  federal income tax on the same amounts,  in the same manner and at the
same times as would have been the case if such  defeasance had not occurred and
(B) an Opinion of Counsel,  such counsel to be a Canadian Person, to the effect
that  the  Holders  of the  Outstanding  Securities  of such  series  will  not
recognize  income,  gain or loss for Canadian  federal income tax purposes as a
result of such defeasance and will be subject to Canadian federal income tax on
the same  amounts,  in the same manner and at the same times as would have been
the case if such defeasance had not occurred.

         (7)      In the case of an election with respect to Section 13.02, the
Issuer shall have delivered to the Trustee an Opinion of Counsel,  such counsel
to be a Canadian Person, to the effect that any payment or credit by the Issuer
of the principal of or interest on the  Securities to a holder  thereof will be
exempt from Canadian withholding tax if the holder thereof, for the purposes of
the  INCOME TAX ACT  (Canada)  (or any  successor  law) is or is deemed to be a
non-resident of Canada and deals at arms' length with the Issuer at the time of
such payment or credit.

         (8)      In the case of an election with respect to Section 13.03, the
Issuer shall have delivered to the Trustee an Opinion of Counsel,  such counsel
to be a Canadian Person, to the effect that any payment or credit by the Issuer
of the principal of or interest on the  Securities to a holder  thereof will be
exempt from Canadian withholding tax if the holder thereof, for the purposes of
the  INCOME TAX ACT  (Canada)  (or any  successor  law) is or is deemed to be a
non-resident of Canada and deals at arms' length with the Issuer at the time of
such payment or credit.

         (9)      Such defeasance or covenant  defeasance  shall be effected in
compliance with any additional  terms,  conditions or limitations  which may be
imposed on the Issuer in connection therewith pursuant to Section 3.01.

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         (10)     The Issuer  shall have  delivered to the Trustee an Officer's
Certificate  and an  Opinion  of  Counsel,  each  stating  that all  conditions
precedent provided for relating to either the defeasance under Section 13.02 or
the  covenant  defeasance  under  Section  13.03 (as the case may be) have been
complied with.

         Section 13.05     DEPOSITED  MONEY AND  GOVERNMENT  OBLIGATIONS  TO BE
HELD IN TRUST.  Subject  to the  provisions  of the last  paragraph  of Section
10.04, all money and Government  Obligations  (including the proceeds  thereof)
deposited  with the  Trustee (or other  qualifying  trustee,  collectively  for
purposes of this Section  13.05,  the  "TRUSTEE")  pursuant to Section 13.04 in
respect of the Outstanding  Securities of a particular  series shall be held in
trust and applied by the Trustee,  in  accordance  with the  provisions of such
Securities and this Indenture,  to the payment,  either directly or through any
Paying  Agent  (including  the Issuer  acting as its own  Paying  Agent) as the
Trustee may determine, to the Holders of such Securities of all sums due and to
become due thereon in respect of principal (and premium and other  amounts,  if
any) and  interest,  but such money  need not be  segregated  from other  funds
except to the extent required by law.

         The Issuer shall pay and indemnify the Trustee against any tax, fee or
other charge  imposed on or assessed  against the U.S.  Government  Obligations
deposited  pursuant to Section 13.04 or the principal and interest  received in
respect  thereof,  other than any such tax, fee or other charge which by law is
for the account of the Holders of the Outstanding Securities of such series.

         Anything in this Article to the contrary notwithstanding,  the Trustee
shall  deliver or pay to the Issuer from time to time upon  Issuer  Request any
money or  Government  Obligations  held by it as provided in Section 13.04 with
respect to  Securities  of any series  which,  in the  opinion of a  nationally
recognized  firm of  independent  public  accountants  expressed  in a  written
certification  thereof  delivered to the  Trustee,  are in excess of the amount
thereof  which would then be required to be deposited for the purpose for which
such money or Government Obligations were deposited.

         Section 13.06     REINSTATEMENT. If the Trustee or the Paying Agent is
unable to apply any money or U.S. Government  Obligations,  as the case may be,
in accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application,  including,  without limitation, any
prohibition  imposed  as a result  of any  applicable  bankruptcy,  insolvency,
reorganization or similar laws affecting  creditors' rights generally under any
applicable United States federal or State laws, then the obligations under this
Indenture  and such  Securities  from which the Issuer has been  discharged  or
released  pursuant to Section 13.02 or 13.03 shall be revived and reinstated as
though no deposit had  occurred  pursuant to this  Article with respect to such
Securities,  until such time as the  Trustee or Paying  Agent is  permitted  to
apply all money or U.S.  Government  Obligations,  as the case may be,  held in
trust  pursuant to Section 13.05 with respect to such  Securities in accordance
with this Article;  PROVIDED,  HOWEVER, that if the Issuer makes any payment of
principal of or any  premium,  other  amounts,  if any, or interest on any such
Security following such reinstatement of its obligations, the Issuer

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shall be subrogated to the rights (if any) of the Holders of such Securities to
receive such payment from the money or U.S. Government Obligations, as the case
may be, so held in trust.

                                  ARTICLE 14

                       MEETINGS OF HOLDERS OF SECURITIES

         Section 14.01     PURPOSES FOR WHICH MEETINGS MAY BE CALLED. A meeting
of Holders of one or more  series of  Securities  may be called at any time and
from time to time  pursuant to this Article to make,  give or take any request,
demand,  authorization,  direction,  notice,  consent,  waiver or other  action
provided by this Indenture to be made,  given or taken by Holders of Securities
of such series.

         Section 14.02     CALL, NOTICE AND PLACE OF MEETINGS.

         (a)      The  Trustee  may at any time call a meeting  of  Holders  of
Securities of any series for any purpose specified in Section 14.01, to be held
at such time and at such place in New York, New York, in Calgary, Alberta or in
London,  England as the Trustee  shall  determine.  Notice of every  meeting of
Holders of one or more  series of  Securities,  setting  forth the time and the
place of such meeting and in general  terms the action  proposed to be taken at
such meeting,  shall be given,  in the manner provided for in Section 1.06, not
less than 21 nor more than 180 days prior to the date fixed for the meeting.

         (b)      In  case  at  any  time  the  Issuer,  pursuant  to  a  Board
Resolution,  or  the  Holders  of at  least  10%  in  principal  amount  of the
Outstanding Securities of any series shall have requested the Trustee to call a
meeting of the Holders of Securities  of such series for any purpose  specified
in Section 14.01,  by written  request  setting forth in reasonable  detail the
action proposed to be taken at the meeting, and the Trustee shall not have made
the first  publication  of the  notice  of such  meeting  within 21 days  after
receipt of such request or shall not thereafter proceed to cause the meeting to
be held as provided  herein,  then the Issuer or the Holders of  Securities  of
such series in the amount above  specified,  as the case may be, may  determine
the time and the place in New York, New York in Calgary,  Alberta or in London,
England for such meeting and may call such meeting for such  purposes by giving
notice thereof as provided in paragraph (a) of this Section.

         Section 14.03     PERSONS ENTITLED TO VOTE AT MEETINGS. To be entitled
to vote at any meeting of Holders of Securities  of any series,  a Person shall
be (1) a Holder of one or more Outstanding  Securities of such series, or (2) a
Person  appointed by an  instrument in writing as proxy for a Holder or Holders
of one or more Outstanding Securities of such series by such Holder of Holders.
The only Persons who shall be entitled to be present or to speak at any meeting
of Holders of Securities of any series shall be the Person  entitled to vote at
such  meeting and their  counsel,  any  representatives  of the Trustee and its
counsel and any representatives of the Issuer and its counsel.

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         Section 14.04     QUORUM;  ACTION.  The  Persons  entitled  to  vote a
majority in principal  amount of the  Outstanding  Securities of a series shall
constitute  a quorum for a meeting of Holders  of  Securities  of such  series;
PROVIDED,  HOWEVER,  that,  if any action is to be taken at such  meeting  with
respect to a consent or waiver which this Indenture  expressly  provides may be
given by the  Holders  of not less than a  specified  percentage  in  principal
amount of the Outstanding  Securities of a series, the Persons entitled to vote
such specified percentage in principal amount of the Outstanding  Securities of
such series  shall  constitute a quorum.  In the absence of a quorum  within 30
minutes of the time  appointed  for any such  meeting,  the meeting  shall,  if
convened at the request of Holders of Securities of such series,  be dissolved.
In any other case the meeting may be adjourned for a period of not less than 10
days as determined by the chairman of the meeting prior to the  adjournment  of
such meeting.  In the absence of a quorum at any such adjourned  meeting,  such
adjourned  meeting  may be further  adjourned  for a period of not less than 10
days as determined by the chairman of the meeting prior to the  adjournment  of
such adjourned  meeting.  Notice of the  reconvening  of any adjourned  meeting
shall be given as provided in Section 14.02(a), except that such notice need be
given only once not less than five days prior to the date on which the  meeting
is scheduled  to be  reconvened.  Notice of the  reconvening  of any  adjourned
meeting  shall  state  expressly  the  percentage,  as provided  above,  of the
principal  amount of the  Outstanding  Securities  of such  series  which shall
constitute a quorum.

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

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

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

         Notwithstanding the foregoing provisions of this Section 14.04, if any
action is to be taken at a meeting of Holders of  Securities of any series with
respect to

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any request, demand, authorization, direction, notice, consent, waiver or other
action that this Indenture  expressly  provides may be made,  given or taken by
the Holders of a specified  percentage in principal  amount of all  Outstanding
Securities  affected thereby,  or of the Holders of such series and one or more
additional series:

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

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

         Section 14.05     DETERMINATION   OF  VOTING   RIGHTS;   CONDUCT   AND
ADJOURNMENT OF MEETINGS.

         (a)      Notwithstanding any provision of this Indenture,  the Trustee
may make such  reasonable  regulations as it may deem advisable for any meeting
of  Holders  of  Securities  of a series in regard to proof of the  holding  of
Securities  of such series and of the  appointment  of proxies and in regard to
the  appointment  and  duties  of  inspectors  of  votes,  the  submission  and
examination of proxies,  certificates  and other evidence of the right to vote,
and such other matters  concerning  the conduct of the meeting as it shall deem
appropriate. Except as otherwise permitted or required by any such regulations,
the holding of  Securities  shall be proved in the manner  specified in Section
1.04 and the  appointment of any proxy shall be proved in the manner  specified
in Section 1.04 or by having the  signature of the person  executing  the proxy
witnessed or guaranteed by any trust corporation,  bank or banker authorized by
Section  1.04 to certify to the  holding of  Securities  in bearer  form.  Such
regulations may provide that written instruments appointing proxies, regular on
their face,  may be presumed valid and genuine  without the proof  specified in
Section 1.04 or other proof.

         (b)      The Trustee  shall,  by an  instrument  in writing  appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Issuer or by Holders of  Securities  as  provided in Section  14.02(b),  in
which case the Issuer or the Holders of  Securities  of the series  calling the
meeting, as the case may be, shall in like manner appoint a temporary chairman.
A permanent chairman and a permanent  secretary of the meeting shall be elected
by vote of the Persons  entitled to vote a majority in principal  amount of the
Outstanding Securities of such series represented at the meeting.

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

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         (d)      Any  meeting  of  Holders of  Securities  of any series  duly
called  pursuant to Section 14.02 at which a quorum is present may be adjourned
from time to time by Persons entitled to vote a majority in principal amount of
the Outstanding  Securities of such series represented at the meeting;  and the
meeting may be held as so adjourned without further notice.

         Section 14.06     COUNTING VOTES AND RECORDING ACTION OF MEETINGS. The
vote upon any  resolution  submitted to any meeting of Holders of Securities of
any  series  shall be by  written  ballots  on which  shall be  subscribed  the
signatures   of  the  Holders  of   Securities  of  such  series  or  of  their
representatives by proxy and the principal amounts and serial numbers,  if any,
of the  Outstanding  Securities of such series held or represented by them. The
permanent  chairman of the meeting  shall  appoint two  inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the  secretary of the meeting their  verified  written
reports in duplicate of all votes cast at the  meeting.  A record,  at least in
duplicate,  of the  proceedings of each meeting of Holders of Securities of any
series  shall be  prepared by the  secretary  of the meeting and there shall be
attached to said record the original  reports of the inspectors of votes on any
vote by ballot  taken  thereat and  affidavits  by one or more  persons  having
knowledge  of the facts  setting  forth a copy of the notice of the meeting and
showing  that said  notice  was given as  provided  in Section  14.02  and,  if
applicable,  Section  14.04.  Each copy  shall be signed  and  verified  by the
affidavits of the permanent  chairman and secretary of the meeting and one such
copy  shall be  delivered  to the  Issuer,  and  another  to the  Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting.  Any record so signed and verified shall be conclusive evidence
of the matters therein stated.


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

                                NEXEN INC.


                                By:  /s/ Marvin F. Romanow
                                     ------------------------------------------
                                     Name:   Marvin F. Romanow
                                     Title:  Executive Vice President and Chief
                                     Financial Officer



                                DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                AS TRUSTEE

                                By:  DEUTSCHE BANK NATIONAL TRUST COMPANY


                                     By: /s/ Yana Kalachikova
                                         --------------------------------------
                                         Name:   Yana Kalachikova
                                         Title:  Assistant Vice President



                                     By: /s/ Rodney Gaughan
                                         --------------------------------------
                                         Name:   Rodney Gaughan
                                         Title:  Vice President







<PAGE>


                                  SCHEDULE A

To the Senior Debt  Indenture  dated as of May __, 2007 made between Nexen Inc.
and Deutsche Bank Trust Company Americas, as Trustee.


                                  DESIGNATION

Pursuant to a Senior Debt Indenture dated as of May __, 2007 made between Nexen
Inc. (the  "Issuer") and Deutsche Bank Trust Company  Americas,  as amended and
supplemented  from  time to time,  the  Issuer  hereby  designates  each of the
following  as a  "Restricted  Subsidiary"  pursuant  to  paragraph  (ii) of the
definition thereof:

[LIST ALL RESTRICTED  SUBSIDIARIES TO BE DESIGNATED  PURSUANT TO PARAGRAPH (ii)
OF THE DEFINITION OF RESTRICTED SUBSIDIARY]

DATED effective this o day of o, o.



                                               NEXEN INC.


                                               Per:
                                                    --------------------------


                                               Per:
                                                    --------------------------