Exhibit 4.4

	

	 
	 
	CHARLES RIVER
          LABORATORIES INTERNATIONAL, INC. 
	 
	as the Company
	 
	and
	 
	JPMORGAN CHASE
          BANK, N.A.
	 
	as Trustee
	 
	 
	 
	

    
	 
	Senior Indenture
	 
	Dated as of __,
          20__
	 
	

	 
	 
	

    

















 

	TABLE OF CONTENTS
	





		 		 	PAGE 
	 	 	ARTICLE 1	 	 
	 	 	DEFINITIONS
        AND INCORPORATION
        BY REFERENCE 	 	 
	 	 	 	 	 
	Section 1.01. 	 	Definitions 	 	1 
	Section 1.02. 	 	Other Definitions 	 	7 
	Section 1.03. 	 	Incorporation by
          Reference of Trust Indenture Act 	 	8 
	Section 1.04. 	 	Rules of Construction 	 	8 
	 	 	 	 	 
	 	 	ARTICLE 2	 	 
	 	 	THE SECURITIES	 	 
	 	 	 	 	 
	Section 2.01. 	 	Form and Dating 	 	9 
	Section 2.02. 	 	Execution And Authentication 	 	9 
	Section 2.03. 	 	Amount Unlimited;
          Issuable in Series 	 	11 
	Section 2.04. 	 	Denomination and
          Date of Securities; Payments of Interest 	 	14 
	Section 2.05. 	 	Registrar and Paying
          Agent; Agents Generally 	 	15 
	Section 2.06. 	 	Paying Agent to Hold
          Money in Trust 	 	15 
	Section 2.07. 	 	Transfer and Exchange 	 	16 
	Section 2.08. 	 	Replacement Securities 	 	19 
	Section 2.09. 	 	Outstanding Securities 	 	20 
	Section 2.10. 	 	Temporary Securities 	 	21 
	Section 2.11. 	 	Cancellation 	 	22 
	Section 2.12. 	 	CUSIP Numbers 	 	22 
	Section 2.13. 	 	Defaulted Interest 	 	22 
	Section 2.14. 	 	Series May Include
          Tranches 	 	22 
	 	 	 	 	 
	 	 	ARTICLE 3	 	 
	 	 	REDEMPTION	 	 
	Section 3.01. 	 	Applicability of
          Article 	 	23 
	Section 3.02. 	 	Notice of Redemption;
          Partial Redemptions 	 	23 
	Section
        3.03. 	 	Payment Of Securities
          Called For Redemption 	 	25 
	Section 3.04. 	 	Exclusion of Certain
          Securities from Eligibility for Selection for
          Redemption	 	26
	Section
        3.05.	 	Mandatory and Optional Sinking
          Funds	 	26
	 	 	 	 	 
	 	 	ARTICLE 4	 	 
	 	 	COVENANTS	 	 
	 	 	 	 	 
	Section 4.01.	 	Payment of Securities	 	29




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	Section 4.02. 	 	Maintenance of Office
          or Agency 	 	30 
	Section 4.03. 	 	Securityholders’ Lists 	 	31 
	Section 4.04. 	 	Certificate to Trustee 	 	31 
	Section 4.05. 	 	Reports by the Company 	 	31 
	Section 4.06. 	 	Additional Amounts 	 	32 
	 	 	 	 	 
	 	 	ARTICLE 5	 	 
	 	 	SUCCESSOR CORPORATION	 	 
	 	 	 	 	 
	Section 5.01. 	 	When Company May
          Merge, Etc	 	32 
	Section 5.02. 	 	Successor Substituted 	 	33 
	 	 	 	 	 
	 	 	ARTICLE 6	 	 
	 	 	DEFAULT
        AND REMEDIES	 	 
	 	 	 	 	 
	Section 6.01. 	 	Events of Default	 	33 
	Section 6.02. 	 	Acceleration 	 	34 
	Section 6.03. 	 	Other Remedies 	 	36 
	Section 6.04. 	 	Waiver of Past Defaults 	 	36 
	Section 6.05. 	 	Control by Majority 	 	36 
	Section 6.06. 	 	Limitation on Suits 	 	36 
	Section 6.07. 	 	Rights of Holders
          to Receive Payment 	 	37 
	Section 6.08. 	 	Collection Suit by
          Trustee 	 	37 
	Section 6.09. 	 	Trustee May File
          Proofs of Claim 	 	38 
	Section 6.10. 	 	Application of Proceeds 	 	38 
	Section 6.11. 	 	Restoration of Rights
          and Remedies 	 	39 
	Section 6.12. 	 	Undertaking for Costs 	 	39 
	Section 6.13. 	 	Rights and Remedies
          Cumulative 	 	40 
	Section 6.14. 	 	Delay or Omission
          not Waiver 	 	40 




	 	 	ARTICLE 7	 	 
	 	 	TRUSTEE	 	 
	 	 	 	 	 
	Section 7.01. 	 	General	 	40 
	Section 7.02. 	 	Certain Rights of
          Trustee 	 	40 
	Section 7.03. 	 	Individual Rights
          of Trustee 	 	42 
	Section 7.04. 	 	Trustee's Disclaimer 	 	43 
	Section 7.05. 	 	Notice of Default 	 	43 
	Section 7.06. 	 	Reports by Trustee
          to Holders 	 	43 
	Section 7.07. 	 	Compensation and
          Indemnity 	 	44 
	Section 7.08. 	 	Replacement of Trustee 	 	44 
	Section 7.09. 	 	Acceptance of Appointment
          by Successor 	 	45 
	Section 7.10. 	 	Successor Trustee
          By Merger, Etc 	 	47 
	Section 7.11. 	 	Eligibility 	 	47 
	Section 7.12. 	 	Money Held in Trust 	 	47 




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	 	 	ARTICLE 8
	 	 
	 	 	SATISFACTION
        AND DISCHARGE
        OF INDENTURE;  UNCLAIMED MONEYS	 	 
	 	 	 	 	 
	Section 8.01. 	 	Satisfaction and
          Discharge of Indenture 	 	47 
	Section 8.02. 	 	Application by Trustee
          of Funds Deposited for Payment of Securities 	 	48
	Section 8.03. 	 	Repayment of Moneys
          Held by Paying Agent 	 	48 
	Section 8.04. 	 	Return of Moneys
          Held by Trustee and Paying Agent 	 	
	 	 	Unclaimed for Two
          Years 	 	49 
	Section 8.05. 	 	Defeasance and Discharge
          of Indenture 	 	49 
	Section 8.06. 	 	Defeasance of Certain
          Obligations 	 	51 
	Section 8.07. 	 	Reinstatement 	 	52 
	Section 8.08. 	 	Indemnity 	 	52 
	Section 8.09. 	 	Excess Funds 	 	53 
	Section 8.10. 	 	Qualifying Trustee 	 	53 
	 	 	ARTICLE 9	 	 
	 	 	AMENDMENTS,
        SUPPLEMENTS AND WAIVERS 	 	 
	Section 9.01. 	 	Without Consent of
          Holders 	 	53 
	Section 9.02. 	 	With Consent of Holders 	 	54 
	Section 9.03. 	 	Revocation and Effect
          of Consent 	 	55 
	Section 9.04. 	 	Notation on or Exchange
          of Securities 	 	56 
	Section 9.05. 	 	Trustee to Sign Amendments,
          Etc 	 	56 
	Section 9.06. 	 	Conformity with Trust
          Indenture Act 	 	56 
	 	 	ARTICLE 10	 	 
	 	 	MISCELLANEOUS	 	 
	Section 10.01. 	 	 Trust Indenture
          Act of 1939 	 	56 
	Section 10.02. 	 	 Notices 	 	57 
	Section 10.03. 	 	 Certificate
          and Opinion as to Conditions Precedent 	 	58 
	Section 10.04. 	 	 Statements
          Required in Certificate or Opinion 	 	58 
	Section 10.05. 	 	 Evidence of
          Ownership 	 	59 
	Section 10.06. 	 	 Rules by Trustee,
          Paying Agent or Registrar 	 	59 
	Section 10.07. 	 	 Payment Date
          Other Than a Business Day 	 	60 
	Section 10.08. 	 	 Governing Law 	 	60 
	Section 10.09. 	 	 No Adverse
          Interpretation of Other Agreements 	 	60 
	Section 10.10. 	 	 Successors 	 	60 
	Section 10.11. 	 	 Duplicate Originals 	 	60 
	Section 10.12. 	 	 Separability 	 	60 
	Section 10.13. 	 	 Table of Contents,
          Headings, Etc 	 	60 
	Section 10.14. 	 	 Incorporators,
          Stockholders, Officers and Directors of Company
          Exempt from Individual Liability 	 	60




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	Section 10.15. 	 	Judgment Currency 	 	61 




 SIGNATURES 

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      SENIOR INDENTURE,
    dated as of______ __, 200__, between Charles River Laboratories International,
    Inc., a Delaware corporation, as the Company, and JPMORGAN CHASE BANK, N.A.,
    a national banking association, as Trustee. 

RECITALS OF THE COMPANY

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

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

NOW, THEREFORE:
      In consideration
    of the premises and the purchases of the Securities by the holders thereof,
    the Company and the Trustee mutually covenant and agree for the equal and
    proportionate benefit of the respective holders from time to time of the
    Securities or of any and all series thereof and of the coupons, if any, appertaining
    thereto as follows: 

 ARTICLE 1

   DEFINITIONS
  AND INCORPORATION
  BY REFERENCE

Section 1.01.
Definitions.
      “Affiliate” of
    any Person means any other Person directly or indirectly controlling or controlled
    by or under direct or indirect common control with such Person. For the purposes
    of this definition, “control” (including, with correlative meanings,
    the terms “controlling”, “controlled by” and “under
    common control with”) when used with respect to any Person means the
    possession, directly or indirectly, of the power to direct or cause the direction
    of the management and policies of such Person, whether through the ownership
    of voting securities, by contract or otherwise. 

      “Agent” means
    any Registrar, Paying Agent, transfer agent or Authenticating Agent. 














      “Authorized
      Newspaper” means a newspaper
      (which, in the case of The City of New York, will, if practicable, be The
      Wall Street Journal (Eastern Edition) and in the case of London, will,
      if practicable, be the Financial Times (London Edition) and published in
      an official language of the country of publication customarily published
      at least once a day for at least five days in each calendar week and of
      general circulation in The City of New York or London, as applicable. If
      it shall be impractical in the opinion of the Trustee to make any publication
      of any notice required hereby in an Authorized Newspaper, any publication
      or other notice in lieu thereof which is made or given with the approval
      of the Trustee shall constitute a sufficient publication of such notice.

      “Board
      Resolution” means one or more
      resolutions of the board of directors of the Company or any authorized
      committee thereof, certified by the secretary or an assistant secretary
      to have been duly adopted and to be in full force and effect on the date
      of certification, and delivered to the Trustee. 

      “Business
      Day” means any day, other than
      a Saturday or Sunday, that is neither a legal holiday nor a day on which
      banking institutions are authorized or required by law or regulation to
      close in The City of New York, with respect to any Security the interest
      on which is based on the offered quotations in the interbank Eurodollar
      market for dollar deposits in London, or with respect to Securities denominated
      in a specified currency other than United States dollars, in the principal
      financial center of the country of the specified currency. 

      “Capital
      Lease” means, with respect
      to any Person, any lease of any property which, in conformity with GAAP,
      is required to be capitalized on the balance sheet of such Person. 

       “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. 

      “Company” means
    the party named as such in the first paragraph of this Indenture until a
    successor replaces it pursuant to Article 5 of this Indenture and thereafter
    means the successor. 

      “Corporate
      Trust Office” means the office
      of the Trustee at which the corporate trust business of the Trustee shall,
      at any particular time, be administered, which office is, at the date of
      this Indenture, located at 227 West Monroe Street, Suite 2600, Chicago,
      Illinois 60606 Attention: Worldwide Securities Services. 

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      “Currency
      Agreement” means, with respect
      to any Person, any foreign exchange contract, currency swap agreement or
      other similar agreement or arrangement designed to protect such Person
      or any of its Subsidiaries against fluctuations in currency values to or
      under which such Person or any of its Subsidiaries is a party or a beneficiary
      on the date hereof or becomes a party or a beneficiary thereafter. 

      “Debt” means,
    with respect to any Person at any date of determination (without duplication),
    (i) all indebtedness of such Person for borrowed money, (ii) all obligations
    of such Person evidenced by bonds, debentures, notes or other similar instruments,
    (iii) all obligations of such Person in respect of letters of credit or bankers’ acceptance
    or other similar instruments (or reimbursement obligations with respect thereto),
    (iv) all obligations of such Person to pay the deferred purchase price of
    property or services, except Trade Payables, (v) all obligations of such
    Person as lessee under Capital Leases, (vi) all Debt of others secured by
    a Lien on any asset of such Person, whether or not such Debt is assumed by
    such Person; provided that, for purposes of determining the amount of any
    Debt of the type described in this clause, if recourse with respect to such
    Debt is limited to such asset, the amount of such Debt shall be limited to
    the lesser of the fair market value of such asset or the amount of such Debt,
    (vii) all Debt of others Guaranteed by such Person to the extent such Debt
    is Guaranteed by such Person, (viii) all redeemable stock valued at the greater
    of its voluntary or involuntary liquidation preference plus accrued and unpaid
    dividends and (ix) to the extent not otherwise included in this definition,
    all obligations of such Person under Currency Agreements and Interest Rate
    Agreements. 

      “Default” means
    any event that is, or after notice or passage of time or both would be, an
    Event of Default. 

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

      “Exchange
      Act” means the Securities Exchange
      Act of 1934, as amended.

      “GAAP” means
    generally accepted accounting principles in the U.S. as in effect as of the
    date hereof applied on a basis consistent with the principles, methods, procedures
    and practices employed in the preparation of the Company’s 

 3














 audited financial statements, including, without
    limitation, those set forth in the opinions and pronouncements of the Accounting
    Principles Board of the American Institute of Certified Public Accountants
    and statements and pronouncements of the Financial Accounting Standards Board
    or in such other statements by such other entity as is approved by a significant
    segment of the accounting profession. 

      “Guarantee” means
    any obligation, contingent or otherwise, of any Person directly or indirectly
    guaranteeing any Debt or other obligation of any other Person and, without
    limiting the generality of the foregoing, any obligation, direct or indirect,
    contingent or otherwise, of such Person (i) to purchase or pay (or advance
    or supply funds for the purchase or payment of) such Debt or other obligation
    of such other Person (whether arising by virtue of partnership arrangements,
    or by agreement to keepwell, to purchase assets, goods, securities or services,
    to take-or-pay, or to maintain financial statement conditions or otherwise)
    or (ii) entered into for purposes of assuring in any other manner the obligee
    of such Debt or other obligation of the payment thereof or to protect such
    obligee against loss in respect thereof (in whole or in part); provided that
    the term
  “Guarantee” shall
  not include endorsements for collection or deposit in the ordinary course of
  business. The term “Guarantee” used as a verb has a corresponding meaning. 

      “Holder” or “Securityholder” means
    the registered holder of any Security with respect to Registered Securities
    and the bearer of any Unregistered Security or any coupon appertaining thereto,
    as the case may be. 

      “Indenture” means
    this Indenture as originally executed and delivered or as it may be amended
    or supplemented from time to time by one or more indentures supplemental
    to this Indenture entered into pursuant to the applicable provisions of this
    Indenture and shall include the forms and terms of the Securities of each
    series established as contemplated pursuant to Sections 2.01 and 2.03. 

      “Interest
      Rate Agreement” means, with
      respect to any Person, any interest rate protection agreement, interest
      rate future agreement, interest rate option agreement, interest rate swap
      agreement, interest rate cap agreement, interest rate collar agreement,
      interest rate hedge agreement or other similar agreement or arrangement
      designed to protect such Person or any of its Subsidiaries against fluctuations
      in interest rates to or under which such Person or any of its Subsidiaries
      is a party or a beneficiary on the date hereof or becomes a party or a
      beneficiary thereafter. 

      “Lien” means,
    with respect to any property, any mortgage, lien, pledge, charge, security
    interest or encumbrance of any kind in respect of such property.

 4














 For purposes of this Indenture, the Company shall
    be deemed to own subject to a Lien any property which it has acquired or
    holds subject to the interest of a vendor or lessor under any conditional
    sale agreement, capital lease or other title retention agreement relating
    to such property. 

      “Officer” means,
    with respect to the Company, the chairman of the board of directors, the
    president or chief executive officer, any vice president, the chief financial
    officer, the treasurer or any assistant treasurer, or the secretary or any
    assistant secretary. 

      “Officers’ Certificate” means
    a certificate signed in the name of the Company (i) by the chairman of the
    board of directors, the president or chief executive officer or a vice president
    and (ii) by the chief financial officer, the treasurer or any assistant treasurer,
    or the secretary or any assistant secretary, and delivered to the Trustee.
    Each such certificate shall comply with Section 314 of the Trust Indenture
    Act, if applicable, and include (except as otherwise expressly provided in
    this Indenture) the statements provided in Section 10.04, if applicable.

      “Opinion
      of Counsel” means a written
      opinion signed by legal counsel, who may be an employee of or counsel to
      the Company, satisfactory to the Trustee. Each such opinion shall comply
      with Section 314 of the Trust Indenture Act, if applicable, and include
      the statements provided in Section 10.04, if and to the extent required
      thereby. 

      “original
      issue date” of any Security
      (or portion thereof) means the earlier of (a) the date of authentication
      of such Security or (b) the date of any Security (or portion thereof) for
      which such Security was issued (directly or indirectly) on registration
      of transfer, exchange or substitution. 

      “Original
      Issue Discount Security” means
      any Security that provides for an amount less than the principal amount
      thereof to be due and payable upon a declaration of acceleration of the
      maturity thereof pursuant to Section 6.02. 

      “Periodic
      Offering” means an offering
      of Securities of a series from time to time, the specific terms of which
      Securities, including, without limitation, the rate or rates of interest,
      if any, thereon, the stated maturity or maturities thereof and the redemption
      provisions, if any, with respect thereto, are to be determined by the Company
      or its agents upon the issuance of such Securities. 

      “Person” means
    an individual, a corporation, a partnership, a limited liability company,
    an association, a trust or any other entity or organization, including a
    government or political subdivision or an agency or instrumentality thereof. 

 5














      “Principal” of
    a Security means the principal amount of, and, unless the context indicates
    otherwise, includes any premium payable on, the Security. 

      “Registered
      Global Security” means a Security
      evidencing all or a part of a series of Registered Securities, issued to
      the Depositary for such series in accordance with Section 2.02, and bearing
      the legend prescribed in Section 2.02. 

      “Registered
      Security” means any Security
      registered on the Security Register (as defined in Section 2.05) . 

      “Responsible
      Officer” when used with respect
      to the Trustee, shall mean an officer of the Trustee in the Corporate Trust
      Office, having direct responsibility for the administration of this Indenture,
      and also, with respect to a particular matter, any other officer to whom
      such matter is referred because of such officer’s knowledge of and
      familiarity with the particular subject. 

      “Securities” means
    any of the securities, as defined in the first paragraph of the recitals
    hereof, that are authenticated and delivered under this Indenture and, unless
    the context indicates otherwise, shall include any coupon appertaining thereto. 

      “Securities
      Act” means the Securities Act
      of 1933, as amended. 

      “Subsidiary” means,
    with respect to any Person, any corporation, association or other business
    entity of which a majority of the capital stock or other ownership interests
    having ordinary voting power to elect a majority of the board of directors
    or other persons performing similar functions are at the time directly or
    indirectly owned by such Person. 

      “Trade
      Payables” means, with respect
      to any Person, any accounts payable or any other indebtedness or monetary
      obligation to trade creditors created, assumed or Guaranteed by such Person
      or any of its Subsidiaries arising in the ordinary course of business in
      connection with the acquisition of goods or services. 

      “Trustee” means
    the party named as such in the first paragraph of this Indenture until a
    successor replaces it in accordance with the provisions of Article 7 and
    thereafter shall mean or include each Person who is then a Trustee hereunder,
    and if at any time there is more than one such Person, “Trustee” as
    used with respect to the Securities of any series shall mean the Trustee
    with respect to Securities of that series. 

      “Trust
      Indenture Act” means the Trust
      Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb),
      as it may be amended from time to time. 

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      “Unregistered
      Security” means any Security
      other than a Registered Security. 

      “U.S.
      Government Obligations” means
      securities that 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 an agency or instrumentality of the United States of America the payment
      of which is unconditionally guaranteed as a full faith and credit obligation
      by the United States of America, and shall also include a depository receipt
      issued by a bank or trust company as custodian with respect to any such
      U.S. Government Obligation or a specific payment of interest on or principal
      of any such U.S. Government Obligation held by such custodian for the account
      of the holder of a depository receipt; provided that (except as required
      by law) such custodian is not authorized to make any deduction from the
      amount payable to the holder of such depository receipt from any amount
      received by the custodian in respect of the U.S. Government Obligation
      or the specific payment of interest on or principal of the U.S. Government
      Obligation evidenced by such depository receipt. 

      “Yield
      to Maturity” means, as the
      context may require, the yield to maturity (i) on a series of Securities
      or (ii) if the Securities of a series are issuable from time to time, on
      a Security of such series, calculated at the time of issuance of such series
      in the case of clause (i) or at the time of issuance of such Security of
      such series in the case of clause (ii), or, if applicable, at the most
      recent redetermination of interest on such series or on such Security,
      and calculated in accordance with the constant interest method or such
      other accepted financial practice as is specified in the terms of such
      Security. 

      Section 1.02.
      Other Definitions. Each of the following
      terms is defined in the section set forth opposite such term: 

	 	Term 	 	Section 	
	 	 	 	 	
	 	Authenticating Agent 	 	2.02 	
	 	Cash Transaction 	 	7.03 	
	 	Dollars 	 	4.02 	
	 	Event of Default 	 	6.01 	
	 	Judgment Currency 	 	10.15 	(a) 
	 	mandatory sinking fund
        payment 	 	3.05 	
	 	optional sinking fund
        payment 	 	3.05 	
	 	Paying Agent 	 	2.05 	
	 	record date 	 	2.04 	
	 	Registrar 	 	2.05 	
	 	Required Currency 	 	10.15 	(a) 
	 	Security Register 	 	2.05 	




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	 	self-liquidating paper 	 	7.03 	 
	 	sinking fund payment
        date 	 	3.05 	 
	 	tranche 	 	2.14 	 




      Section 1.03.
      Incorporation by Reference of Trust Indenture Act. Whenever
      this Indenture refers to a provision of the Trust Indenture Act, the provision
      is incorporated by reference in and made a part of this Indenture. The
      following terms used in this Indenture that are defined by the Trust Indenture
      Act have the following meanings: 

      “indenture
      securities” means the Securities; 

      “indenture
      security holder” means a Holder
      or a Securityholder;

      “indenture
      to be qualified”
  means this Indenture; 

     “indenture
      trustee” or “institutional
      trustee” means the Trustee;
      and 

      “obligor” on
    the indenture securities means the Company or any other obligor on the Securities. 

      All other terms
    used in this Indenture that are defined by the Trust Indenture Act, defined
    by reference in the Trust Indenture Act to another statute or defined by
    a rule of the Commission and not otherwise defined herein have the meanings
    assigned to them therein. 

      Section 1.04.
      Rules of Construction. Unless the
      context otherwise requires: 

      (a) an
    accounting term not otherwise defined has the meaning assigned to it in accordance
    with GAAP; 

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

      (c) “herein,” “hereof” and
    other words of similar import refer to this Indenture as a whole and not
    to any particular Article, Section or other subdivision; 

      (d) all
    references to Sections or Articles refer to Sections or Articles of this
    Indenture unless otherwise indicated; and 

      (e) use
    of masculine, feminine or neuter pronouns should not be deemed a limitation,
    and the use of any such pronouns should be construed to include, where appropriate,
    the other pronouns. 

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  ARTICLE 2

  THE SECURITIES

      Section 2.01.
      Form and Dating. The Securities
      of each series shall be substantially in such form or forms (not inconsistent
      with this Indenture) as shall be established by or pursuant to one or more
      Board Resolutions or in one or more indentures supplemental hereto, in
      each case with such appropriate insertions, omissions, substitutions and
      other variations as are required or permitted by this Indenture and may
      have imprinted or otherwise reproduced thereon such legend or legends or
      endorsements, not inconsistent with the provisions of this Indenture, as
      may be required to comply with any law, or with any rules of any securities
      exchange or usage, all as may be determined by the officers executing such
      Securities as evidenced by their execution of the Securities. Unless otherwise
      so established, Unregistered Securities shall have coupons attached. 

      Section 2.02.
      Execution And Authentication. Two
      Officers shall execute the Securities and one Officer shall execute the
      coupons appertaining thereto for the Company by facsimile or manual signature
      in the name and on behalf of the Company. The seal of the Company, if any,
      shall be reproduced on the Securities. If an Officer whose signature is
      on a Security or coupon appertaining thereto no longer holds that office
      at the time the Security is authenticated, the Security and such coupon
      shall nevertheless be valid.

      The Trustee, at
    the expense of the Company, may appoint an authenticating agent (the “Authenticating
    Agent”) to authenticate Securities.
    The Authenticating Agent may authenticate Securities whenever the Trustee
    may do so. Each reference in this Indenture to authentication by the Trustee
    includes authentication by such Authenticating Agent. 

      A Security and
    the coupons appertaining thereto shall not be valid until the Trustee or
    Authenticating Agent manually signs the certificate of authentication on
    the Security or on the Security to which such coupon appertains by an authorized
    officer. The signature shall be conclusive evidence that the Security or
    the Security to which the coupon appertains has been authenticated under
    this Indenture. 

      At any time and
    from time to time after the execution and delivery of this Indenture, the
    Company may deliver Securities of any series having attached thereto appropriate
    coupons, if any, executed by the Company to the Trustee for authentication
    together with the applicable documents referred to below in this Section,
    and the Trustee shall thereupon authenticate and deliver such Securities
    to or upon the written order of the Company. In authenticating any Securities
    of a series, the Trustee shall be entitled to receive prior to the authentication
    of any 

 9














 Securities of such series, and (subject to Article
    7) shall be fully protected in relying upon, unless and until such documents
    have been superseded or revoked:


        (a) any
      Board Resolution and/or executed supplemental indenture referred to in
      Sections 2.01 and 2.03 by or pursuant to which the forms and terms of the
      Securities of that series were established; 

        (b) an
      Officers’ Certificate setting forth the form or forms and terms of
      the Securities, stating that the form or forms and terms of the Securities
      of such series have been, or, in the case of a Periodic Offering, will
      be when established in accordance with such procedures as shall be referred
      to therein, established in compliance with this Indenture; and

        (c) an
      Opinion of Counsel substantially to the effect that the form or forms and
      terms of the Securities of such series have been, or, in the case of a
      Periodic Offering, will be when established in accordance with such procedures
      as shall be referred to therein, established in compliance with this Indenture
      and that the supplemental indenture, to the extent applicable, and Securities
      have been duly authorized and, if executed and authenticated in accordance
      with the provisions of the Indenture and delivered to and duly paid for
      by the purchasers thereof on the date of such opinion, would be entitled
      to the benefits of the Indenture and would be valid and binding obligations
      of the Company, enforceable against the Company in accordance with their
      respective terms, subject to bankruptcy, insolvency, reorganization, receivership,
      moratorium and other similar laws affecting creditors’ rights generally,
      general principles of equity, and covering such other matters as shall
      be specified therein and as shall be reasonably requested by the Trustee. 



      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. 

      Notwithstanding
    the provisions of Sections 2.01 and 2.02, if, in connection with a Periodic
    Offering, all Securities of a series are not to be originally issued at one
    time, it shall not be necessary to deliver the Board Resolution otherwise
    required pursuant to Section 2.01 or the written order, Officers’ Certificate
    and Opinion of Counsel otherwise required pursuant to Section 2.02 at or
    prior to the 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. 

      With respect to
    Securities of a series offered in a Periodic Offering, the Trustee may rely,
    as to the authorization by the Company of any of such 

 10














 Securities, the forms and terms thereof and the
    legality, validity, binding effect and enforceability thereof, upon the Opinion
    of Counsel and the other documents delivered pursuant to Sections 2.01 and
    2.02, as applicable, in connection with the first authentication of Securities
    of such series. 

      If the Company
    shall establish pursuant to Section 2.03 that the Securities of a series
    or a portion thereof are to be issued in the form of one or more Registered
    Global Securities, then the Company shall execute and the Trustee shall authenticate
    and deliver one or more Registered Global Securities that (i) shall represent
    and shall be denominated in an amount equal to the aggregate principal amount
    of all of the Securities of such series issued in such form and not yet cancelled,
    (ii) shall be registered in the name of the Depositary for such Registered
    Global Security or Securities or the nominee of such Depositary, (iii) shall
    be delivered by the Trustee to such Depositary or its custodian or pursuant
    to such Depositary’s instructions and (iv) shall bear a legend substantially
    to the following effect: “Unless and until it is exchanged in whole
    or in part for Securities in definitive registered form, this Security may
    not be transferred except as a whole by the Depositary to the 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.”

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

      The Securities
    may be issued in one or more series. There shall be established in or pursuant
    to Board Resolution or one or more indentures supplemental hereto, prior
    to the initial issuance of Securities of any series, subject to the last
    sentence of this Section 2.03,

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

      (b) any
    limit upon the aggregate principal amount of the Securities of the series
    that may be authenticated and delivered under this Indenture and any limitation
    on the ability of the Company to increase such aggregate principal amount
    after the initial issuance of the Securities of that series (except for Securities
    authenticated and delivered upon registration of transfer of, or in exchange
    for, or in lieu of, or upon redemption of, other Securities of the series
    pursuant hereto); 

      (c) the
    date or dates on which the principal of the Securities of the series is payable
    (which date or dates may be fixed or extendible); 

 11














      (d) the
    rate or rates (which may be fixed or variable) per annum at which the Securities
    of the series shall bear interest, if any, the date or dates from which such
    interest shall accrue, on which such interest shall be payable and (in the
    case of Registered Securities) on which a record shall be taken for the determination
    of Holders to whom interest is payable and/or the method by which such rate
    or rates or date or dates shall be determined; 

      (e) if
    other than as provided in Section 4.02, the place or places where the principal
    of and any interest on Securities of the series shall be payable, any Registered
    Securities of the series may be surrendered for exchange, notices, demands
    to or upon the Company in respect of the Securities of the series and this
    Indenture may be served and notice to Holders may be published; 

      (f) the
    right, if any, of the Company to redeem Securities of the series, in whole
    or in part, at its option and the period or periods within which, the price
    or prices at which and any terms and conditions upon which Securities of
    the series may be so redeemed, pursuant to any sinking fund or otherwise; 

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

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

      (i) if
    other than the principal amount thereof, the portion of the principal amount
    of Securities of the series which shall be payable upon declaration of acceleration
    of the maturity thereof; 

      (j) if
    other than the coin or currency in which the Securities of the series are
    denominated, the coin or currency in which payment of the principal of or
    interest on the Securities of the series shall be payable or if the amount
    of payments of principal of and/or interest on the Securities of the series
    may be determined with reference to an index based on a coin or currency
    other than that in which the Securities of the series are denominated, the
    manner in which such amounts shall be determined; 

      (k) if
    other than the currency of the United States of America, the currency or
    currencies, including composite currencies, in which payment of the Principal
    of and interest on the Securities of the series shall be payable, and the
    manner in which any such currencies shall be valued against other currencies
    in which any other Securities shall be payable; 

 12














      (l) whether
    the Securities of the series or any portion thereof will be issuable as Registered
    Securities (and if so, whether such Securities will be issuable as Registered
    Global Securities) or Unregistered Securities (with or without coupons) (and
    if so, whether such Securities will be issued in temporary or permanent global
    form), or any combination of the foregoing, any restrictions applicable to
    the offer, sale or delivery of Unregistered Securities or the payment of
    interest thereon and, if other than as provided herein, the terms upon which
    Unregistered Securities of any series may be exchanged for Registered Securities
    of such series and vice versa;

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

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

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

      (p) provisions,
    if any, for the defeasance of the Securities of the series (including provisions
    permitting defeasance of less than all Securities of the series), which provisions
    may be in addition to, in substitution for, or in modification of (or any
    combination of the foregoing) the provisions of Article 8;

      (q) if
    the Securities of the series are issuable in whole or in part as one or more
    Registered Global Securities or Unregistered Securities in global form, the
    identity of the Depositary or common Depositary for such Registered Global
    Security or Securities or Unregistered Securities in global form; 

      (r) any
    other Events of Default or covenants with respect to the Securities of the
    series; and

      (s) any
    other terms of the Securities of the series (which terms shall not be inconsistent
    with the provisions of this Indenture).

      All Securities
    of any one series and coupons, if any, appertaining thereto shall be substantially
    identical, except in the case of Registered Securities as to date and denomination,
    except in the case of any Periodic Offering and except as 

 13














 may otherwise be provided by or pursuant to the
    Board Resolution referred to above or as set forth in any such indenture
    supplemental hereto. All Securities of any one series need not be issued
    at the same time and may be issued from time to time, consistent with the
    terms of this Indenture, if so provided by or pursuant to such Board Resolution
    or in any such indenture supplemental hereto and any forms and terms of Securities
    to be issued from time to time may be completed and established from time
    to time prior to the issuance thereof by procedures described in such Board
    Resolution or supplemental indenture. 

      Unless otherwise
    expressly provided with respect to a series of Securities, the aggregate
    principal amount of a series of Securities may be increased and additional
    Securities of such series may be issued up to the maximum aggregate principal
    amount authorized with respect to such series as increased. 

 Section 2.04.
      Denomination and Date of Securities; Payments of Interest.

 The Securities of each series shall be issuable
    as Registered Securities or Unregistered Securities in denominations established
    as contemplated by Section 2.03 or, if not so established with respect to
    Securities of any series, in denominations of $1,000 and any integral multiple
    thereof. The Securities of each series shall be numbered, lettered or otherwise
    distinguished in such manner or in accordance with such plan as the Officers
    of the Company executing the same may determine, as evidenced by their execution
    thereof. 

      Unless otherwise
    specified with respect to a series of Securities, each Security shall be
    dated the date of its authentication. The Securities of each series shall
    bear interest, if any, from the date, and such interest and shall be payable
    on the dates, established as contemplated by Section 2.03. 

      The person in whose
    name any Registered Security of any series is registered at the close of
    business on any record date applicable to a particular series with respect
    to any interest payment date for such series shall be entitled to receive
    the interest, if any, payable on such interest payment date notwithstanding
    any transfer or exchange of such Registered Security subsequent to the record
    date and prior to such interest payment date, except if and to the extent
    the Company shall default in the payment of the interest due on such interest
    payment date for such series, in which case the provisions of Section 2.13
    shall apply. The term “record
    date” as used with respect to
    any interest payment date (except a date for payment of defaulted interest)
    for the Securities of any series shall mean the date specified as such in
    the terms of the Registered Securities of such series established as contemplated
    by Section 2.03, or, if no such date is so established, the fifteenth day
    next preceding such interest payment date, whether or not such record date
    is a Business Day. 

 14














      Section 2.05.
      Registrar and Paying Agent; Agents Generally. The
      Company shall maintain an office or agency where Securities may be presented
      for registration, registration of transfer or for exchange (the “Registrar”)
      and an office or agency where Securities may be presented for payment (the
  “Paying Agent”),
  which shall be in the Borough of Manhattan, The City of New York or in Chicago,
  Illinois. The Company shall cause the Registrar to keep a register of the Registered
  Securities and of their registration, transfer and exchange (the “Security
  Register”). The Company may have
  one or more additional Paying Agents or transfer agents with respect to any
  series. 

      The Company shall
    enter into an appropriate agency agreement with any Agent not a party to
    this Indenture. The agreement shall implement the provisions of this Indenture
    and the Trust Indenture Act that relate to such Agent. The Company shall
    give prompt written notice to the Trustee of the name and address of any
    Agent and any change in the name or address of an Agent. If the Company fails
    to maintain a Registrar or Paying Agent, the Trustee shall act as such. The
    Company may remove any Agent upon written notice to such Agent and the Trustee; provided that
    no such removal shall become effective until (i) the acceptance of an appointment
    by a successor Agent to such Agent as evidenced by an appropriate agency
    agreement entered into by the Company and such successor Agent and delivered
    to the Trustee or (ii) notification to the Trustee that the Trustee shall
    serve as such Agent until the appointment of a successor Agent in accordance
    with clause (i) of this proviso. The Company or any affiliate of the Company
    may act as Paying Agent or Registrar; provided that
    neither the Company nor an affiliate of the Company shall act as Paying Agent
    in connection with the defeasance of the Securities or the discharge of this
    Indenture under Article 8. 

      The Company initially
    appoints the Trustee as Registrar, Paying Agent and Authenticating Agent.
    If, at any time, the Trustee is not the Registrar, the Registrar shall make
    available to the Trustee ten days prior to each interest payment date and
    at such other times as the Trustee may reasonably request the names and addresses
    of the Holders as they appear in the Security Register. 

      Section 2.06.
      Paying Agent to Hold Money in Trust. Not
      later than 10:00 a.m. New York City time on each due date or, in the case
      of Unregistered Securities, 10:00 a.m. New York City time on the Business
      Day prior to the due date, of any Principal or interest on any Securities,
      the Company shall deposit with the Paying Agent money in immediately available
      funds sufficient to pay such Principal or interest. The Company shall require
      each Paying Agent other than the Trustee to agree in writing that such
      Paying Agent shall hold in trust for the benefit of the Holders of such
      Securities or the Trustee all money held by the Paying Agent for the payment
      of Principal of and interest on such Securities and shall promptly notify
      the Trustee of any default by the Company in making any 

 15














 such payment. The Company at any time may require
    a Paying Agent to pay all money held by it to the Trustee and account for
    any funds disbursed, and the Trustee may at any time during the continuance
    of any payment default, upon written request to a Paying Agent, require such
    Paying Agent to pay all money held by it to the Trustee and to account for
    any funds disbursed. Upon doing so, the Paying Agent shall have no further
    liability for the money so paid over to the Trustee. If the Company or any
    affiliate of the Company acts as Paying Agent, it will, on or before each
    due date of any Principal of or interest on any Securities, segregate and
    hold in a separate trust fund for the benefit of the Holders thereof a sum
    of money sufficient to pay such Principal or interest so becoming due until
    such sum of money shall be paid to such Holders or otherwise disposed of
    as provided in this Indenture, and will promptly notify the Trustee in writing
    of its action or failure to act as required by this Section. 

      Section 2.07.
      Transfer and Exchange. Unregistered
      Securities (except for any temporary global Unregistered Securities) and
      coupons (except for coupons attached to any temporary global Unregistered
      Securities) shall be transferable by delivery.

      At the option of
    the Holder thereof, Registered Securities of any series (other than a Registered
    Global Security, except as set forth below) may be exchanged for a Registered
    Security or Registered Securities of such series and tenor having authorized
    denominations and an equal aggregate principal amount, upon surrender of
    such Registered Securities to be exchanged at the agency of the Company that
    shall be maintained for such purpose in accordance with Section 2.05 and
    upon payment, if the Company shall so require, of the charges hereinafter
    provided. If the Securities of any series are issued in both registered and
    unregistered form, except as otherwise established pursuant to Section 2.03,
    at the option of the Holder thereof, Unregistered Securities of any series
    may be exchanged for Registered Securities of such series and tenor having
    authorized denominations and an equal aggregate principal amount, upon surrender
    of such Unregistered Securities to be exchanged at the agency of the Company
    that shall be maintained for such purpose in accordance with Section 4.02,
    with, in the case of Unregistered Securities that have coupons attached,
    all unmatured coupons and all matured coupons in default thereto appertaining,
    and upon payment, if the Company shall so require, of the charges hereinafter
    provided. At the option of the Holder thereof, if Unregistered Securities
    of any series, maturity date, interest rate and original issue date are issued
    in more than one authorized denomination, except as otherwise established
    pursuant to Section 2.03, such Unregistered Securities may be exchanged for
    Unregistered Securities of such series and tenor having authorized denominations
    and an equal aggregate principal amount, upon surrender of such Unregistered
    Securities to be exchanged at the agency of the Company that shall be maintained
    for such purpose in accordance with Section 4.02, with, in the case of Unregistered
    Securities that have coupons attached, all 

 16














 unmatured coupons and all matured coupons in
    default thereto appertaining, and upon payment, if the Company shall so require,
    of the charges hereinafter provided. Registered Securities of any series
    may not be exchanged for Unregistered Securities of such series. Whenever
    any Securities are so surrendered for exchange, the Company shall execute,
    and the Trustee shall authenticate and deliver, the Securities which the
    Holder making the exchange is entitled to receive. 

      Upon surrender
    for registration of transfer of any Registered Security of a series at the
    agency of the Company that shall be maintained for that purpose in accordance
    with Section 2.05 and upon payment, if the Company shall so require, of the
    charges hereinafter provided, the Company shall execute, and the Trustee
    shall authenticate and deliver, in the name of the designated transferee
    or transferees, one or more new Registered Securities of the same series,
    of any authorized denominations and of like tenor and aggregate principal
    amount. 

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

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

      Notwithstanding
    any other provision of this Section 2.07, unless and until it is exchanged
    in whole or in part for Securities in definitive registered form, a Registered
    Global Security 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 such nominee to a successor Depositary for such series or a nominee of
    such successor Depositary.

      If at any time
    the Depositary for any Registered Global Securities of any series notifies
    the Company that it is unwilling or unable to continue as Depositary for
    such Registered Global Securities or if at any time the Depositary for such
    Registered Global Securities shall no longer be eligible under applicable
    law, the Company shall appoint a successor Depositary eligible under applicable
    law with respect to such Registered Global Securities. If a successor Depositary
    eligible under applicable law for such Registered Global Securities is not
    appointed by the Company within 90 days after the Company receives such notice
    or becomes aware of such ineligibility, the Company will execute, and the
    Trustee,

 17














 upon receipt of the Company’s order for
    the authentication and delivery of definitive Registered Securities of such
    series and tenor, will authenticate and deliver Registered Securities of
    such series and tenor, in any authorized denominations, in an aggregate principal
    amount equal to the principal amount of such Registered Global Securities,
    in exchange for such Registered Global Securities.

      The Company may
    at any time and in its sole discretion and subject to the procedures of the
    Depositary determine that any Registered Global Securities of any series
    shall no longer be maintained in global form. In such event the Company will
    execute, and the Trustee, upon receipt of the Company’s order for the
    authentication and delivery of definitive Registered Securities of such series
    and tenor, will authenticate and deliver, Registered Securities of such series
    and tenor in any authorized denominations, in an aggregate principal amount
    equal to the principal amount of such Registered Global Securities, in exchange
    for such Registered Global Securities.

      Any time the Registered
    Securities of any series are not in the form of Registered Global Securities
    pursuant to the preceding two paragraphs, the Company agrees to supply the
    Trustee with a reasonable supply of certificated Registered Securities without
    the legend required by Section 2.02 and the Trustee agrees to hold such Registered
    Securities in safekeeping until authenticated and delivered pursuant to the
    terms of this Indenture.

      If established
    by the Company pursuant to Section 2.03 with respect to any Registered Global
    Security, the Depositary for such Registered Global Security may surrender
    such Registered Global Security in exchange in whole or in part for Registered
    Securities of the same series and tenor in definitive registered form on
    such terms as are acceptable to the Company and such Depositary. Thereupon,
    the Company shall execute, and the Trustee shall authenticate and deliver,
    without service charge,


        (a) to
      the Person specified by such Depositary new Registered Securities of the
      same series and tenor, of any authorized denominations as requested by
      such Person, in an aggregate principal amount equal to and in exchange
      for such Person’s beneficial interest in the Registered Global Security;
      and

        (b) to
      such Depositary a new Registered Global Security in a denomination equal
      to the difference, if any, between the principal amount of the surrendered
      Registered Global Security and the aggregate principal amount of Registered
      Securities authenticated and delivered pursuant to clause (a) above.



 18














      Registered Securities
    issued in exchange for a Registered Global Security pursuant to this Section
    2.07 shall be registered in such names and in such authorized denominations
    as the Depositary for such Registered Global Security, pursuant to instructions
    from its direct or indirect participants or otherwise, shall instruct the
    Trustee or an agent of the Company or the Trustee. The Trustee or such agent
    shall deliver such Securities to or as directed by the Persons in whose names
    such Securities are so registered. 

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

      Notwithstanding
    anything herein or in the forms or terms of any Securities to the contrary,
    none of the Company, the Trustee or any agent of the Company or the Trustee
    shall be required to exchange any Unregistered Security for a Registered
    Security if such exchange would result in adverse Federal income tax consequences
    to the Company (such as, for example, the inability of the Company to deduct
    from its income, as computed for Federal income tax purposes, the interest
    payable on the Unregistered Securities) under then applicable United States
    Federal income tax laws. The Trustee and any such agent shall be entitled
    to rely on an Officers’ Certificate or an Opinion of Counsel in determining
    such result.

      The Registrar shall
    not be required (i) to issue, authenticate, register the transfer of or exchange
    Securities of any series for a period of 15 days before a selection of such
    Securities to be redeemed or (ii) to register the transfer of or exchange
    any Security selected for redemption in whole or in part.

      Section 2.08.
      Replacement Securities. If any mutilated
      Security or a Security with a mutilated coupon appertaining to it is surrendered
      to the Trustee, the Company shall execute and the Trustee shall authenticate
      and deliver, in exchange for such mutilated Security or in exchange for
      the Security to which a mutilated coupon appertains, a new Security of
      the same series and of like tenor and principal amount and bearing a number
      not contemporaneously outstanding, with coupons corresponding to the coupons,
      if any, appertaining to such mutilated Security or to the Security to which
      such mutilated coupon appertains. 

      If there shall
    be delivered to the Company and the Trustee (i) evidence to their satisfaction
    of the destruction, loss or theft of any Security or coupon and (ii) such
    security or indemnity as may be required by them to save each of them and
    any agent of any of them harmless, then, in the absence of notice to the
    Company or the Trustee that such Security or coupon has been acquired by
    a bona fide purchaser, the Company shall execute and the Trustee shall authenticate
    and 

 19














 deliver, in lieu of any such destroyed, lost
    or stolen Security or in exchange for the Security to which a destroyed,
    lost or stolen coupon appertains (with all appurtenant coupons not destroyed,
    lost or stolen), a new Security of the same series and of like tenor and
    principal amount and bearing a number not contemporaneously outstanding,
    with coupons corresponding to the coupons, if any, appertaining to such destroyed,
    lost or stolen Security or to the Security to which such destroyed, lost
    or stolen coupon appertains.

      In case any such
    mutilated, destroyed, lost or stolen Security or coupon has become or is
    about to become due and payable, the Company in its discretion may, instead
    of issuing a new Security, pay such Security or coupon (without surrender
    thereof except in the case of a mutilated Security or coupon) if the applicant
    for such payment shall furnish to the Company and the Trustee such security
    or indemnity as may be required by them to save each of them and any agent
    of any of them harmless, and in the case of destruction, loss or theft, evidence
    satisfactory to the Company and the Trustee and any agent of them of the
    destruction, loss or theft of such Security and the ownership thereof; provided,
    however, that the Principal of and
    any interest on Unregistered Securities shall, except as otherwise provided
    in Section 4.02, be payable only at an office or agency located outside the
    United States.

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

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

      Section 2.09.
      Outstanding Securities. Securities
      outstanding at any time are all Securities that have been authenticated
      by the Trustee except for those cancelled by it, those delivered to it
      for cancellation, those described in this 

 20














 Section as not outstanding and those that have
    been defeased pursuant to Section 8.05.

      If a Security is
    replaced pursuant to Section 2.08, it ceases to be outstanding unless and
    until the Trustee and the Company receive proof satisfactory to them that
    the replaced Security is held by a holder in due course. 

      If the Paying Agent
    (other than the Company or an affiliate of the Company) holds on the maturity
    date or any redemption date or date for repurchase of the Securities money
    sufficient to pay Securities payable or to be redeemed or repurchased on
    that date, then on and after that date such Securities cease to be outstanding
    and interest on them shall cease to accrue.

      A Security does
    not cease to be outstanding because the Company or one of its affiliates
    holds such Security, 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, Securities owned by the Company
    or any affiliate of the Company 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 as to which a Responsible Officer of the
    Trustee has received written notice to be so owned shall be so disregarded.
    Any Securities so owned which are pledged by the Company, or by any affiliate
    of the Company, as security for loans or other obligations, otherwise than
    to another such affiliate of the Company, shall be deemed to be outstanding,
    if the pledgee is entitled pursuant to the terms of its pledge agreement
    and is free to exercise in its or his discretion the right to vote such securities,
    uncontrolled by the Company or by any such affiliate. 

      Section 2.10.
      Temporary Securities. Until definitive
      Securities of any series are ready for delivery, the Company may prepare
      and the Trustee shall authenticate temporary Securities of such series.
      Temporary Securities of any series shall be substantially in the form of
      definitive Securities of such series but may have insertions, substitutions,
      omissions and other variations determined to be appropriate by the Officers
      executing the temporary Securities, as evidenced by their execution of
      such temporary Securities. If temporary Securities of any series are issued,
      the Company will cause definitive Securities of such series to be prepared
      without unreasonable delay. After the preparation of definitive 

       Securities of
          any series, the temporary Securities of such series shall be exchangeable
          for definitive Securities of such series and tenor upon surrender of
          such temporary Securities at the office or agency of the Company designated
          for such purpose pursuant to Section 4.02, without charge to the Holder.
          Upon surrender for cancellation of any one or more temporary Securities
          of any series the Company shall execute and the Trustee shall authenticate
          and deliver in 

 21














 exchange therefor a like principal amount of
    definitive Securities of such series and tenor and authorized denominations.
    Until so exchanged, the temporary Securities of any series shall be entitled
    to the same benefits under this Indenture as definitive Securities of such
    series.

      Section 2.11.
      Cancellation. The Company at any
      time may deliver to the Trustee for cancellation any Securities previously
      authenticated and delivered hereunder which the Company may have acquired
      in any manner whatsoever, and may deliver to the Trustee for cancellation
      any Securities previously authenticated hereunder which the Company has
      not issued and sold. The Registrar, any transfer agent and the Paying Agent
      shall forward to the Trustee any Securities surrendered to them for transfer,
      exchange or payment. The Trustee shall cancel and dispose of in accordance
      with its customary procedures all Securities surrendered for transfer,
      exchange, payment or cancellation and shall deliver a certificate of disposition
      to the Company. The Company may not issue new Securities to replace Securities
      it has paid in full or delivered to the Trustee for cancellation.

      Section 2.12.
      CUSIP Numbers. The Company in issuing
      the Securities may use “CUSIP” and “CINS” numbers (if
      then generally in use), and the Trustee shall use CUSIP numbers or CINS
      numbers, as the case may be, in notices of redemption or exchange as a
      convenience to Holders and no representation shall be made as to the correctness
      of such numbers either as printed on the Securities or as contained in
      any notice of redemption or exchange. 

      Section 2.13.
      Defaulted Interest. If the Company
      defaults in a payment of interest on the Registered Securities, it shall
      pay, or shall deposit with the Paying Agent money in immediately available
      funds sufficient to pay, the defaulted interest plus (to the extent lawful)
      any interest payable on the defaulted interest (as may be specified in
      the terms thereof, established pursuant to Section 2.03) to the Persons
      who are Holders on a subsequent special record date, which shall mean the
      15th day next preceding the date fixed by the Company for the payment of
      defaulted interest, whether or not such day is a Business Day. At least
      15 days before such special record date, the Company shall mail to each
      Holder of such Registered Securities and to the Trustee a notice that states
      the special record date, the payment date and the amount of defaulted interest
      to be paid.

      Section
        2.14. Series May Include Tranches. A
        series of Securities may include one or more tranches (each a “tranche”)
        of Securities, including Securities issued in a Periodic Offering. The
        Securities of different tranches may have one or more different terms,
        including authentication dates and public offering prices, but all the
        Securities within each such tranche shall have identical terms, including
        authentication date and public offering price. Notwithstanding any other
        provision of this Indenture, with respect to Sections 2.02 (other than
        the 

 22














 fourth, sixth and seventh paragraphs thereof)
    through 2.04, 2.07, 2.08, 2.10, 3.01 through 3.05, 4.02, 6.01 through 6.14,
    8.01 through 8.07, 9.02 and Section 10.07, if any series of Securities includes
    more than one tranche, all provisions of such sections applicable to any
    series of Securities shall be deemed equally applicable to each tranche of
    any series of Securities in the same manner as though originally designated
    a series unless otherwise provided with respect to such series or tranche
    pursuant to Section 2.03. In particular, and without limiting the scope of
    the next preceding sentence, any of the provisions of such sections which
    provide for or permit action to be taken with respect to a series of Securities
    shall also be deemed to provide for and permit such action to be taken instead
    only with respect to Securities of one or more tranches within that series
    (and such provisions shall be deemed satisfied thereby), even if no comparable
    action is taken with respect to Securities in the remaining tranches of that
    series. 

ARTICLE 3

  REDEMPTION

      Section 3.01.
      Applicability of Article. The provisions
      of this Article shall be applicable to the Securities of any series which
      are redeemable before their maturity or to any sinking fund for the retirement
      of Securities of a series except as otherwise specified as contemplated
      by Section 2.03 for Securities of such series. 

      Section 3.02.
      Notice of Redemption; Partial Redemptions. Notice
      of redemption to the Holders of Registered Securities of any series to
      be redeemed as a whole or in part at the option of the Company shall be
      given by mailing notice of such redemption by first class mail, postage
      prepaid, at least 30 days and not more than 60 days prior to the date fixed
      for redemption to such Holders of Registered Securities of such series
      at their last addresses as they shall appear upon the registry books. Notice
      of redemption to the Holders of Unregistered Securities of any series to
      be redeemed as a whole or in part who have filed their names and addresses
      with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act,
      shall be given by mailing notice of such redemption, by first class mail,
      postage prepaid, at least 30 days and not more than 60 days prior to the
      date fixed for redemption, to such Holders at such addresses as were so
      furnished to the Trustee (and, in the case of any such notice given by
      the Company, the Trustee shall make such information available to the Company
      for such purpose). Notice of redemption to all other Holders of Unregistered
      Securities of any series to be redeemed as a whole or in part shall be
      published in an Authorized Newspaper in The City of New York or with respect
      to any Security the interest on which is based on the offered quotations
      in the interbank Eurodollar market for dollar deposits in an Authorized
      Newspaper in London, in each case, once in each of three successive calendar
      weeks, the first publication to be not less than 30 

 23














 days nor more than 60 days prior to the date
    fixed for redemption. Any notice which is mailed or published in the manner
    herein provided shall be conclusively presumed to have been duly given, whether
    or not the Holder receives the notice. Failure to give notice by mail, or
    any defect in the notice to the Holder of any Security of a series designated
    for redemption as a whole or in part shall not affect the validity of the
    proceedings for the redemption of any other Security of such series. 

      The notice of redemption
    to each such Holder shall specify the principal amount of each Security of
    such series held by such Holder to be redeemed, the CUSIP numbers of the
    Securities to be redeemed, the date fixed for redemption, the redemption
    price, or if not then ascertainable, the manner of calculation thereof, the
    place or places of payment, that payment will be made upon presentation and
    surrender of such Securities and, in the case of Securities with coupons
    attached thereto, of all coupons appertaining thereto maturing after the
    date fixed for redemption, that such redemption is pursuant to the mandatory
    or optional sinking fund, or both, if such be the case, that interest accrued
    to the date fixed for redemption will be paid as specified in such notice
    and that on and after said date interest thereon or on the portions thereof
    to be redeemed will cease to accrue. In case any Security of a series is
    to be redeemed in part only, the notice of redemption shall state the portion
    of the principal amount thereof to be redeemed and shall state that on and
    after the date fixed for redemption, upon surrender of such Security, a new
    Security or Securities of such series and tenor in principal amount equal
    to the unredeemed portion thereof will be issued. 

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

      On or before 10:00
    a.m. New York City time on the redemption date or, in the case of Unregistered
    Securities, on or before 10:00 a.m. New York City time on the Business Day
    prior to the redemption date specified in the notice of redemption given
    as provided in this Section, the Company will deposit with the Trustee or
    with one or more Paying Agents (or, if the Company is acting as its own Paying
    Agent, set aside, segregate and hold in trust as provided in Section 2.06)
    an amount of money sufficient to redeem on the redemption date all the Securities
    of such series so called for redemption at the appropriate redemption price,
    together with accrued interest to the date fixed for redemption. If all of
    the outstanding Securities of a series are to be redeemed, the Company will
    deliver to the Trustee at least 10 days prior to the last date on which notice
    of redemption may be given to Holders pursuant to the first paragraph of
    this Section 3.02 (or such shorter period as shall be acceptable to the Trustee)
    an Officers’ Certificate stating that all such Securities are to be
    redeemed. If less than all the outstanding Securities of a series are to
    be redeemed, the Company will deliver to the Trustee 

 24














 at least 15 days prior to the last date on which
    notice of redemption may be given to Holders pursuant to the first paragraph
    of this Section 3.02 (or such shorter period as shall be acceptable to the
    Trustee) an Officers’
  Certificate stating the aggregate principal amount of such Securities to be
  redeemed. In the case of any redemption of Securities (a) prior to the expiration
  of any restriction on such redemption provided in the terms of such Securities
  or elsewhere in this Indenture, or (b) pursuant to an election of the Company
  which is subject to a condition specified in the terms of such Securities or
  elsewhere in this Indenture, the Company shall deliver to the Trustee, prior
  to the giving of any notice of redemption to Holders pursuant to this Section,
  an Officers’ Certificate evidencing compliance with such restriction or
  condition.

      If less than all
    the Securities of a series are to be redeemed, the Trustee shall select,
    pro rata, by lot or in such manner as it shall deem appropriate and fair,
    Securities of such series to be redeemed in whole or in part. Securities
    may be redeemed in part in principal amounts equal to authorized denominations
    for Securities of such series. The Trustee shall promptly notify the Company
    in writing of the Securities of such series selected for redemption and,
    in the case of any Securities of such series selected for partial redemption,
    the principal amount thereof to be redeemed. For all purposes of this Indenture,
    unless the context otherwise requires, all provisions relating to the redemption
    of Securities shall relate, in the case of any Security redeemed or to be
    redeemed only in part, to the portion of the principal amount of such Security
    which has been or is to be redeemed. 

      Section 3.03.
      Payment Of Securities Called For Redemption. If
      notice of redemption has been given as above provided, the Securities or
      portions of Securities specified in such notice shall become due and payable
      on the date and at the place stated in such notice at the applicable redemption
      price, together with interest accrued to the date fixed for redemption,
      and on and after such date (unless the Company shall default in the payment
      of such Securities at the redemption price, together with interest accrued
      to such date) interest on the Securities or portions of Securities so called
      for redemption shall cease to accrue, and the unmatured coupons, if any,
      appertaining thereto shall be void and, except as provided in Sections
      7.12 and 8.02, such Securities shall cease from and after the date fixed
      for redemption to be entitled to any benefit under this Indenture, and
      the Holders thereof shall have no right in respect of such Securities except
      the right to receive the redemption price thereof and unpaid interest to
      the date fixed for redemption. On presentation and surrender of such Securities
      at a place of payment specified in said notice, together with all coupons,
      if any, appertaining thereto maturing after the date fixed for redemption,
      said Securities or the specified portions thereof shall be paid and redeemed
      by the Company at the applicable redemption price, together with interest
      accrued thereon to the date fixed for redemption; provided that payment
      of interest becoming due on or prior 

 25














 to the date fixed for redemption shall be payable
    in the case of Securities with coupons attached thereto, to the Holders of
    the coupons for such interest upon surrender thereof, and in the case of
    Registered Securities, to the Holders of such Registered Securities registered
    as such on the relevant record date subject to the terms and provisions of
    Sections 2.04 and 2.13 hereof.

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

      If any Security
    with coupons attached thereto is surrendered for redemption and is not accompanied
    by all appurtenant coupons maturing after the date fixed for redemption,
    the surrender of such missing coupon or coupons may be waived by the Company
    and the Trustee, if there be furnished to each of them such security or indemnity
    as they may require to save each of them harmless. 

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

      Section 3.04.
      Exclusion of Certain Securities from Eligibility for Selection for Redemption. Securities
      shall be excluded from eligibility for selection for redemption if they
      are identified by registration and certificate number in a written statement
      signed by an authorized officer of the Company and delivered to the Trustee
      at least 40 days prior to the last date on which notice of redemption may
      be given as being owned of record and beneficially by, and not pledged
      or hypothecated by, either (a) the Company or (b) an entity specifically
      identified in such written statement as directly or indirectly controlling
      or controlled by or under direct or indirect common control with the Company.

      Section
        3.05. Mandatory and Optional Sinking
        Funds. 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 the Securities of any series is herein referred to as an “optional
        sinking fund payment”. The date on which a sinking fund payment
        is to be made is herein referred to as the “sinking fund payment
        date”. 

      In lieu of making
    all or any part of any mandatory sinking fund payment with respect to any
    series of Securities in cash, the Company may at its option (a) 

 26 














 deliver to the Trustee Securities of such series
    theretofore purchased or otherwise acquired (except through a mandatory sinking
    fund payment) by the Company or receive credit for Securities of such series
    (not previously so credited) theretofore purchased or otherwise acquired
    (except as aforesaid) by the Company and delivered to the Trustee for cancellation
    pursuant to Section 2.11, (b) receive credit for optional sinking fund payments
    (not previously so credited) made pursuant to this Section, or (c) receive
    credit for Securities of such series (not previously so credited) redeemed
    by the Company at the option of the Company pursuant to the terms of such
    Securities or through any optional sinking fund payment. Securities so delivered
    or credited shall be received or credited by the Trustee at the sinking fund
    redemption price specified in such Securities. 

      On or before the
    sixtieth day next preceding each sinking fund payment date for any series,
    or such shorter period as shall be acceptable to the Trustee, the Company
    will deliver to the Trustee an Officers’ Certificate (a) specifying
    the portion of the mandatory sinking fund payment to be satisfied by payment
    of cash and the portion to be satisfied by credit of specified Securities
    of such series and the basis for such credit, (b) stating that none of the
    specified Securities of such series has theretofore been so credited, (c)
    stating that no defaults in the payment of interest or Events of Default
    with respect to such series have occurred (which have not been waived or
    cured) and are continuing and (d) stating whether or not the Company intends
    to exercise its right to make an optional sinking fund payment with respect
    to such series and, if so, specifying the amount of such optional sinking
    fund payment which the Company intends to pay on or before the next succeeding
    sinking fund payment date. Any Securities of such series to be credited and
    required to be delivered to the Trustee in order for the Company to be entitled
    to credit therefor as aforesaid which have not theretofore been delivered
    to the Trustee shall be delivered for cancellation pursuant to Section 2.11
    to the Trustee with such Officers’ Certificate (or reasonably promptly
    thereafter if acceptable to the Trustee). Such Officers’
  Certificate shall be irrevocable and upon its receipt by the Trustee the Company
  shall become unconditionally obligated to make all the cash payments or delivery
  of Securities therein referred to, if any, on or before the next succeeding
  sinking fund payment date. Failure of the Company, on or before any such sixtieth
  day, to deliver such Officer’s Certificate and Securities specified in
  this paragraph, if any, shall not constitute a default but shall constitute,
  on and as of such date, the irrevocable election of the Company (i) that the
  mandatory sinking fund payment for such series due on the next succeeding sinking
  fund payment date shall be paid entirely in cash without the option to deliver
  or credit Securities of such series in respect thereof and (ii) that the Company
  will make no optional sinking fund payment with respect to such series as provided
  in this Section. 

      If the sinking
    fund payment or payments (mandatory or optional or both) to be made in cash
    on the next succeeding sinking fund payment date plus any 

 27














 unused balance of any preceding sinking fund
    payments made in cash shall exceed $50,000 (or a lesser sum if the Company
    shall so request with respect to the Securities of any series), such cash
    shall be applied on the next succeeding sinking fund payment date to the
    redemption of Securities of such series at the sinking fund redemption price
    thereof together with accrued interest thereon to the date fixed for redemption.
    If such amount shall be $50,000 (or such lesser sum) or less and the Company
    makes no such request then it shall be carried over until a sum in excess
    of $50,000 (or such lesser sum) is available. The Trustee shall select, in
    the manner provided in Section 3.02, for redemption on such sinking fund
    payment date a sufficient principal amount of Securities of such series to
    absorb said cash, as nearly as may be, and shall (if requested in writing
    by the Company) inform the Company of the serial numbers of the Securities
    of such series (or portions thereof) so selected. Securities shall be excluded
    from eligibility for redemption under this Section if they are identified
    by registration and certificate number in an Officers’ Certificate delivered
    to the Trustee at least 60 days prior to the sinking fund payment date as
    being owned of record and beneficially by, and not pledged or hypothecated
    by either (a) the Company or (b) an entity specifically identified in such
    Officers’ Certificate as directly or indirectly controlling or controlled
    by or under direct or indirect common control with the Company. The Trustee,
    in the name and at the expense of the Company (or the Company, if it shall
    so request the Trustee in writing) shall cause notice of redemption of the
    Securities of such series to be given in substantially the manner provided
    in Section 3.02 (and with the effect provided in Section 3.03) for the redemption
    of Securities of such series in part at the option of the Company. The amount
    of any sinking fund payments not so applied or allocated to the redemption
    of Securities of such series shall be added to the next cash sinking fund
    payment for such series and, together with such payment, shall be applied
    in accordance with the provisions of this Section. Any and all sinking fund
    moneys held on the stated maturity date of the Securities of any particular
    series (or earlier, if such maturity is accelerated), which are not held
    for the payment or redemption of particular Securities of such series shall
    be applied, together with other moneys, if necessary, sufficient for the
    purpose, to the payment of the Principal of, and interest on, the Securities
    of such series at maturity. 

      On or before 10:00
    a.m. New York City time on each sinking fund payment date or, in the case
    of Unregistered Securities, 10:00 a.m. New York City time on the Business
    Day prior to the sinking fund payment date, the Company shall pay to the
    Trustee in cash or shall otherwise provide for the payment of all interest
    accrued to the date fixed for redemption on Securities to be redeemed on
    the next following sinking fund payment date. 

      The Trustee shall
    not redeem or cause to be redeemed any Securities of a series with sinking
    fund moneys or mail any notice of redemption of Securities of such series
    by operation of the sinking fund during the continuance of a Default in 

 28














 payment of interest on such Securities or of
    any Event of Default except that, where the mailing of notice of redemption
    of any Securities shall theretofore have been made, the Trustee shall redeem
    or cause to be redeemed such Securities, provided that it shall have received
    from the Company a sum sufficient for such redemption. Except as aforesaid,
    any moneys in the sinking fund for such series at the time when any such
    Default or Event of Default shall occur, and any moneys thereafter paid into
    the sinking fund, shall, during the continuance of such Default or Event
    of Default, be deemed to have been collected under Article 6 and held for
    the payment of all such Securities. In case such Event of Default shall have
    been waived as provided in Section 6.04 or the Default cured on or before
    the sixtieth day preceding the sinking fund payment date in any year, such
    moneys shall thereafter be applied on the next succeeding sinking fund payment
    date in accordance with this Section to the redemption of such Securities. 

ARTICLE 4

  COVENANTS

      Section 4.01.
      Payment of Securities. The Company
      shall pay the Principal of and interest on the Securities on the dates
      and in the manner provided in the Securities and this Indenture. The interest
      on Securities with coupons attached (together with any additional amounts
      payable pursuant to the terms of such Securities) shall be payable only
      upon presentation and surrender of the several coupons for such interest
      installments as are evidenced thereby as they severally mature. The interest
      on any temporary Unregistered Securities (together with any additional
      amounts payable pursuant to the terms of such Securities) shall be paid,
      as to the installments of interest evidenced by coupons attached thereto,
      if any, only upon presentation and surrender thereof, and, as to the other
      installments of interest, if any, only upon presentation of such Unregistered
      Securities for notation thereon of the payment of such interest. The interest
      on Registered Securities (together with any additional amounts payable
      pursuant to the terms of such Securities) shall be payable only to the
      Holders thereof (subject to Section 2.04) and at the option of the Company
      may be paid by mailing checks for such interest payable to or upon the
      written order of such Holders at their last addresses as they appear on
      the Security Register of the Company.

      Notwithstanding
    any provisions of this Indenture and the Securities of any series to the
    contrary, if the Company and a Holder of any Registered Security so agree,
    payments of interest on, and any portion of the Principal of, such Holder’s
    Registered Security (other than interest payable at maturity or on any redemption
    or repayment date or the final payment of Principal on such Security) shall
    be made by the Paying Agent, upon receipt from the Company of immediately
    available funds by 11:00 A.M., New York City time (or such other time as
    may be agreed to between the Company and the Paying Agent), directly to the
    Holder of 

 29














 such Security (by Federal funds wire transfer
    or otherwise) if the Holder has delivered written instructions to the Trustee
    15 days prior to such payment date requesting that such payment will be so
    made and designating the bank account to which such payments shall be so
    made and in the case of payments of Principal, surrenders the same to the
    Trustee in exchange for a Security or Securities aggregating the same principal
    amount as the unredeemed principal amount of the Securities surrendered.
    The Trustee shall be entitled to rely on the last instruction delivered by
    the Holder pursuant to this Section 4.01 unless a new instruction is delivered
    15 days prior to a payment date. The Company will indemnify and hold each
    of the Trustee and any Paying Agent harmless against any loss, liability
    or expense (including attorneys’ fees) resulting from any act or omission
    to act on the part of the Company or any such Holder in connection with any
    such agreement or from making any payment in accordance with any such agreement.

      The Company shall
    pay interest on overdue Principal, and interest on overdue installments of
    interest, to the extent lawful, at the rate per annum specified in the Securities. 

      Section 4.02.
      Maintenance of Office or Agency. The
      Company will maintain in the Borough of Manhattan, The City of New York,
      or Chicago, Illinois an office or agency where Securities may be surrendered
      for registration of transfer or exchange or for presentation for payment
      and where notices and demands to or upon the Company in respect of the
      Securities and this Indenture may be served. The Company hereby initially
      designates the Corporate Trust Office of the Trustee, located in Chicago,
      Illinois, as such office or agency of the Company. The Company will give
      prompt written notice to the Trustee of the location, and any change in
      the location, of such office or agency. If at any time the Company shall
      fail to maintain any such required office or agency or shall fail to furnish
      the Trustee with the address thereof, such presentations, surrenders, notices
      and demands may be made or served at the address of the Trustee set forth
      in Section 10.02. 

      The Company
      will maintain one or more agencies in a city or cities located outside
      the United States (including any city in which such an agency is required
      to be maintained under the rules of any stock exchange on which the Securities
      of any series are listed) where the Unregistered Securities, if any, of
      each series and coupons, if any, appertaining thereto may be presented
      for payment. No payment on any Unregistered Security or coupon will be
      made upon presentation of such Unregistered Security or coupon at an agency
      of the Company within the United States nor will any payment be made by
      transfer to an account in, or by mail to an address in, the United States
      unless, pursuant to applicable United States laws and regulations then
      in effect, such payment can be made without adverse tax consequences to
      the Company. Notwithstanding the foregoing, if full payment in United States
      Dollars (“Dollars”) at each agency 

 30














 maintained by the Company outside the United
    States for payment on such Unregistered Securities or coupons appertaining
    thereto is illegal or effectively precluded by exchange controls or other
    similar restrictions, payments in Dollars of Unregistered Securities of any
    series and coupons appertaining thereto which are payable in Dollars may
    be made at an agency of the Company maintained in the Borough of Manhattan,
    The City of New York, or Chicago, Illinois. 

      The Company may
    also from time to time designate one or more other offices or agencies where
    the Securities of any series may be presented or surrendered for any or all
    such purposes and may from time to time rescind such designations; provided
    that no such designation or rescission shall in any manner relieve the Company
    of its obligation to maintain an office or agency in the Borough of Manhattan,
    The City of New York, or Chicago, Illinois for such purposes. The Company
    will give prompt written notice to the Trustee of any such designation or
    rescission and of any change in the location of any such other office or
    agency. 

      Section 4.03.
      Securityholders’ Lists. The
      Company will furnish or cause to be furnished to the Trustee a list in
      such form as the Trustee may reasonably require of the names and addresses
      of the holders of the Securities pursuant to Section 312 of the Trust Indenture
      Act of 1939 (a) semi-annually not more than 15 days after each record date
      for the payment of semi-annual interest on the Securities, as hereinabove
      specified, as of such record date, and (b) at such other times as the Trustee
      may request in writing, within thirty days after receipt by the Company
      of any such request as of a date not more than 15 days prior to the time
      such information is furnished.

      Section 4.04.
      Certificate to Trustee. The Company
      will furnish to the Trustee annually, on or before a date not more than
      four months after the end of its fiscal year (which, on the date hereof,
      is a calendar year), a brief certificate (which need not contain the statements
      required by Section 10.04) from its principal executive, financial or accounting
      officer as to his or her knowledge of the compliance of the Company with
      all conditions and covenants under this Indenture (such compliance to be
      determined without regard to any period of grace or requirement of notice
      provided under this Indenture) which certificate shall comply with the
      requirements of the Trust Indenture Act. 

      Section 4.05.
      Reports by the Company. The Company
      covenants to file with the Trustee, within 15 days after the Company is
      required to file the same with the Commission, copies of the annual reports
      and of the information, documents, and other reports which the Company
      may be required to file with the Commission pursuant to Section 13 or Section
      15(d) of the Exchange Act. 

 31














      Section 4.06. Additional
      Amounts. If the Securities of a
      series provide for the payment of additional amounts, at least 10 days
      prior to the first interest payment date with respect to that series of
      Securities and at least 10 days prior to each date of payment of Principal
      of or interest on the Securities of that series if there has been a change
      with respect to the matters set forth in the below-mentioned Officers’ Certificate,
      the Company shall furnish to the Trustee and the principal paying agent,
      if other than the Trustee, an Officers’ Certificate instructing the
      Trustee and such paying agent whether such payment of Principal of or interest
      on the Securities of that series shall be made to Holders of the Securities
      of that series without withholding or deduction for or on account of any
      tax, assessment or other governmental charge described in the Securities
      of that series. If any such withholding or deduction shall be required,
      then such Officers’ Certificate shall specify by country the amount,
      if any, required to be withheld or deducted on such payments to such Holders
      and shall certify the fact that additional amounts will be payable and
      the amounts so payable to each Holder, and the Company shall pay to the
      Trustee or such paying agent the additional amounts required to be paid
      by this Section. The Company covenants to indemnify the Trustee and any
      paying agent for, and to hold them harmless against, any loss, liability
      or expense reasonably incurred without negligence or bad faith on their
      part arising out of or in connection with actions taken or omitted by any
      of them in reliance on any Officers’ Certificate furnished pursuant
      to this Section. 

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

ARTICLE 5

  SUCCESSOR CORPORATION

      Section 5.01.
      When Company May Merge, Etc. The
      Company shall not consolidate with, merge with or into, or sell, convey,
      transfer, lease or otherwise dispose of all or substantially all of its
      property and assets (in one transaction or a series of related transactions)
      to, any Person unless either (x) the Company shall be the continuing Person
      or (y) the Person (if other than the Company) formed by such consolidation
      or into which the Company is merged or to which properties and assets of
      the Company shall be sold, conveyed, transferred or leased shall be a

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 corporation organized and validly existing under
    the laws of the United States of America or any jurisdiction thereof and
    shall expressly assume, by a supplemental indenture, executed and delivered
    to the Trustee, all of the obligations of the Company on all of the Securities
    and under this Indenture and the Company in the case of clauses (x) and (y)
    shall have delivered to the Trustee (A) an Opinion of Counsel stating that
    such consolidation, merger or sale, conveyance, transfer or lease and such
    supplemental indenture (if any) complies with this provision and that all
    conditions precedent provided for herein relating to such transaction have
    been complied with and that such supplemental indenture (if any) constitutes
    the legal, valid and binding obligation of the Company and such successor
    enforceable against such entity in accordance with its terms, subject to
    customary exceptions and (B) an Officers’ Certificate to the effect
    that immediately after giving effect to such transaction, no Default shall
    have occurred and be continuing. 

      Section 5.02.
      Successor Substituted. Upon any
      consolidation or merger, or any sale, conveyance, transfer, lease or other
      disposition of all or substantially all of the property and assets of the
      Company in accordance with Section 5.01 of this Indenture, the successor
      Person formed by such consolidation or into which the Company is merged
      or to which such sale, conveyance, transfer, lease or other disposition
      is made shall succeed to, and be substituted for, and may exercise every
      right and power of, the Company under this Indenture with the same effect
      as if such successor Person had been named as the Company herein and thereafter
      the predecessor Person, except in the case of a lease, shall be relieved
      of all obligations and covenants under this Indenture and the Securities. 

ARTICLE 6

  DEFAULT AND REMEDIES

      Section 6.01.
      Events of Default. An “Event
      of Default” shall occur with
      respect to the Securities of any series if: 

      (a) the
    Company defaults in the payment of the Principal of any Security of such
    series when the same becomes due and payable at maturity, upon acceleration,
    redemption or mandatory repurchase, including as a sinking fund installment,
    or otherwise; 

      (b) the
    Company defaults in the payment of interest on any Security of such series
    when the same becomes due and payable, and such default continues for a period
    of 30 days; 

      (c) the
    Company defaults in the performance of or breaches any other covenant or
    agreement of the Company in this Indenture with respect to any 

 33














 Security of such series or in the Securities
    of such series and such default or breach continues for a period of 30 consecutive
    days after written notice to the Company by the Trustee or to the Company
    and the Trustee by the Holders of 25% or more in aggregate principal amount
    of the Securities of all series affected thereby specifying such default
    or breach and requiring it to be remedied and stating that such notice is
    a “Notice of Default” hereunder; 

      (d) a
    court having jurisdiction in the premises shall enter a decree or order for
    relief in respect of the Company in an involuntary case under any applicable
    bankruptcy, insolvency or other similar law now or hereafter in effect, or
    appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
    (or similar official) of the Company or for any substantial part of its property
    or ordering the winding up or liquidation of its affairs, and such decree
    or order shall remain unstayed and in effect for a period of 60 consecutive
    days; 

      (e) the
    Company (i) commences a voluntary case under any applicable bankruptcy, insolvency
    or other similar law now or hereafter in effect, or consents to the entry
    of an order for relief in an involuntary case under any such law, (ii) consents
    to the appointment of or taking possession by a receiver, liquidator, assignee,
    custodian, trustee, sequestrator or similar official of the Company or for
    all or substantially all of the property and assets of the Company or (iii)
    effects any general assignment for the benefit of creditors; or 

      (f) any
    other Event of Default established pursuant to Section 2.03 with respect
    to the Securities of such series occurs. 

      Section 6.02.
      Acceleration. (a) If an Event of
      Default other than as described in clauses (d) or (e) of Section 6.01 with
      respect to the Securities of any series then outstanding occurs and is
      continuing, then, and in each and every such case, except for any series
      of Securities the principal of which shall have already become due and
      payable, either the Trustee or the Holders of not less than 25% in aggregate
      principal amount of the Securities of any such series then outstanding
      hereunder (each such series treated as a separate class) by notice in writing
      to the Company (and to the Trustee if given by Securityholders), may declare
      the entire principal (or, if the Securities of any such series are Original
      Issue Discount Securities, such portion of the principal amount as may
      be specified in the terms of such series established pursuant to Section
      2.03) of all Securities of such series, and the interest accrued thereon,
      if any, to be due and payable immediately, and upon any such declaration
      the same shall become immediately due and payable. 

      (b) If
    an Event of Default described in clause (d) or (e) of Section 6.01 occurs
    and is continuing, then the principal amount (or, if any Securities are Original
    Issue Discount Securities, such portion of the principal as may be specified
    in the terms thereof established pursuant to Section 2.03) of all the 

 34














 Securities then outstanding and interest accrued
    thereon, if any, shall be and become immediately due and payable, without
    any notice or other action by any Holder or the Trustee, to the full extent
    permitted by applicable law. 

      The foregoing provisions,
    however, are subject to the condition that if, at any time after the principal
    (or, if the Securities are Original Issue Discount Securities, such portion
    of the principal as may be specified in the terms thereof established pursuant
    to Section 2.03) of the Securities of any series (or of all the Securities,
    as the case may be) shall have been so declared or become due and payable,
    and before any judgment or decree for the payment of the moneys due shall
    have been obtained or entered as hereinafter provided, the Company shall
    pay or shall deposit with the Trustee a sum sufficient to pay all matured
    installments of interest upon all the Securities of each such series (or
    of all the Securities, as the case may be) and the principal of any and all
    Securities of each such series (or of all the Securities, as the case may
    be) which shall have become due otherwise than by acceleration (with interest
    upon such principal and, to the extent that payment of such interest is enforceable
    under applicable law, on overdue installments of interest, at the same rate
    as the rate of interest or Yield to Maturity (in the case of Original Issue
    Discount Securities) specified in the Securities of each such series to the
    date of such payment or deposit) and such amount as shall be sufficient to
    cover all amounts owing the Trustee under Section 7.07, and if any and all
    Events of Default under the Indenture, other than the non-payment of the
    principal of Securities which shall have become due by acceleration, shall
    have been cured, waived or otherwise remedied as provided herein, then and
    in every such case the Holders of a majority in aggregate principal amount
    of all the then outstanding Securities of all such series that have been
    accelerated (voting as a single class), by written notice to the Company
    and to the Trustee, may waive all defaults with respect to all such series
    (or with respect to all the Securities, as the case may be) and rescind and
    annul such declaration and its consequences, but no such waiver or rescission
    and annulment shall extend to or shall affect any subsequent default or shall
    impair any right consequent thereon. 

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

 35














      Section 6.03.
      Other Remedies. If a payment default
      or an Event of Default with respect to the Securities of any series occurs
      and is continuing, the Trustee may pursue, in its own name or as trustee
      of an express trust, any available remedy by proceeding at law or in equity
      to collect the payment of Principal of and interest on the Securities of
      such series or to enforce the performance of any provision of the Securities
      of such series or this Indenture. 

      The Trustee may
    maintain a proceeding even if it does not possess any of the Securities or
    does not produce any of them in the proceeding. 

      Section 6.04.
      Waiver of Past Defaults. Subject
      to Sections 6.02, 6.07 and 9.02, the Holders of at least a majority in
      principal amount (or, if the Securities are Original Issue Discount Securities,
      such portion of the principal as is then accelerable under Section 6.02)
      of the outstanding Securities of all series affected (voting as a single
      class), by notice to the Trustee, may waive an existing Default or Event
      of Default with respect to the Securities of such series and its consequences,
      except a Default in the payment of Principal of or interest on any Security
      as specified in clauses (a) or (b) of Section 6.01 or in respect of a covenant
      or provision of this Indenture which cannot be modified or amended without
      the consent of the Holder of each outstanding Security affected. Upon any
      such waiver, such Default shall cease to exist, and any Event of Default
      with respect to the Securities of such series arising therefrom shall be
      deemed to have been cured, for every purpose of this Indenture; but no
      such waiver shall extend to any subsequent or other Default or Event of
      Default or impair any right consequent thereto. 

      Section 6.05.
      Control by Majority. Subject to
      Sections 7.01 and 7.02(e), the Holders of at least a majority in aggregate
      principal amount (or, if any Securities are Original Issue Discount Securities,
      such portion of the principal as is then accelerable under Section 6.02)
      of the outstanding Securities of all series affected (voting as a single
      class) may direct the time, method and place of conducting any proceeding
      for any remedy available to the Trustee or exercising any trust or power
      conferred on the Trustee with respect to the Securities of such series
      by this Indenture; provided, that the Trustee may refuse to follow any
      direction that conflicts with law or this Indenture, that may involve the
      Trustee in personal liability or that the Trustee determines in good faith
      may be unduly prejudicial to the rights of Holders not joining in the giving
      of such direction; and provided further, that the Trustee may take any
      other action it deems proper that is not inconsistent with any directions
      received from Holders of Securities pursuant to this Section 6.05. 

      Section 6.06.
      Limitation on Suits. No Holder of
      any Security of any series may institute any proceeding, judicial or otherwise,
      with respect to this 

 36














 Indenture or the Securities of such series, or
    for the appointment of a receiver or trustee, or for any other remedy hereunder,
    unless: 


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

        (b) the
      Holders of at least 25% in aggregate principal amount of outstanding Securities
      of all such series affected shall have made written request to the Trustee
      to institute proceedings in respect of such Event of Default in its own
      name as Trustee hereunder; 

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

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

        (e) during
      such 60-day period, the Holders of a majority in aggregate principal amount
      of the outstanding Securities of all such affected series have not given
      the Trustee a direction that is inconsistent with such written request. 



      A Holder may not
    use this Indenture to prejudice the rights of another Holder or to obtain
    a preference or priority over such other Holder. 

      Section 6.07.
      Rights of Holders to Receive Payment. Notwithstanding
      any other provision of this Indenture, the right of any Holder of a Security
      to receive payment of Principal of or interest, if any, on such Holder’s
      Security on or after the respective due dates expressed on such Security,
      or to bring suit for the enforcement of any such payment on or after such
      respective dates, shall not be impaired or affected without the consent
      of such Holder. 

      Section 6.08.
      Collection Suit by Trustee. If an
      Event of Default with respect to the Securities of any series in payment
      of Principal or interest specified in clause (a) or (b) of Section 6.01
      occurs and is continuing, the Trustee may recover judgment in its own name
      and as trustee of an express trust against the Company for the whole amount
      (or such portion thereof as specified in the terms established pursuant
      to Section 2.03 of Original Issue Discount Securities) of Principal of,
      and accrued interest remaining unpaid on, together with interest on overdue
      Principal of, and, to the extent that payment of such interest is lawful,
      interest on overdue installments of interest on, the Securities of such
      series, in each case at the rate or Yield to Maturity (in the case of Original
      Issue Discount 

 37














 Securities) specified in such Securities, and
    such further amount as shall be sufficient to cover all amounts owing the
    Trustee under Section 7.07. 

      Section 6.09.
      Trustee May File Proofs of Claim. The
      Trustee may file such proofs of claim and other papers or documents as
      may be necessary or advisable in order to have the claims of the Trustee
      (including any claim for amounts due the Trustee under Section 7.07) and
      the Holders allowed in any judicial proceedings relative to the Company
      (or any other obligor on the Securities), its creditors or its property
      and shall be entitled and empowered to collect and receive any moneys,
      securities or other property payable or deliverable upon conversion or
      exchange of the Securities or upon any such claims and to distribute the
      same, and any custodian, receiver, assignee, trustee, liquidator, sequestrator
      or other similar official in any such judicial proceeding is hereby authorized
      by each Holder to make such payments to the Trustee and, in the event that
      the Trustee shall consent to the making of such payments directly to the
      Holders, to pay to the Trustee any amount due to it under Section 7.07.
      Nothing herein contained shall be deemed to empower the Trustee to authorize
      or consent to, or accept or adopt on behalf of any Holder, any plan of
      reorganization, arrangement, adjustment or composition affecting the Securities
      or the rights of any Holder thereof, or to authorize the Trustee to vote
      in respect of the claim of any Holder in any such proceeding. 

      Section 6.10.
      Application of Proceeds. Any moneys
      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 moneys on
      account of Principal or interest, upon presentation of the several Securities
      and coupons appertaining to such Securities in respect of which moneys
      have been collected and noting thereon the payment, or issuing Securities
      of such series and tenor in reduced principal amounts in exchange for the
      presented Securities of such series and tenor if only partially paid, or
      upon surrender thereof if fully paid: 


        FIRST: To the
      payment of all amounts due the Trustee under Section 7.07 applicable to
      the Securities of such series in respect of which moneys have been collected; 

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



 38















   payments to be made ratably to the persons
      entitled thereto, without discrimination or preference; 

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

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



      Section 6.11.
      Restoration of Rights and Remedies. If
      the Trustee or any Holder has instituted any proceeding to enforce any
      right or remedy under this Indenture and such proceeding has been discontinued
      or abandoned for any reason, or has been determined adversely to the Trustee
      or to such Holder, then, and in every such case, subject to any determination
      in such proceeding, the Company, the Trustee and the Holders shall be restored
      to their former positions hereunder and thereafter all rights and remedies
      of the Company, Trustee and the Holders shall continue as though no such
      proceeding had been instituted. 

      Section 6.12. Undertaking
      for Costs. 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 or omitted by it as Trustee, in either case
      in respect to the Securities of any series, a court may require any party
      litigant in such suit (other than the Trustee) to file an undertaking to
      pay the costs of the suit, and the court may assess reasonable costs, including
      reasonable attorneys’ fees, against any party litigant (other than
      the Trustee) in the suit having due regard to the merits and good faith
      of the claims or defenses made by the party litigant. This Section 6.12
      does not apply to a suit by a Holder pursuant to Section 6.07, a suit instituted
      by the Trustee or a suit by Holders of more than 10% in principal amount
      of the outstanding Securities of such series.

 39














      Section 6.13.
      Rights and Remedies Cumulative. Except
      as otherwise provided with respect to the replacement or payment of mutilated,
      destroyed, lost or wrongfully taken Securities in Section 2.08, no right
      or remedy herein conferred upon or reserved to the Trustee or to the Holders
      is intended to be exclusive of any other right or remedy, and every right
      and remedy shall, to the extent permitted by law, be cumulative and in
      addition to every other right and remedy given hereunder or now or hereafter
      existing at law or in equity or otherwise. The assertion or employment
      of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
      assertion or employment of any other appropriate right or remedy. 

      Section 6.14.
      Delay or Omission not Waiver. No
      delay or omission of the Trustee or of any Holder 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 6 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. 

ARTICLE 7

  TRUSTEE 

      Section 7.01.
      General. The duties and responsibilities
      of the Trustee shall be as provided by the Trust Indenture Act and as set
      forth herein. Notwithstanding the foregoing,
      no provision of this Indenture shall require the Trustee to expend or risk
      its own funds or otherwise incur any financial liability in the performance
      of any of its duties hereunder, or in the exercise of any of its rights
      or powers, unless it receives indemnity satisfactory to it against any
      loss, liability or expense. Whether or not therein expressly so provided,
      every provision of this Indenture relating to the conduct or affecting
      the liability of or affording protection to the Trustee shall be subject
      to the provisions of this Article 7. 

      Section 7.02.
      Certain Rights of Trustee. Subject
      to Trust Indenture Act Sections 315(a) through (d): 


        (a) the
      Trustee may rely and shall be protected in acting or refraining from acting
      upon any resolution, certificate, Officers’
    Certificate, Opinion of Counsel (or both), 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 person or
    persons. The Trustee need not investigate any fact or matter stated in the 



 40















   document, but the Trustee, in its discretion,
      may make such further inquiry or investigation into such facts or matters
      as it may see fit; 

        (b) before
      the Trustee acts or refrains from acting, it may require an Officers’ Certificate
      and/or an Opinion of Counsel, which shall conform to Section 10.04 and
      shall cover such other matters as the Trustee may reasonably request. The
      Trustee shall not be liable for any action it takes or omits to take in
      good faith in reliance on such certificate or opinion. Subject to Sections
      7.01 and 7.02, whenever in the administration of the trusts of this Indenture
      the Trustee shall deem it necessary or desirable that a matter be proved
      or established prior to taking or suffering or omitting any action hereunder,
      such matter (unless other evidence in respect thereof be herein specifically
      prescribed) may, in the absence of negligence or bad faith on the part
      of the Trustee, be deemed to be conclusively proved and established by
      an Officers’ Certificate delivered to the Trustee, and such certificate,
      in the absence of negligence or bad faith on the part of the Trustee, shall
      be full warrant to the Trustee for any action taken, suffered or omitted
      by it under the provisions of this Indenture upon the faith thereof; 

        (c) the
      Trustee may act through its attorneys and agents not regularly in its employ
      and shall not be responsible for the misconduct or negligence of any agent
      or attorney appointed with due care; 

        (d) any
      request, direction, order or demand of the Company mentioned herein shall
      be sufficiently evidenced by an Officers’
    Certificate (unless other evidence in respect thereof be herein specifically
    prescribed); and any Board Resolution may be evidenced to the Trustee by
    a copy thereof certified by the Secretary or an Assistant Secretary of the
    Company; 

        (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, order or direction of any
      of the Holders, unless such Holders shall have offered to the Trustee reasonable
      security or indemnity against the costs, expenses and liabilities that
      might be incurred by it in compliance with such request or direction; 

        (f) the
      Trustee shall not be liable for any action it takes or omits to take in
      good faith that it believes to be authorized or within its rights or powers
      or for any action it takes or omits to take in accordance with the direction
      of the Holders in accordance with Section 6.05 relating to the time, method
      and place of conducting any proceeding for any 



 41















   remedy available to the Trustee, or exercising
      any trust or power conferred upon the Trustee, under this Indenture;

        (g) 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; and 

        (h) prior
      to the occurrence of an Event of Default hereunder and after the curing
      or waiving of all Events of Default, the Trustee shall not be bound to
      make any investigation into the facts or matters stated in any resolution,
      certificate, Officers’ Certificate, Opinion of Counsel, Board Resolution,
      statement, instrument, opinion, report, notice, request, consent, order,
      approval, appraisal, bond, debenture, note, coupon, security, or other
      paper or document unless requested in writing so to do by the Holders of
      not less than a majority in aggregate principal amount of the Securities
      of all series affected then outstanding; provided that, if the payment
      within a reasonable time to the Trustee of the costs, expenses or liabilities
      likely to be incurred by it in the making of such investigation is, in
      the opinion of the Trustee, not reasonably assured to the Trustee by the
      security afforded to it by the terms of this Indenture, the Trustee may
      require reasonable indemnity against such expenses or liabilities as a
      condition to proceeding. 



      Section 7.03.
      Individual Rights of Trustee. The
      Trustee, in its individual or any other capacity, may become the owner
      or pledgee of Securities and may otherwise deal with the Company or its
      Affiliates with the same rights it would have if it were not the Trustee.
      Any Agent may do the same with like rights. However, the Trustee is subject
      to Trust Indenture Act Sections 310(b) and 311. For purposes of Trust Indenture
      Act Section 311(b)(4) and (6), the following terms shall mean: 

      (a) “cash
      transaction” means any transaction
      in which full payment for goods or securities sold is made within seven
      days after delivery of the goods or securities in currency or in checks
      or other orders drawn upon banks or bankers and payable upon demand; and 

      (b) “self-liquidating
      paper” means any draft, bill
      of exchange, acceptance or obligation which is made, drawn, negotiated
      or incurred by the Company for the purpose of financing the purchase, processing,
      manufacturing, shipment, storage or sale of goods, wares or merchandise
      and which is secured by documents evidencing title to, possession of, or
      a lien upon, the goods, wares or merchandise or the receivables or proceeds
      arising from the sale of the goods, 

 42














 wares or merchandise previously constituting
    the security, provided the security is received by the Trustee simultaneously
    with the creation of the creditor relationship with the Company arising from
    the making, drawing, negotiating or incurring of the draft, bill of exchange,
    acceptance or obligation. 

      Section 7.04.
      Trustee's Disclaimer. The recitals
      contained herein and in the Securities (except the Trustee’s certificate
      of authentication) shall be taken as statements of the Company and not
      of the Trustee and the Trustee assumes no responsibility for the correctness
      of the same. Neither the Trustee nor any of its agents (a) makes any representation
      as to the validity or adequacy of this Indenture or the Securities and
      (b) shall be accountable for the Company’s use or application of the
      proceeds from the Securities. 

      Section 7.05.
      Notice of Default. If any Default
      with respect to the Securities of any series occurs and is continuing and
      if such Default is known to the actual knowledge of a Responsible Officer
      with the Corporate Trust Department of the Trustee, the Trustee shall give
      to each Holder of Securities of such series notice of such Default within
      90 days after it occurs (a) if any Unregistered Securities of such series
      are then outstanding, to the Holders thereof, by publication at least once
      in an Authorized Newspaper in the Borough of Manhattan, The City of New
      York and at least once in an Authorized Newspaper in London and (b) to
      all Holders of Securities of such series in the manner and to the extent
      provided in Section 313(c) of the Trust Indenture Act, unless such Default
      shall have been cured or waived before the mailing or publication of such
      notice; provided, however, that, except in the case of a Default in the
      payment of the Principal of or interest on any Security, the Trustee shall
      be protected in withholding such notice if the Trustee in good faith determines
      that the withholding of such notice is in the interests of the Holders. 

      Section 7.06.
      Reports by Trustee to Holders. The
      Trustee shall transmit to Holders such reports concerning the Trustee and
      its actions under this Indenture as may be required pursuant to the Trust
      Indenture Act at the times and in the manner provided pursuant thereto.
      If required by Section 313(a) of the Trust Indenture Act, the Trustee shall,
      within 60 days after each May 15 following the date of this Indenture,
      deliver to Holders a brief report, dated as of such May 15, which complies
      with the provisions of such Section 313(a). 

      A copy of each
    such report shall, at the time of such transmission to Holders, be filed
    by the Trustee with each stock exchange upon which any Securities are listed,
    with the Commission and with the Company. The Company will promptly notify
    the Trustee when any Securities are listed on any stock exchange. 

 43














      Section 7.07.
      Compensation and Indemnity. The
      Company shall pay to the Trustee such compensation as shall be agreed upon
      in writing from time to time for its services. The compensation of the
      Trustee shall not be limited by any law on compensation of a Trustee of
      an express trust. The Company shall reimburse the Trustee and any predecessor
      Trustee upon request for all reasonable out-of-pocket expenses, disbursements
      and advances incurred or made by the Trustee or such predecessor Trustee.
      Such expenses shall include the reasonable compensation and expenses of
      the Trustee’s or such predecessor Trustee’s agents, counsel and
      other persons not regularly in their employ. 

      The Company shall
    indemnify the Trustee and any predecessor Trustee for, and hold them harmless
    against, any loss or liability or expense incurred by them without negligence
    or bad faith on their part arising out of or in connection with the acceptance
    or administration of this Indenture and the Securities or the issuance of
    the Securities or of series thereof or the trusts hereunder and the performance
    of duties under this Indenture and the Securities, including the costs and
    expenses of defending themselves against or investigating any claim or liability
    and of complying with any process served upon them or any of their officers
    in connection with the exercise or performance of any of their powers or
    duties under this Indenture and the Securities. 

      To secure the Company’s
    payment obligations in this Section 7.07, the Trustee shall have a lien prior
    to the Securities on all money or property held or collected by the Trustee,
    in its capacity as Trustee, except money or property held in trust to pay
    Principal of, and interest on particular Securities. 

      The obligations
    of the Company under this Section to compensate and indemnify the Trustee
    and each predecessor Trustee and to pay or reimburse the Trustee and each
    predecessor Trustee for expenses, disbursements and advances shall constitute
    additional indebtedness hereunder and shall survive the satisfaction and
    discharge of this Indenture or the rejection or termination of this Indenture
    under bankruptcy law. Such additional indebtedness shall be a senior claim
    to that of the Securities upon all property and funds held or collected by
    the Trustee as such, except funds held in trust for the benefit of the Holders
    of particular Securities or coupons, and the Securities are hereby subordinated
    to such senior claim. Without prejudice to any other rights available to
    the Trustee under applicable law, if the Trustee renders services and incurs
    expenses following an Event of Default under Section 6.01(d) or Section 6.01(e)
    hereof, the parties hereto and the holders by their acceptance of the Securities
    hereby agree that such expenses are intended to constitute expenses of administration
    under any bankruptcy law. 

      Section 7.08.
      Replacement of Trustee. A resignation
      or removal of the Trustee as Trustee with respect to the Securities of
      any series and appointment of 

 44














 a successor Trustee as Trustee with respect to
    the Securities of any series shall become effective only upon the successor
    Trustee’s acceptance of appointment as provided in this Section 7.08. 

      The Trustee may
    resign as Trustee with respect to the Securities of any series at any time
    by so notifying the Company in writing. The Holders of a majority in principal
    amount of the outstanding Securities of any series may remove the Trustee
    as Trustee with respect to the Securities of such series by so notifying
    the Trustee in writing and may appoint a successor Trustee with respect thereto
    with the consent of the Company. The Company may remove the Trustee as Trustee
    with respect to the Securities of any series if: (i) the Trustee is no longer
    eligible under Section 7.11 of this Indenture; (ii) the Trustee is adjudged
    a bankrupt or insolvent; (iii) a receiver or other public officer takes charge
    of the Trustee or its property; or (iv) the Trustee becomes incapable of
    acting. 

      If the Trustee
    resigns or is removed as Trustee with respect to the Securities of any series,
    or if a vacancy exists in the office of Trustee with respect to the Securities
    of any series for any reason, the Company shall promptly appoint a successor
    Trustee with respect thereto. Within one year after the successor Trustee
    takes office, the Holders of a majority in principal amount of the outstanding
    Securities of such series may appoint a successor Trustee in respect of such
    Securities to replace the successor Trustee appointed by the Company. If
    the successor Trustee with respect to the Securities of any series does not
    deliver its written acceptance required by Section 7.09 within 30 days after
    the retiring Trustee resigns or is removed, the retiring Trustee, the Company
    or the Holders of a majority in principal amount of the outstanding Securities
    of such series may petition any court of competent jurisdiction for the appointment
    of a successor Trustee with respect thereto. 

      The Company shall
    give notice of any resignation and any removal of the Trustee with respect
    to the Securities of any series and each appointment of a successor Trustee
    in respect of the Securities of such series to all Holders of Securities
    of such series. Each notice shall include the name of the successor Trustee
    and the address of its Corporate Trust Office. 

      Notwithstanding
    replacement of the Trustee with respect to the Securities of any series pursuant
    to this Section 7.08 and Section 7.09, the Company’s obligations under
    Section 7.07 shall continue for the benefit of the retiring Trustee.

      Section 7.09. Acceptance
      of Appointment by Successor. In
      case of the appointment hereunder of a successor Trustee with respect to
      all Securities, every such successor Trustee so appointed shall execute,
      acknowledge and deliver to the Company and to the retiring Trustee an instrument
      accepting such appointment, and thereupon the resignation or removal of
      the retiring Trustee shall become 

 45














 effective and such successor Trustee, without
    any further act, deed or conveyance, shall become vested with all the rights,
    powers, trusts and duties of the retiring Trustee; but, on the request of
    the Company or the successor Trustee, such retiring Trustee shall, upon payment
    of its charges and subject to the lien provided for in Section 7.07, 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. 

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

      Upon request of
    any such successor Trustee, the Company shall execute any and all instruments
    for more fully and certainly vesting in and confirming to such successor
    Trustee all such rights, powers and trusts referred to in the first or second
    preceding paragraph, as the case may be. 

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

      Section 7.10.
      Successor Trustee By Merger, Etc. If
      the Trustee consolidates with, merges or converts into, or transfers all
      or substantially all of its corporate trust business to, another corporation
      or national banking association, the resulting, surviving or transferee
      corporation or national banking association without any further act shall
      be the successor Trustee with the same effect as if the successor Trustee
      had been named as the Trustee herein. 

      Section 7.11.
      Eligibility. This Indenture shall
      always have a Trustee who satisfies the requirements of Trust Indenture
      Act Section 310(a). The Trustee shall have a combined capital and surplus
      of at least $25,000,000 as set forth in its most recent published annual
      report of condition. 

      Section 7.12.
      Money Held in Trust. The Trustee
      shall not be liable for interest on any money received by it except as
      the Trustee may agree in writing with the Company. Money held in trust
      by the Trustee need not be segregated from other funds except to the extent
      required by law and except for money held in trust under Article 8 of this
      Indenture. 

 ARTICLE 8

  SATISFACTION
  AND DISCHARGE
  OF INDENTURE; UNCLAIMED MONEYS 

      Section 8.01.
      Satisfaction and Discharge of Indenture. If
      at any time (a) the Company shall have paid or caused to be paid the Principal
      of and interest on all the Securities of any series outstanding hereunder
      (other than Securities of such series which have been destroyed, lost or
      stolen and which have been replaced or paid as provided in Section 2.08)
      as and when the same shall have become due and payable, or (b) the Company
      shall have delivered to the Trustee for cancellation all Securities of
      any series theretofore authenticated (other than any Securities of such
      series which shall have been destroyed, lost or stolen and which shall
      have been replaced or paid as provided in Section 2.08) or (c) (i) all
      the securities of such series not theretofore delivered to the Trustee
      for cancellation shall have become due and payable, or are by their terms
      to become due and payable within one year or are to be called for redemption
      within one year under arrangements satisfactory to the Trustee for the
      giving of notice of redemption, and (ii) the Company shall have irrevocably
      deposited or caused to be deposited with the Trustee as trust funds the
      entire amount in cash (other than moneys repaid by the Trustee or any paying
      agent to the Company in accordance with Section 8.04) or U.S. Government
      Obligations, maturing as to principal and interest in such amounts and
      at such times as will insure (without consideration of

 47














 the reinvestment of such interest) the availability
    of cash, or a combination thereof, sufficient to pay at maturity or upon
    redemption all Securities of such series (other than any Securities of such
    series which shall have been destroyed, lost or stolen and which shall have
    been replaced or paid as provided in Section 2.08) not theretofore delivered
    to the Trustee for cancellation, including principal and interest due or
    to become due on or prior to such date of maturity or redemption as the case
    may be, and if, in any such case, the Company shall also pay or cause to
    be paid all other sums payable hereunder by the Company with respect to Securities
    of such series, then this Indenture shall cease to be of further effect with
    respect to Securities of such series (except as to (i) rights of registration
    of transfer and exchange of securities of such series, and the Company’s
    right of optional redemption, if any, (ii) substitution of mutilated, defaced,
    destroyed, lost or stolen Securities, (iii) rights of holders to receive
    payments of principal thereof and interest thereon, upon the original stated
    due dates therefor (but not upon acceleration) and remaining rights of the
    holders to receive mandatory sinking fund payments, if any, (iv) the rights,
    obligations and immunities of the Trustee hereunder and (v) the rights of
    the Securityholders of such series as beneficiaries hereof with respect to
    the property so deposited with the Trustee payable to all or any of them),
    and the Trustee, on demand of the Company accompanied by an Officers’ Certificate
    and an Opinion of Counsel and at the cost and expense of the Company, shall
    execute proper instruments acknowledging such satisfaction of and discharging
    this Indenture with respect to such series; provided, that the rights of
    Holders of the Securities to receive amounts in respect of Principal of and
    interest on the Securities held by them shall not be delayed longer than
    required by then-applicable mandatory rules or policies of any securities
    exchange upon which the Securities are listed. The Company agrees to reimburse
    the Trustee for any costs or expenses thereafter reasonably and properly
    incurred and to compensate the Trustee for any services thereafter reasonably
    and properly rendered by the Trustee in connection with this Indenture or
    the Securities of such series. 

      Section 8.02.
      Application by Trustee of Funds Deposited for Payment of Securities. Subject
      to Section 8.04, all moneys (including U.S. Government Obligations and
      the proceeds thereof) deposited with the Trustee pursuant to Section 8.01,
      Section 8.05 or Section 8.06 shall be held in trust and applied by it to
      the payment, either directly or through any paying agent to the Holders
      of the particular Securities of such series for the payment or redemption
      of which such moneys have been deposited with the Trustee, of all sums
      due and to become due thereon for Principal and interest; but such money
      need not be segregated from other funds except to the extent required by
      law. 

      Section 8.03.
      Repayment of Moneys Held by Paying Agent. In
      connection with the satisfaction and discharge of this Indenture with respect
      to Securities of any series, all moneys then held by any paying agent under
      the provisions of this 

 48














 Indenture with respect to such series of Securities
    shall, upon demand of the Company, be repaid to it or paid to the Trustee
    and thereupon such paying agent shall be released from all further liability
    with respect to such moneys. 

      Section 8.04.
      Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years. Any
      moneys deposited with or paid to the Trustee or any paying agent for the
      payment of the Principal of or interest on any Security of any series and
      not applied but remaining unclaimed for two years after the date upon which
      such Principal or interest shall have become due and payable, shall, upon
      the written request of the Company and unless otherwise required by mandatory
      provisions of applicable escheat or abandoned or unclaimed property law,
      be repaid to the Company by the Trustee for such series or such paying
      agent, and the Holder of the Security of such series shall, unless otherwise
      required by mandatory provisions of applicable escheat or abandoned or
      unclaimed property laws, thereafter look only to the Company for any payment
      which such Holder may be entitled to collect, and all liability of the
      Trustee or any paying agent with respect to such moneys shall thereupon
      cease. 

      Section 8.05.
      Defeasance and Discharge of Indenture. The
      Company shall be deemed to have paid and shall be discharged from any and
      all obligations in respect of the Securities of any series, on the 123rd
      day after the deposit referred to in clause (i) hereof has been made, and
      the provisions of this Indenture shall no longer be in effect with respect
      to the Securities of such series (and the Trustee, at the expense of the
      Company, shall execute proper instruments acknowledging the same), except
      as to: (a) rights of registration of transfer and exchange, and the Company’s
      right of optional redemption, (b) substitution of apparently mutilated,
      defaced, destroyed, lost or stolen Securities, (c) rights of holders to
      receive payments of principal thereof and interest thereon, upon the original
      stated due dates therefor (but not upon acceleration), (d) the rights,
      obligations and immunities of the Trustee hereunder and (e) the rights
      of the Securityholders of such series as beneficiaries hereof with respect
      to the property so deposited with the Trustee payable to all or any of
      them; provided that the following conditions shall have been satisfied: 


        (i) with
      reference to this provision the Company has deposited or caused to be irrevocably
      deposited with the Trustee (or another qualifying trustee satisfying the
      requirements of Section 7.11) as trust funds in trust, specifically pledged
      as security for, and dedicated solely to, the benefit of the Holders of
      the Securities of such series, (A) money in an amount, or (B) U.S. Government
      Obligations which through the payment of interest and principal in respect
      thereof in accordance with their terms will provide not later than one
      day before the due date of any payment referred to in subclause (x) or
      (y) of this clause (i) money in an amount, or (C) a combination thereof,
      sufficient, in the opinion of a nationally 



 49















   recognized firm of independent public accountants
      expressed in a written certification thereof delivered to the Trustee,
      to pay and discharge without consideration of the reinvestment of such
      interest and after payment of all federal, state and local taxes or other
      charges and assessments in respect thereof payable by the Trustee (x) the
      principal of, premium, if any, and each installment of interest on the
      outstanding Securities of such series on the due dates thereof and (y)
      any mandatory sinking fund payments or analogous payments applicable to
      the Securities of such series on the day on which such payments are due
      and payable in accordance with the terms of Securities of such series and
      the Indenture with respect to the Securities of such series; 

        (ii) the
      Company has delivered to the Trustee (A) either (x) an Opinion of Counsel
      to the effect that Holders of Securities of such series will not recognize
      income, gain or loss for federal income tax purposes as a result of the
      Company’s exercise of its option under this Section 8.05 and will
      be subject to federal income tax on the same amount and in the same manner
      and at the same times as would have been the case if such deposit, defeasance
      and discharge had not occurred, which Opinion of Counsel must be based
      upon a ruling of the Internal Revenue Service to the same effect or a change
      in applicable federal income tax law or related treasury regulations after
      the date of this Indenture or (y) a ruling directed to the Trustee received
      from the Internal Revenue Service to the same effect as the aforementioned
      Opinion of Counsel and (B) an Opinion of Counsel to the effect that the
      creation of the defeasance trust does not violate the Investment Company
      Act of 1940 and after the passage of 123 days following the deposit, the
      trust fund will not be subject to the effect of Section 547 of the U.S.
      Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law;

        (iii) immediately
      after giving effect to such deposit on a pro forma basis, no Event of Default,
      or event that after the giving of notice or lapse of time or both would
      become an Event of Default, shall have occurred and be continuing on the
      date of such deposit or during the period ending on the 123rd day after
      the date of such deposit, and such deposit shall not result in a breach
      or violation of, or constitute a default under, any other agreement or
      instrument to which the Company is a party or by which the Company is bound;

        (iv) if
      at such time the Securities of such series are listed on a national securities
      exchange, the Company has delivered to the Trustee an Opinion of Counsel
      to the effect that the Securities of such series will not be delisted as
      a result of such deposit, defeasance and discharge;



 50















        (v) the
      Company shall have delivered to the Trustee an Officers’ Certificate
      and an Opinion of Counsel, each stating that all conditions precedent to
      the defeasance and discharge under this Section have been complied with;
      and 

        (vi) if
      the Securities of such series are to be redeemed prior to the final maturity
      thereof (other than from mandatory sinking fund payments or analogous payments),
      notice of such redemption shall have been duly given pursuant to this Indenture
      or provision therefor satisfactory to the Trustee shall have been made. 



      Section 8.06.
      Defeasance of Certain Obligations. The
      Company may omit to comply with any term, provision or condition set forth
      in, and this Indenture will no longer be in effect with respect to, any
      covenant established pursuant to Section 2.03(r) and clause (c) (with respect
      to any covenants established pursuant to Section 2.03(r)) and clause (f)
      of Section 6.01 shall be deemed not to be an Event of Default, if

      (a) with
    reference to this Section 8.06, the Company has deposited or caused to be
    irrevocably deposited with the Trustee (or another qualifying trustee satisfying
    the requirements of Section 7.11) as trust funds in trust, specifically pledged
    as security for, and dedicated solely to, the benefit of the Holders of the
    Securities of such series and the Indenture with respect to the Securities
    of such series, (i) money in an amount or (ii) U.S. Government Obligations
    which through the payment of interest and principal in respect thereof in
    accordance with their terms will provide not later than one day before the
    due dates thereof or earlier redemption (irrevocably provided for under agreements
    satisfactory to the Trustee), as the case may be, of any payment referred
    to in subclause (x) or (y) of this clause (a) money in an amount, or (iii)
    a combination thereof, sufficient, in the opinion of a nationally recognized
    firm of independent public accountants expressed in a written certification
    thereof delivered to the Trustee, to pay and discharge without consideration
    of the reinvestment of such interest and after payment of all federal, state
    and local taxes or other charges and assessments in respect thereof payable
    by the Trustee (x) the principal of, premium, if any, and each installment
    of interest on the outstanding Securities on the due date thereof or earlier
    redemption (irrevocably provided for under arrangements satisfactory to the
    Trustee), as the case may be, and (y) any mandatory sinking fund payments
    or analogous payments applicable to the Securities of such series and the
    Indenture with respect to the Securities of such series on the day on which
    such payments are due and payable in accordance with the terms of the Indenture
    and of Securities of such series and the Indenture with respect to the Securities
    of such series; 

 51














      (b) the
    Company has delivered to the Trustee (i) an Opinion of Counsel to the effect
    that Holders of Securities of such series will not recognize income, gain
    or loss for federal income tax purposes as a result of the Company’s
    exercise of its option under this Section 8.06 and will be subject to federal
    income tax on the same amount and in the same manner and at the same times
    as would have been the case if such deposit and defeasance had not occurred
    and (ii) an Opinion of Counsel to the effect that the creation of the defeasance
    trust does not violate the Investment Company Act of 1940 and after the passage
    of 123 days following the deposit, the trust fund will not be subject to
    the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the
    New York Debtor and Creditor Law;

      (c) immediately
    after giving effect to such deposit on a pro forma basis, no Event of Default,
    or event that after the giving of notice or lapse of time or both would become
    an Event of Default, shall have occurred and be continuing on the date of
    such deposit or during the period ending on the 123rd day after the date
    of such deposit, and such deposit shall not result in a breach or violation
    of, or constitute a default under, any other agreement or instrument to which
    the Company is a party or by which the Company is bound;

      (d) if
    at such time the Securities of such series are listed on a national securities
    exchange, the Company has delivered to the Trustee an Opinion of Counsel
    to the effect that the Securities of such series will not be delisted as
    a result of such deposit, defeasance and discharge; and 

      (e) the
    Company shall have delivered to the Trustee an Officers’ Certificate
    and an Opinion of Counsel, each stating that all conditions precedent to
    the defeasance under this Section have been complied with. 

      Section 8.07.
      Reinstatement. If the Trustee or
      paying agent is unable to apply any monies or U.S. Government Obligations
      in accordance with Article 8 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 Company’s
      obligations under this Indenture and the Securities shall be revived and
      reinstated as though no deposit had occurred pursuant to this Article until
      such time as the Trustee or paying agent is permitted to apply all such
      monies or U.S. Government Obligations in accordance with Article 8; provided,
      however, that if the Company has
      made any payment of Principal of or interest on any Securities because
      of the reinstatement of its obligations, the Company shall be subrogated
      to the rights of the Holders of such Securities to receive such payment
      from the monies or U.S. Government Obligations held by the Trustee or paying
      agent. 

      Section 8.08. Indemnity. The
    Company shall pay and indemnify the Trustee (or other qualifying trustee,
    collectively for purposes of this Section 8.08 

 52














 and Section 8.02, the “Trustee”) against
    any tax, fee or other charge, imposed on or assessed against the U.S. Government
    Obligations deposited pursuant to Section 8.01, 8.05 or 8.06 or the principal
    or 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 Securities and
    any coupons appertaining thereto. 

      Section 8.09. Excess
      Funds. Anything in this Article
      8 to the contrary notwithstanding, the Trustee shall deliver or pay to
      the Company from time to time upon request of the Company, any money or
      U.S. Government Obligations (or other property and any proceeds therefrom)
      held by it as provided in Section 8.01, 8.05 or 8.06 which, in the opinion
      of a nationally recognized firm of Independent Public Accountants expressed
      in a written certification thereof delivered to the Trustee, are in excess
      of the amount thereof which would then be required to be deposited to effect
      a discharge or defeasance, as applicable, in accordance with this Article
      8. 

      Section 8.10. Qualifying
      Trustee. Any trustee appointed pursuant
      to Section 8.05 or 8.06 for the purpose of holding money or U.S. Government
      Obligations deposited pursuant to such Sections shall be appointed under
      an agreement in form acceptable to the Trustee and shall provide to the
      Trustee a certificate, upon which certificate the Trustee shall be entitled
      to conclusively rely, that all conditions precedent provided for herein
      to the related defeasance have been complied with. In no event shall the
      Trustee be liable for any acts or omissions of said trustee 

 ARTICLE 9

  AMENDMENTS, SUPPLEMENTS
  AND WAIVERS 

      Section 9.01.
      Without Consent of Holders. The
      Company and the Trustee may amend or supplement this Indenture or the Securities
      of any series without notice to or the consent of any Holder: 


        (a) to
      cure any ambiguity, defect or inconsistency in this Indenture; provided that such amendments or supplements shall not materially and adversely
      affect the interests of the Holders; 

       (b) to
      comply with Article 5;

        (c) to
      comply with any requirements of the Commission in connection with the qualification
      of this Indenture under the Trust Indenture Act; 



 53















        (d) to
      evidence and provide for the acceptance of appointment hereunder with respect
      to the Securities of any or all series by a successor Trustee 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 7.09; 

        (e) to
      establish the form or forms or terms of Securities of any series or of
      the coupons appertaining to such Securities as permitted by Section 2.03; 

        (f) to
      provide for uncertificated or Unregistered Securities and to make all appropriate
      changes for such purpose; and 

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



      Section 9.02.
      With Consent of Holders. Subject
      to Sections 6.04 and 6.07, without prior notice to any Holders, the Company
      and the Trustee may amend this Indenture and the Securities of any series
      with the written consent of the Holders of a majority in principal amount
      of the outstanding Securities of all series affected by such amendment
      (all such series voting as a separate class), and the Holders of a majority
      in principal amount of the outstanding Securities of all series affected
      thereby (all such series voting as a separate class) by written notice
      to the Trustee may waive future compliance by the Company with any provision
      of this Indenture or the Securities of such series. 

      Notwithstanding
    the provisions of this Section 9.02, without the consent of each Holder affected
    thereby, an amendment or waiver, including a waiver pursuant to Section 6.04,
    may not: 

      (a) change
    the stated maturity of the Principal of, or any sinking fund obligation or
    any installment of interest on, such Holder’s Security,

      (b) reduce
    the Principal amount thereof or the rate of interest thereon (including any
    amount in respect of original issue discount); 

      (c) reduce
    the above stated percentage of outstanding Securities the consent of whose
    holders is necessary to modify or amend the Indenture with respect to the
    Securities of the relevant series; and 

      (d) reduce
    the percentage in principal amount of outstanding Securities of the relevant
    series the consent of whose Holders is required for any supplemental indenture
    or for any waiver of compliance with certain provisions of 

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 this Indenture or certain Defaults and their
    consequences provided for in this Indenture. 

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

      It shall not be
    necessary for the consent of any Holder under this Section 9.02 to approve
    the particular form of any proposed amendment, supplement or waiver, but
    it shall be sufficient if such consent approves the substance thereof. 

      After an amendment,
    supplement or waiver under this Section 9.02 becomes effective, the Company
    shall give to the Holders affected thereby a notice briefly describing the
    amendment, supplement or waiver. The Company will mail supplemental indentures
    to Holders upon request. Any failure of the Company to mail such notice,
    or any defect therein, shall not, however, in any way impair or affect the
    validity of any such supplemental indenture or waiver. 

      Section 9.03.
      Revocation and Effect of Consent. Until
      an amendment or waiver becomes effective, a consent to it by a Holder is
      a continuing consent by the Holder and every subsequent Holder of a Security
      or portion of a Security that evidences the same debt as the Security of
      the consenting Holder, even if notation of the consent is not made on any
      Security. However, any such Holder or subsequent Holder may revoke the
      consent as to its Security or portion of its Security. Such revocation
      shall be effective only if the Trustee receives the notice of revocation
      before the date the amendment, supplement or waiver becomes effective.
      An amendment, supplement or waiver shall become effective with respect
      to any Securities affected thereby on receipt by the Trustee of written
      consents from the requisite Holders of outstanding Securities affected
      thereby. 

      The Company may,
    but shall not be obligated to, fix a record date (which may be not less than
    five nor more than 60 days prior to the solicitation of consents) for the
    purpose of determining the Holders of the Securities of any series affected
    entitled to consent to any amendment, supplement or waiver. If a record date
    is fixed, then, notwithstanding the immediately preceding paragraph, those
    Persons who were such Holders at such record date (or their duly designated
    proxies) and only those Persons shall be entitled to consent to such amendment,
    supplement or waiver or to revoke any consent previously given, whether or
    not such Persons continue to be such Holders after such record date. No such
    consent shall be valid or effective for more than 90 days after such record
    date. 

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      After an amendment,
    supplement or waiver becomes effective with respect to the Securities of
    any series affected thereby, it shall bind every Holder of such Securities
    unless it is of the type described in any of clauses (a) through (d) of Section
    9.02. In case of an amendment or waiver of the type described in clauses
    (a) through (d) of Section 9.02, the amendment or waiver shall bind each
    such Holder who has consented to it and every subsequent Holder of a Security
    that evidences the same indebtedness as the Security of the consenting Holder. 

      Section 9.04.
      Notation on or Exchange of Securities. If
      an amendment, supplement or waiver changes the terms of any Security, the
      Trustee may require the Holder thereof to deliver it to the Trustee. The
      Trustee may place an appropriate notation on the Security about the changed
      terms and return it to the Holder and the Trustee may place an appropriate
      notation on any Security of such series thereafter authenticated. Alternatively,
      if the Company or the Trustee so determines, the Company in exchange for
      the Security shall issue and the Trustee shall authenticate a new Security
      of the same series and tenor that reflects the changed terms. 

      Section 9.05.
      Trustee to Sign Amendments, Etc. The
      Trustee shall be entitled to receive, and shall be fully protected in relying
      upon, an Opinion of Counsel stating that the execution of any amendment,
      supplement or waiver authorized pursuant to this Article 9 is authorized
      or permitted by this Indenture, stating that all requisite consents have
      been obtained or that no consents are required and stating that such supplemental
      indenture constitutes the legal, valid and binding obligation of the Company,
      enforceable against the Company in accordance with its terms, subject to
      customary exceptions. The Trustee may, but shall not be obligated to, execute
      any such amendment, supplement or waiver that affects the Trustee’s
      own rights, duties or immunities under this Indenture or otherwise. 

      Section 9.06.
      Conformity with Trust Indenture Act. Every
      supplemental indenture executed pursuant to this Article 9 shall conform
      to the requirements of the Trust Indenture Act as then in effect. 

ARTICLE 10

  MISCELLANEOUS

      Section 10.01.
      Trust Indenture Act of 1939. This
      Indenture shall incorporate and be governed by the provisions of the Trust
      Indenture Act that are required to be part of and to govern indentures
      qualified under the Trust Indenture Act.

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      Section 10.02.
      Notices. Any notice or communication
      shall be sufficiently given if written and (a) if delivered in person when
      received or (b) if mailed by first class mail 5 days after mailing, or
      (c) as between the Company and the Trustee if sent by facsimile transmission,
      when transmission is confirmed, in each case addressed as follows: 

if to the Company:

  
     Charles River Laboratories International,
        Inc.

      251 Ballardvale Street

      Wilmington, MA 01887

      Telecopy: (978) 988-5665

      Attention: General Counsel 

  



if to the Trustee:

  
     JPMorgan Chase Bank, N.A

      227 West Monroe Street, Suite 2600

      Chicago, Illinois 60606

      Telecopy: (312) 267-5209

      Attention: Worldwide Securities Services 

  



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

      Any notice or communication
    shall be sufficiently given to Holders of any Unregistered Securities, by
    publication at least once in an Authorized Newspaper in The City of New York,
    or with respect to any Security the interest on which is based on the offered
    quotations in the interbank Eurodollar market for dollar deposits at least
    once in an Authorized Newspaper in London, and by mailing to the Holders
    thereof who have filed their names and addresses with the Trustee pursuant
    to Section 313(c)(2) of the Trust Indenture Act at such addresses as were
    so furnished to the Trustee and to Holders of Registered Securities by mailing
    to such Holders at their addresses as they shall appear on the Security Register.
    Notice mailed shall be sufficiently given if so mailed within the time prescribed.
    Copies of any such communication or notice to a Holder shall also be mailed
    to the Trustee and each Agent at the same time. 

      Failure to mail
    a notice or communication to a Holder or any defect in it shall not affect
    its sufficiency with respect to other Holders. Except as otherwise provided
    in this Indenture, if a notice or communication is mailed in the manner provided
    in this Section 10.02, it is duly given, whether or not the addressee receives
    it. 

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

      In case it shall
    be impracticable to give notice as herein contemplated, then such notification
    as shall be made with the approval of the Trustee shall constitute a sufficient
    notification for every purpose hereunder. 

      Section 10.03.
      Certificate and Opinion as to Conditions Precedent. Upon
      any request or application by the Company to the Trustee to take any action
      under this Indenture, the Company shall furnish to the Trustee: 


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

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



      Section 10.04.
      Statements Required in Certificate or Opinion. Each
      certificate or opinion with respect to compliance with a condition or covenant
      provided for in this Indenture (other than the certificate required by
      Section 4.04) shall include: 


        (a) a
      statement that each person 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 statement or opinion contained in such certificate or opinion
      is based; 

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

        (d) a
      statement as to whether or not, in the opinion of each such person, such
      condition or covenant has been complied with; provided,
      however, that, with respect to matters
      of fact, an Opinion of Counsel may rely on an Officers’ Certificate
      or certificates of public officials. 



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      Section 10.05.
      Evidence of Ownership. The Company,
      the Trustee and any agent of the Company or the Trustee may deem and treat
      the Holder of any Unregistered Security and the Holder of any coupon as
      the absolute owner of such Unregistered Security or coupon (whether or
      not such Unregistered Security or coupon shall be overdue) for the purpose
      of receiving payment thereof or on account thereof and for all other purposes,
      and neither the Company, the Trustee, nor any agent of the Company or the
      Trustee shall be affected by any notice to the contrary. The fact of the
      holding by any Holder of an Unregistered Security, and the identifying
      number of such Security and the date of his holding the same, may be proved
      by the production of such Security or by a certificate executed by any
      trust company, bank, banker or recognized securities dealer wherever situated
      satisfactory to the Trustee, if such certificate shall be deemed by the
      Trustee to be satisfactory. Each such certificate shall be dated and shall
      state that on the date thereof a Security bearing a specified identifying
      number was deposited with or exhibited to such trust company, bank, banker
      or recognized securities dealer by the person named in such certificate.
      Any such certificate may be issued in respect of one or more Unregistered
      Securities specified therein. The holding by the person named in any such
      certificate of any Unregistered Securities specified therein shall be presumed
      to continue for a period of one year from the date of such certificate
      unless at the time of any determination of such holding (1) another certificate
      bearing a later date issued in respect of the same Securities shall be
      produced or (2) the Security specified in such certificate shall be produced
      by some other Person, or (3) the Security specified in such certificate
      shall have ceased to be outstanding. Subject to Article 7, the fact and
      date of the execution of any such instrument and the amount and numbers
      of Securities held by the Person so executing such instrument may also
      be proven in accordance with such reasonable rules and regulations as may
      be prescribed by the Trustee or in any other manner which the Trustee may
      deem sufficient. 

      The Company, the
    Trustee and any agent of the Company or the Trustee may deem and treat the
    person in whose name any Registered Security shall be registered upon the
    Security Register for such series as the absolute owner of such Registered
    Security (whether or not such Registered Security shall be overdue and notwithstanding
    any notation of ownership or other writing thereon) for the purpose of receiving
    payment of or on account of the Principal of and, subject to the provisions
    of this Indenture, interest on such Registered Security and for all other
    purposes; and neither the Company nor the Trustee nor any agent of the Company
    or the Trustee shall be affected by any notice to the contrary. 

      Section 10.06.
      Rules by Trustee, Paying Agent or Registrar. The
      Trustee may make reasonable rules for action by or at a meeting of Holders.
      The Paying Agent or Registrar may make reasonable rules for its functions. 

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      Section 10.07.
      Payment Date Other Than a Business Day. Except
      as otherwise provided with respect to a series of Securities, if any date
      for payment of Principal or interest on any Security shall not be a Business
      Day at any place of payment, then payment of Principal of or interest on
      such Security, as the case may be, need not be made on such date, but may
      be made on the next succeeding Business Day at any place of payment with
      the same force and effect as if made on such date and no interest shall
      accrue in respect of such payment for the period from and after such date. 

      Section 10.08.
      Governing Law. The laws of the State
      of New York shall govern this Indenture and the Securities. 

      Section 10.09.
      No Adverse Interpretation of Other Agreements. This
      Indenture may not be used to interpret another indenture or loan or debt
      agreement of the Company or any Subsidiary of the Company. Any such indenture
      or agreement may not be used to interpret this Indenture. 

      Section 10.10.
      Successors. All agreements of the
      Company in this Indenture and the Securities shall bind its successors.
      All agreements of the Trustee in this Indenture shall bind its successors. 

      Section 10.11.
      Duplicate Originals. The parties
      may sign any number of copies of this Indenture. Each signed copy shall
      be an original, but all of them together represent the same agreement. 

      Section 10.12.
      Separability. In case any provision
      in this Indenture or in the Securities shall be invalid, illegal or unenforceable,
      the validity, legality and enforceability of the remaining provisions shall
      not in any way be affected or impaired thereby. 

      Section 10.13.
      Table of Contents, Headings, Etc. The
      Table of Contents and headings of the Articles and Sections of this Indenture
      have been inserted for convenience of reference only, are not to be considered
      a part hereof and shall in no way modify or restrict any of the terms and
      provisions hereof. 

      Section 10.14.
      Incorporators, Stockholders, Officers and Directors of Company Exempt from
      Individual Liability. No recourse
      under or upon any obligation, covenant or agreement contained in this Indenture
      or any indenture supplemental hereto, or in any Security or any coupons
      appertaining thereto, or because of any indebtedness evidenced thereby,
      shall be had against any incorporator, as such or against any past, present
      or future stockholder, officer, director or employee, as such, of the Company
      or of any successor, either directly or through the Company or any successor,
      under any rule of law, statute or constitutional provision or by the enforcement
      of any assessment or by any legal or equitable proceeding or otherwise,
      all such liability being expressly waived and

 60














 released by the acceptance of the Securities
    and the coupons appertaining thereto by the holders thereof and as part of
    the consideration for the issue of the Securities and the coupons appertaining
    thereto. 

      Section
        10.15. Judgment Currency. The
        Company agrees, to the fullest extent that it may effectively do so under
        applicable law, that (a) if for the purpose of obtaining judgment in
        any court it is necessary to convert the sum due in respect of the Principal
        of or interest on the Securities of any series (the “Required
        Currency”) into a currency in which a judgment will be rendered
        (the “Judgment Currency”), the rate of exchange used
        shall be the rate at which in accordance with normal banking procedures
        the Trustee could purchase in The City of New York the Required Currency
        with the Judgment Currency on the day on which final unappealable judgment
        is entered, unless such day is not a Business Day, then, to the extent
        permitted by applicable law, the rate of exchange used shall be the rate
        at which in accordance with normal banking procedures the Trustee could
        purchase in The City of New York the Required Currency with the Judgment
        Currency on the Business Day preceding the day on which final unappealable
        judgment is entered and (b) its obligations under this Indenture to make
        payments in the Required Currency (i) shall not be discharged or satisfied
        by any tender, or any recovery pursuant to any judgment (whether or not
        entered in accordance with subsection (a)), in any currency other than
        the Required Currency, except to the extent that such tender or recovery
        shall result in the actual receipt, by the payee, of the full amount
        of the Required Currency expressed to be payable in respect of such payments,
        (ii) shall be enforceable as an alternative or additional cause of action
        for the purpose of recovering in the Required Currency the amount, if
        any, by which such actual receipt shall fall short of the full amount
        of the Required Currency so expressed to be payable and (iii) shall not
        be affected by judgment being obtained for any other sum due under this
        Indenture. 

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  SIGNATURES

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

	(SEAL) 	CHARLES RIVER LABORATORIES 
		 	INTERNATIONAL, INC. 
	Attest: 	 	as the Company 




	 	By: 	 	
	
			

    
			 	Name: 
			 	Title: 




	(SEAL) 	JPMORGAN CHASE BANK, N.A., 
		 	as the Trustee 
	Attest: 	 	 	
		By:	 	 
	

    			

    
		 	 	Name: 
		 	 	Title: 




 62














	STATE OF 	 	) 
		 	: ss 
	COUNTY OF 	 	) 




      BEFORE ME, the
    undersigned authority, on this __ day of ____________ , 20___, personally
    appeared ____________ , ____________ of Charles River Laboratories International,
    Inc., a Delaware corporation, known to me (or proved to me by introduction
    upon the oath of a person known to me) to be the person and officer whose
    name is subscribed to the foregoing instrument, and acknowledged to me that
    he/she executed the same as the act of such corporation for the purposes
    and consideration herein expressed and in the capacity therein stated. 

      GIVEN UNDER MY
    HAND AND SEAL THIS __ DAY OF______, 20__.

(SEAL)

	 	

	 	NOTARY PUBLIC, STATE
        OF_______________ 
	 	Print Name:_______________________________ 
	 	Commission Expires:_______________________




	STATE OF 	 	) 
		 	: ss 
	COUNTY OF 	 	) 




      BEFORE ME, the
    undersigned authority, on this ____ day of __________ , 20__, personally
    appeared _________________ , _______________

  of                                ,
  a national banking association, known to me (or proved to me by introduction
  upon the oath of a person known to me) to be the person and officer whose name
  is subscribed to the foregoing instrument, and acknowledged to me that he/she
  executed the same as the act of such association for the purposes and consideration
  herein expressed and in the capacity therein stated. 

      GIVEN UNDER MY
    HAND AND SEAL THIS ___ DAY OF______, 20__. 

(SEAL)

	 	

	 	NOTARY PUBLIC, STATE
        OF________________ 




 63














	 	Print Name:_______________________________ 
	 	Commission Expires:_______________________




 64