Exhibit 4.5 





CHARLES RIVER LABORATORIES
        INTERNATIONAL, INC.



  as the Company 



  and 



  JPMORGAN CHASE BANK, N.A. 

as Trustee

  

 

Subordinated 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 	 	8 
	Section 1.03. 	 	Incorporation
            by Reference of Trust Indenture Act 	 	8 
	Section 1.04. 	 	Rules of Construction 	 	9 
	 	 	 	 	 
	 	 	ARTICLE 2 	 	 
	 	 	THE SECURITIES	 	 
	 	 	 	 	 
	Section 2.01. 	 	Form and Dating 	 	9 
	Section 2.02. 	 	Execution And
            Authentication 	 	10 
	Section 2.03. 	 	Amount Unlimited;
            Issuable in Series 	 	12 
	Section 2.04. 	 	Denomination
            and Date of Securities; Payments of Interest 	 	15 
	Section 2.05. 	 	Registrar and
            Paying Agent; Agents Generally 	 	15 
	Section 2.06. 	 	Paying Agent
            to Hold Money in Trust 	 	16 
	Section 2.07. 	 	Transfer and
            Exchange 	 	17 
	Section 2.08. 	 	Replacement
            Securities 	 	20 
	Section 2.09. 	 	Outstanding
            Securities 	 	21 
	Section 2.10. 	 	Temporary Securities 	 	22 
	Section 2.11. 	 	Cancellation 	 	22 
	Section 2.12. 	 	CUSIP Numbers 	 	23 
	Section 2.13. 	 	Defaulted Interest 	 	23 
	Section 2.14. 	 	Series May
            Include Tranches 	 	23 





	 	 	ARTICLE 3 	 	 
	 	 	REDEMPTION 	 	 
	Section 3.01. 	 	Applicability
            of Article 	 	24 
	Section 3.02. 	 	Notice of Redemption;
            Partial Redemptions 	 	24 
	Section 3.03. 	 	Payment Of
            Securities Called For Redemption 	 	26 
	Section 3.04. 	 	Exclusion
            of Certain Securities from Eligibility for Selection 
	                 	 	 for Redemption 	 	27 
	Section 3.05. 	 	Mandatory and
            Optional Sinking Funds 	 	27 
	 	 	 	 	 
	 	 	ARTICLE 4 	 	 
	 	 	COVENANTS 	 	 
	 	 	 	 	 
	Section 4.01. 	 	Payment of
            Securities 	 	30 
	 	 	 	 	 
	 	 	i 	 	 


















	Section 4.02. 	 	Maintenance
            of Office or Agency 	 	31 
	Section 4.03. 	 	Securityholders’ Lists 	 	32 
	Section 4.04. 	 	Certificate
            to Trustee 	 	32 
	Section 4.05. 	 	Reports by
            the Company 	 	32 
	Section 4.06. 	 	Additional
            Amounts 	 	32 
	 	 	 	 	 
	 	 	ARTICLE 5 	 	 
	 	 	SUCCESSOR CORPORATION 	 	 
	 	 	 	 	 
	Section 5.01. 	 	When Company
            May Merge, Etc 	 	33 
	Section 5.02. 	 	Successor Substituted 	 	34 
	 	 	 	 	 
	 	 	ARTICLE 6 	 	 
	 	 	DEFAULT AND REMEDIES 	 	 
	 	 	 	 	 
	Section 6.01. 	 	Events of Default 	 	34 
	Section 6.02. 	 	Acceleration 	 	35 
	Section 6.03. 	 	Other Remedies 	 	36 
	Section 6.04. 	 	Waiver of Past
            Defaults 	 	37 
	Section 6.05. 	 	Control by
            Majority 	 	37 
	Section 6.06. 	 	Limitation
            on Suits 	 	37 
	Section 6.07. 	 	Rights of Holders
            to Receive Payment 	 	38 
	Section 6.08. 	 	Collection
            Suit by Trustee 	 	38 
	Section 6.09. 	 	Trustee May
            File Proofs of Claim 	 	38 
	Section 6.10. 	 	Application
            of Proceeds 	 	39 
	Section 6.11. 	 	Restoration
            of Rights and Remedies 	 	40 
	Section 6.12. 	 	Undertaking
            for Costs 	 	40 
	Section 6.13. 	 	Rights and
            Remedies Cumulative 	 	40 
	Section 6.14. 	 	Delay or Omission
            not Waiver 	 	41 





	 	 	ARTICLE 7 	 	 
	 	 	TRUSTEE	 	 
	Section 7.01. 	 	General 	 	41 
	Section 7.02. 	 	Certain Rights
            of Trustee 	 	41 
	Section 7.03. 	 	Individual
            Rights of Trustee 	 	43 
	Section 7.04. 	 	Trustee's Disclaimer 	 	44 
	Section 7.05. 	 	Notice of Default 	 	44 
	Section 7.06. 	 	Reports by
            Trustee to Holders 	 	44 
	Section 7.07. 	 	Compensation
            and Indemnity 	 	44 
	Section 7.08. 	 	Replacement
            of Trustee 	 	45 
	Section 7.09. 	 	Acceptance
            of Appointment by Successor 	 	46 
	Section 7.10. 	 	Successor Trustee
            By Merger, Etc 	 	47 
	Section 7.11. 	 	Eligibility 	 	48 
	Section 7.12. 	 	Money Held
            in Trust 	 	48 
	 	 	 	 	 
	 	 	ii	 	 


















	 	 	ARTICLE 8 	 	 
	 	 	SATISFACTION AND
        DISCHARGE OF INDENTURE; UNCLAIMED
        MONEYS	 	 
	 	 	 	 	 
	Section 8.01. 	 	Satisfaction
            and Discharge of Indenture 	 	48 
	Section 8.02. 	 	Application
            by Trustee of Funds Deposited for Payment of 	 	 
	                   	 	Securities 	 	49 
	Section 8.03. 	 	Repayment of
            Moneys Held by Paying Agent 	 	49 
	Section 8.04. 	 	Return of Moneys
            Held by Trustee and Paying Agent 	 	
	                   	 	Unclaimed for
            Two Years 	 	50 
	Section 8.05. 	 	Defeasance
            and Discharge of Indenture 	 	50 
	Section 8.06. 	 	Defeasance
            of Certain Obligations 	 	52 
	Section 8.07. 	 	Reinstatement 	 	53 
	Section 8.08. 	 	Indemnity 	 	53 
	Section 8.09. 	 	Excess Funds 	 	54 
	Section 8.10. 	 	Qualifying
            Trustee 	 	54 
	 	 	 	 	 
	 	 	ARTICLE 9 	 	 
	 	 	AMENDMENTS, SUPPLEMENTS
        AND WAIVERS	 	 
	 	 	 	 	 
	Section 9.01. 	 	Without Consent
            of Holders 	 	54 
	Section 9.02. 	 	With Consent
            of Holders 	 	55 
	Section 9.03. 	 	Revocation
            and Effect of Consent 	 	56 
	Section 9.04. 	 	Notation on
            or Exchange of Securities 	 	57 
	Section 9.05. 	 	Trustee to
            Sign Amendments, Etc 	 	57 
	Section 9.06. 	 	Conformity
            with Trust Indenture Act 	 	57 
	 	 	 	 	 
	 	 	ARTICLE 10 	 	 
	 	 	MISCELLANEOUS	 	 
	 	 	 	 	 
	Section 10.01. 	 	 Trust
            Indenture Act of 1939 	 	57 
	Section 10.02. 	 	 Notices 	 	57 
	Section 10.03. 	 	 Certificate
            and Opinion as to Conditions Precedent 	 	59 
	Section 10.04. 	 	 Statements
            Required in Certificate or Opinion 	 	59 
	Section 10.05. 	 	 Evidence
            of Ownership 	 	59 
	Section 10.06. 	 	 Rules
            by Trustee, Paying Agent or Registrar 	 	60 
	Section 10.07. 	 	 Payment
            Date Other Than a Business Day 	 	60 
	Section 10.08. 	 	 Governing
            Law 	 	61 
	Section 10.09. 	 	 No Adverse
            Interpretation of Other Agreements 	 	61 
	Section 10.10. 	 	 Successors 	 	61 
	Section 10.11. 	 	 Duplicate
            Originals 	 	61 
	Section 10.12. 	 	 Separability 	 	61 
	Section 10.13. 	 	 Table
            of Contents, Headings, Etc 	 	61 
	Section 10.14. 	 	 Incorporators,
            Stockholders, Officers and Directors of 	 	 
	 	 	Company Exempt
            from Individual Liability 	 	61
	 	 	 	 	 


iii

  

  

  

  










	Section 10.15. 	 	Judgment Currency 	 	61 
	 	 	ARTICLE 11	 	 
	 	 	SUBORDINATION OF SECURITIES	 	 
	Section 11.01. 	 	Agreement to
            Subordinate 	 	62 
	Section 11.02. 	 	Payments to
            Securityholders 	 	62 
	Section 11.03. 	 	Subrogation
            of Securities 	 	64 
	Section 11.04. 	 	Authorization
            by Securityholders 	 	65 
	Section 11.05. 	 	Notice to Trustee 	 	66 
	Section 11.06. 	 	Trustee’s
            Relation to Senior Indebtedness 	 	67 
	Section 11.07. 	 	No Impairment
            of Subordination 	 	67 
	 	 	 	 	
	SIGNATURES 	 	 	 	





 iv 














      SUBORDINATED
      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 subordinated
      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.

      “Bank
        Credit Agreement” means each of (i) the Amended and Restated
        Credit Agreement dated as of December 20, 2005 among the Company, the
        subsidiary borrowers named therein, the Banks named on the signature
        pages thereof and JPMorgan Chase Bank, N.A. as administrative agent,
        as such Agreement has been and may be amended, restated, supplemented
        or otherwise modified from time to time and (ii) the Credit Agreement
        dated as of July 27, 2005 among the Company, Bank of America, N.A., as
        administrative agent and the lenders named therein, as such Agreement
        has been and may be amended, restated, supplemented or otherwise modified
        from time to time, and includes any agreement extending the maturity
        of, or restructuring (including, but not limited to, the inclusion of
        additional borrowers thereunder that are Subsidiaries of the Company
        and whose obligations are guaranteed by the Company thereunder) all or
        any portion of, the Debt under such Agreements or any successor agreements
        and includes any agreement with one or more banks or other lending institutions
        refinancing all or any portion of the Debt under such Agreement or any
        successor agreements.  

      “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. 

 2 














       “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. 

      “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. 

 3 














      “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. 

      “Designated
        Senior Indebtedness” means (i) Debt under the Bank Credit Agreements
        and (ii) Debt constituting Senior Indebtedness which, at the time of
        its determination, (A) has an aggregate principal amount of at least
        $30 million and (B) is specifically designated in the instrument evidencing
        such Senior Indebtedness as “Designated Senior Indebtedness” by
        the Company. 

      “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
      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. 

 4 














      “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. 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. 

 5 














      “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. 

      “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.      

      “Senior
        Indebtedness” means the principal of (and premium, if any) and
        interest on all Debt of the Company whether created, incurred or assumed
        before, 

 6 














 on or after the date of this Indenture; provided
    that such Senior Indebtedness shall not include (i) Debt of the Company that,
    when incurred and without respect to any election under Section 1111(b) of
    Title 11, U.S. Code, was without recourse, (ii) any other Debt of the Company
    which by the terms of the instrument creating or evidencing the same are
    specifically designated as not being senior in right of payment to the Securities,
    and in particular the Securities shall rank pari passu with all other debt
    securities and guarantees issued to any trust, partnership or other entity
    affiliated with the Company which is a financing vehicle of the Company in
    connection with an issuance of preferred securities by such financing entity
    and (iii) redeemable stock of the Company. 

      “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. 

      “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 

7 














 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 	
	Payment Blockage Period 	 	11.02 	
	record date 	 	2.04 	
	Registrar 	 	2.05 	
	Required Currency 	 	10.15 	(a) 
	Security Register 	 	2.05 	
	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: 

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      “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. 



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 

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 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 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, 



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   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 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) 

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 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 and shall be subordinated to the Senior
      Indebtedness pursuant to the provisions of Article 11 hereof. 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); 

      (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; 

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      (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; 

      (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 

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 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 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 

 14 














 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. 

      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 

 15 














 “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 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 

 16 














 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 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. 

 17 














      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, 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.

 18 














      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.



      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. 

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      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 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.

 20 














      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 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

 21 














 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 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

 22 














 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 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 

 23 














 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 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. 

 24 














      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 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 

 25 














 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 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 

 26 














 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)
      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 

 27 














 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 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 

 28 














 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 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 

 29 














 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 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 

 30 














 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 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. 

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      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. 

      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 

 32 














 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 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 

 33 














 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 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; 

 34 














      (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 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 

 35 














 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. 

      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. 

 36 














      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 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; 



 37 















        (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 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 

38 














 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:
      Subject to Article 11, in case the principal of the Securities of such
      series in respect of which moneys have been collected shall not have become
      and be then due and payable, to the payment of interest on the Securities
      of such series in default in the order of the maturity of the installments
      of such interest, with interest (to the extent that such interest has been
      collected by the Trustee) upon the overdue installments of interest at
      the same rate as the rate of interest or Yield to Maturity (in the case
      of Original Issue Discount Securities) specified in such Securities, such
      payments to be made ratably to the persons entitled thereto, without discrimination
      or preference; 

        THIRD:
      Subject to Article 11, 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 



 39 















   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.

      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 

 40 














 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 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 



41 















   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 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, 



 42 















   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, 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. 

 43 














      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. 

      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 

 44 














 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 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 

 45 














 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 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 

 46 














 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. 

      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 

 47 














 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 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 

 48 














 redemption as the case may be, and
    if, in any such case, the Company is not prohibited from making payments
    in respect of the Securities by Article 11 hereof and 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. Funds and U.S. Government Obligations held in trust under Section
      8.01, 8.05 or 8.06 shall not be subject to the claims of the holders of
      Senior Indebtedness under Article 11. 

      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 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. 

 49 














      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 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 



 50 















   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;

        (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 



 51 















        (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; 

      (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 

 52














 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 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. 

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      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; 

        (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; 



 54 















        (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 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, 

 55 














 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. 

      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. 

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      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.

      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: 

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	 	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. 

      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. 

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      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. 



      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 

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 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. 

      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. 

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      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
      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 

 61 














 “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. 

 ARTICLE 11 

  SUBORDINATION OF SECURITIES 

      Section
      11.01. Agreement to Subordinate. The
      Company covenants and agrees, and each Holder of Securities issued hereunder
      by his acceptance thereof likewise covenants and agrees, that all Securities
      shall be issued subject to the provisions of this Article; and each person
      holding any Security, whether upon original issue or upon transfer, assignment
      or exchange thereof accepts and agrees that the Principal of and interest
      on all Securities issued hereunder shall, to the extent and in the manner
      herein set forth, be subordinated and subject in right of payment to the
      prior payment in full of all Senior Indebtedness. 

      Section
      11.02. Payments to Securityholders. No
      payments on account of Principal of or interest on the Securities shall
      be made if at the time of such payment or immediately after giving effect
      thereto there shall exist a default in any payment with respect to any
      Senior Indebtedness, and such default shall not have been cured or waived
      or shall not have ceased to exist. In addition, during the continuance
      of any default (other than a payment default) with respect to Designated
      Senior Indebtedness pursuant to which the maturity thereof may be accelerated,
      from and after the date of receipt by the Trustee of written notice from
      the holders of such Designated Senior Indebtedness or from an agent of
      such holders, stating that such default has occurred and is continuing,
      no payments on 

 62 














 account of Principal or interest in
    respect of the Securities may be made by the Company for a period (“Payment
    Blockage Period”) commencing on the date of delivery of such notice
    and ending 179 days thereafter (unless such Payment Blockage Period shall
    be terminated by written notice to the Trustee from the holders of such Designated
    Senior Indebtedness or from an agent of such holders, or such default has
    been cured or waived or has ceased to exist). Only one Payment Blockage Period
    may be commenced with respect to the Securities during any period of 360
    consecutive days. No Event of Default which existed or was continuing on
    the date of the commencement of any Payment Blockage Period with respect
    to the Designated Senior Indebtedness initiating such Payment Blockage Period
    shall be or be made the basis for the commencement of any subsequent Payment
    Blockage Period by the holders of such Designated Senior Indebtedness, unless
    such Event of Default shall have been cured or waived for a period of not
    less than 90 consecutive days. 

      Upon
    any payment or distribution of assets of the Company of any kind or character,
    whether in cash, property or securities, to creditors upon any liquidation,
    dissolution, winding up, receivership, reorganization, assignment for the
    benefit of creditors, marshalling of assets and liabilities or any bankruptcy,
    insolvency or similar proceedings of the Company, all amounts due or to become
    due upon all Senior Indebtedness shall first be paid in full, in cash or
    cash equivalents, or payment thereof provided for in accordance with its
    terms, before any payment is made on account of the Principal of, or interest
    on the indebtedness evidenced by the Securities, and upon any such liquidation,
    dissolution, winding up, receivership, reorganization, assignment, marshalling
    or proceeding, any payment or distribution of assets of the Company of any
    kind or character, whether in cash, property or securities, to which the
    Holders of the Securities or the Trustee under this Indenture would be entitled,
    except for the provisions hereof, shall be paid by the Company or by any
    receiver, trustee in bankruptcy, liquidating trustee, agent or other Person
    making such payment or distribution, directly to the holders of Senior Indebtedness
    (pro rata to such holders on the basis of the respective amounts of Senior
    Indebtedness held by such holders) or their respective representatives, or
    to the trustee or trustees under any indenture pursuant to which any instruments
    evidencing any of such Senior Indebtedness may have been issued, as their
    respective interests may appear, to the extent necessary to pay all Senior
    Indebtedness in full (including, without limitation, except to the extent,
    if any, prohibited by mandatory provisions of law, post-petition interest,
    in any such proceedings), after giving effect to any concurrent payment or
    distribution to or for the holders of Senior Indebtedness, before any payment
    or distribution is made to the holders of the indebtedness evidenced by the
    Securities or to the Trustee under this Indenture. 

      In the
    event that, notwithstanding the foregoing, any payment or distribution of
    assets of the Company of any kind or character, whether in cash, 

 63 














 property or securities, prohibited
    by the foregoing, shall be received by the Trustee under this Indenture or
    the Holders of the Securities before all Senior Indebtedness is paid in full
    or provision is made for such payment in accordance with its terms, such
    payment or distribution shall be held in trust for the benefit of and shall
    be paid over or delivered to the holders of such Senior Indebtedness or their
    respective representatives, or to the trustee or trustees under any indenture
    pursuant to which any instruments evidencing any of such Senior Indebtedness
    may have been issued, as their respective interests may appear, for application
    to the payment of all Senior Indebtedness remaining unpaid until all such
    Senior Indebtedness shall have been paid in full in accordance with its terms,
    after giving effect to any concurrent payment or distribution to or for the
    holders of such Senior Indebtedness. 

      For
    purposes of this Article, the words, “cash, property or securities” shall
    not be deemed to include shares of stock of the Company as reorganized or
    readjusted, or securities of the Company or any other corporation provided
    for by a plan of arrangement, reorganization or readjustment, the payment
    of which is subordinated (at least to the extent provided in this Article
    with respect to the Securities) to the payment of all Senior Indebtedness
    which may at the time be outstanding; provided,
    that (i) the Senior Indebtedness is assumed by the new corporation, if any,
    resulting from any such arrangement, reorganization or readjustment, and
    (ii) the rights of the holders of the Senior Indebtedness are not, without
    the consent of such holders, altered by such arrangement, reorganization
    or readjustment. The consolidation of the Company with, or the merger of
    the Company into, another corporation or the liquidation or dissolution of
    the Company following the sale, conveyance or transfer of all or substantially
    all of its property and assets to another corporation upon the terms and
    conditions provided in Article 5 shall not be deemed
    a dissolution, winding-up, liquidation or reorganization for the purposes
    of this Section if such other corporation shall, as a part of such consolidation,
    merger, sale, conveyance or transfer, comply with the conditions stated in Article
    5.
    Nothing in this Section shall apply to claims of, or payments to, the Trustee
    under or pursuant to Article 7. This Section shall be subject
    to the further provisions of Section 11.05. 

      Section
      11.03. Subrogation of Securities. Subject
      to the payment in full of all Senior Indebtedness, the Holders of the Securities
      shall be subrogated to the rights of the holders of Senior Indebtedness
      to receive payments or distributions of cash, property or securities of
      the Company applicable to the Senior Indebtedness until the principal of
      and interest on the Securities shall be paid in full; and, for the purposes
      of such subrogation, no payments or distributions to the holders of the
      Senior Indebtedness of any cash, property or securities to which the Holders
      of the Securities or the Trustee on their behalf would be entitled except
      for the provisions of this Article, and no payment over pursuant to the
      provisions 

 64 














 of this Article to the holders of
    Senior Indebtedness by Holders of the Securities or the Trustee on their
    behalf shall, as between the Company, its creditors other than holders of
    Senior Indebtedness and the Holders of the Securities, be deemed to be a
    payment by the Company to or on account of the Senior Indebtedness; and no
    payments or distributions of cash, property or securities to or for the benefit
    of the Securityholders pursuant to the subrogation provision of this Article,
    which would otherwise have been paid to the holders of Senior Indebtedness
    shall be deemed to be a payment by the Company to or for the account of the
    Securities. It is understood that the provisions of this Article are and
    are intended solely for the purpose of defining the relative rights of the
    holders of the Securities, on the one hand, and the Holders of the Senior
    Indebtedness, on the other hand. 

      Nothing
    contained in this Article or elsewhere in this Indenture or in the Securities
    is intended to or shall impair, as between the Company, its creditors other
    than the holders of Senior Indebtedness, and the Holders of the Securities,
    the obligation of the Company, which is absolute and unconditional, to pay
    to the Holders of the Securities the Principal of and interest on the Securities
    as and when the same shall become due and payable in accordance with their
    terms, or is intended to or shall affect the relative rights of the Holders
    of the Securities and creditors of the Company other than the holders of
    the Senior Indebtedness, nor shall anything herein or therein prevent the
    Holder of any Security or the Trustee on his behalf from exercising all remedies
    otherwise permitted by applicable law upon default under this Indenture,
    subject to the rights, if any, under this Article of the holders of Senior
    Indebtedness in respect of cash, property or securities of the Company received
    upon the exercise of any such remedy. 

      Upon
    any payment or distribution of assets of the Company referred to in this
    Article, the Trustee, subject to the provisions of Sections 7.01 and
    7.02, and the
    holders of the Securities shall be entitled to rely upon any order or decree
    made by any court of competent jurisdiction in which such liquidation, dissolution,
    winding up, receivership, reorganization, assignment or marshalling proceedings
    are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating
    trustee, agent or other person making such payment or distribution, delivered
    to the Trustee or to the Holders of the Securities, for the purpose of ascertaining
    the Persons entitled to participate in such distribution, the holders of
    the Senior Indebtedness and other indebtedness of the Company, the amount
    thereof or payable thereon, the amount or amounts paid or distributed thereon
    and all other facts pertinent thereto or to this Article. 

      Section
      11.04. Authorization by Securityholders. Each
      Holder of a Security by his acceptance thereof authorizes the Trustee in
      his behalf to take such action as may be necessary or appropriate to effectuate
      the subordination 

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 provided in this Article and appoints
    the Trustee his attorney-in-fact for any and all such purposes. 

      Section
      11.05. Notice to Trustee. The
      Company shall give prompt written notice to the Trustee and to any paying
      agent of any fact known to the Company which would prohibit the making
      of any payment of moneys to or by the Trustee or any paying agent in respect
      of the Securities pursuant to the provisions of this Article or would end
      such prohibition. Regardless of anything to the contrary contained in this
      Article or elsewhere in this Indenture, the Trustee shall not be charged
      with knowledge of the existence of any Senior Indebtedness or of any default
      or event of default with respect to any Senior Indebtedness or of any other
      facts which would prohibit the making of any payment of moneys to or by
      the Trustee or which would end such prohibition, unless and until the Trustee
      shall have received notice in writing at its principal Corporate Trust
      Office to that effect signed by an officer of the Company, or by a holder
      or agent of a holder of Senior Indebtedness or by the trustee under any
      indenture pursuant to which Senior Indebtedness shall be outstanding, who
      shall have been certified by the Company or otherwise established to the
      reasonable satisfaction of the Trustee to be such holder or agent or trustee,
      and, prior to the receipt of any such written notice, the Trustee shall,
      subject to Sections 7.01 and 7.02, be entitled
      to assume that no such facts exist; provided that if on a date at least
      three Business Days prior to the date upon which by the terms hereof any
      such moneys shall become payable for any purpose (including, without limitation,
      the payment of the Principal of, or interest on any Security) the Trustee
      shall not have received with respect to such moneys the notice of prohibition
      provided for in this Section, then, regardless of anything herein to the
      contrary, the Trustee shall have full power and authority to receive such
      moneys and to apply the same to the purpose for which they were received,
      and shall not be affected by any notice to the contrary which may be received
      by it on or after such prior date. 

      Regardless
    of anything to the contrary herein, nothing shall prevent (a) any payment
    by the Company or the Trustee to the Securityholders of amounts in connection
    with a redemption of Securities if (i) notice of such redemption has been
    given pursuant to Article 3 prior to the receipt by the
    Trustee of written notice of prohibition as aforesaid, and (ii) such notice
    of redemption is given not earlier than 60 days before the redemption date,
    or (b) any payment by the Trustee to the Securityholders of amounts deposited
    with it pursuant to Sections 8.01, 8.05 or 8.06.

      The
    Trustee shall be entitled to rely on the delivery to it of a written notice
    by a Person representing himself to be a holder of Senior Indebtedness (or
    a trustee or agent on behalf of such holder) to establish that such notice
    has been 

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 given by a holder of Senior Indebtedness
    or a trustee or agent on behalf of any such holder. In the event that the
    Trustee determines in good faith that further evidence is required with respect
    to the right of any Person as a holder of Senior Indebtedness to participate
    in any payment or distribution pursuant to this Article, the Trustee may
    request such Person to furnish evidence to the reasonable satisfaction of
    the Trustee as to the amount of Senior Indebtedness held by such Person,
    the extent to which such Person is entitled to participate in such payment
    or distribution and any other facts pertinent to the rights of such Person
    under this Article, and if such evidence is not furnished the Trustee may
    defer any payment to such Person pending judicial determination as to the
    right of such Person to receive such payment. 

      Section
      11.06. Trustee’s Relation
      to Senior Indebtedness. The Trustee
      and any agent of the Company or the Trustee shall be entitled to all the
      rights set forth in this Article with respect to any Senior Indebtedness
      which may at any time be held by it in its individual or any other capacity
      to the same extent as any other holder of Senior Indebtedness and nothing
      in this Indenture shall deprive the Trustee or any such agent, of any of
      its rights as such holder. Nothing in this Article shall apply to claims
      of, or payments to, the Trustee under or pursuant to 7.07.

      With
    respect to the holders of Senior Indebtedness, the Trustee undertakes to
    perform or to observe only such of its covenants and obligations as are specifically
    set forth in this Article, and no implied covenants or obligations with respect
    to the holders of Senior Indebtedness shall be read into this Indenture against
    the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to
    the holders of Senior Indebtedness and, subject to the provisions of Sections 7.01
    and 7.02, the Trustee
    shall not be liable to any holder of Senior Indebtedness if it shall pay
    over or deliver to Holders of Securities, the Company or any other Person
    moneys or assets to which any holder of Senior Indebtedness shall be entitled
    by virtue of this Article or otherwise. 

      Section
      11.07. No Impairment of Subordination. No
      right of any present or future holder of any Senior Indebtedness to enforce
      subordination as herein provided shall at any time in any way be prejudiced
      or impaired by any act or failure to act on the part of the Company or
      by any act or failure to act, in good faith, by any such holder, or by
      any noncompliance by the Company with the terms, provisions and covenants
      of this Indenture, regardless of any knowledge thereof which any such holder
      may have or otherwise be charged with. 

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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: 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 




 68 














	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
        _________




 69 














	 	Print Name: ________________________
	 	Commission Expires: _________________ 


 

 

 

 





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