NORTHWEST AIRLINES, INC., Issuer and NORTHWEST AIRLINES CORPORATION, Guarantor to STATE STREET BANK AND TRUST COMPANY, Trustee INDENTURE Dated as of June 27, 1997 Providing for Issuance of Senior Subordinated Debt Securities in Series TABLE OF CONTENTS

NORTHWEST AIRLINES, INC., Issuer

and

NORTHWEST AIRLINES CORPORATION, Guarantor

STATE STREET BANK AND TRUST COMPANY, Trustee

INDENTURE

Dated as of June 27, 1997

Providing for Issuance of
Senior Subordinated Debt Securities in Series

TABLE OF CONTENTS

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ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION . . . . . . . . . . . . . . . . . . . . . . .1

1.1 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
1.2 Compliance Certificates and Opinions . . . . . . . . . . . . . . . 12
1.3 Form of Documents Delivered to Trustee . . . . . . . . . . . . . . 12
1.4 Acts of Holders. . . . . . . . . . . . . . . . . . . . . . . . . . 13
1.5 Notices, etc., to Trustee, Company and Guarantor . . . . . . . . . 15
1.6 Notice to Holders; Waiver. . . . . . . . . . . . . . . . . . . . . 15
1.7 Headings and Table of Contents . . . . . . . . . . . . . . . . . . 16
1.8 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . 16
1.9 Separability . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
1.10 Benefits of Indenture. . . . . . . . . . . . . . . . . . . . . . . 16
1.11 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . 16
1.12 Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . 16
1.13 Trustee to Establish Record Dates. . . . . . . . . . . . . . . . . 17
1.14 No Security Interest Created . . . . . . . . . . . . . . . . . . . 17
1.15 Liability Solely Corporate . . . . . . . . . . . . . . . . . . . . 17

ARTICLE 2 SECURITY FORMS . . . . . . . . . . . . . . . . . . . . . . . . . . 18

2.1 Forms Generally. . . . . . . . . . . . . . . . . . . . . . . . . . 18
2.2 Form of Trustee's Certificate of Authentication. . . . . . . . . . 18
2.3 Securities in Global Form. . . . . . . . . . . . . . . . . . . . . 18

ARTICLE 3 THE SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . 19

3.1 Amount Unlimited; Issuable in Series . . . . . . . . . . . . . . . 19
3.2 Denominations. . . . . . . . . . . . . . . . . . . . . . . . . . . 24
3.3 Execution, Authentication, Delivery and Dating . . . . . . . . . . 24
3.4 Temporary Securities . . . . . . . . . . . . . . . . . . . . . . . 27
3.5 Registration, Registration of Transfer and Exchange. . . . . . . . 28
3.6 Replacement Securities . . . . . . . . . . . . . . . . . . . . . . 32
3.7 Payment of Interest; Interest Rights Preserved . . . . . . . . . . 33
3.8 Persons Deemed Owners. . . . . . . . . . . . . . . . . . . . . . . 35
3.9 Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
3.10 Computation of Interest. . . . . . . . . . . . . . . . . . . . . . 37
3.11 Currency and Manner of Payment in Respect of Securities. . . . . . 37
3.12 Appointment and Resignation of Exchange Rate Agent . . . . . . . . 41
3.13 CUSIP Numbers. . . . . . . . . . . . . . . . . . . . . . . . . . . 42
3.14 Judgments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

ARTICLE 4 SATISFACTION, DISCHARGE AND DEFEASANCE . . . . . . . . . . . . . . 42

4.1 Termination of Company's Obligations Under the Indenture . . . . . 42
4.2 Application of Trust Funds . . . . . . . . . . . . . . . . . . . . 44

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4.3 Applicability of Defeasance Provisions;
Company's Option to Effect Defeasance or
Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . . 44
4.4 Defeasance and Discharge . . . . . . . . . . . . . . . . . . . . . 44
4.5 Covenant Defeasance. . . . . . . . . . . . . . . . . . . . . . . . 45
4.6 Conditions to Defeasance or Covenant Defeasance. . . . . . . . . . 46
4.7 Deposited Money and Government Obligations
to be Held in Trust . . . . . . . . . . . . . . . . . . . . . . . 47
4.8 Transfers and Distribution at Company Request. . . . . . . . . . . 48
4.9 Reinstatement. . . . . . . . . . . . . . . . . . . . . . . . . . . 48

ARTICLE 5 DEFAULTS AND REMEDIES. . . . . . . . . . . . . . . . . . . . . . . 49

5.1 Events of Default. . . . . . . . . . . . . . . . . . . . . . . . . 49
5.2 Acceleration; Rescission and Annulment . . . . . . . . . . . . . . 50
5.3 Collection of Indebtedness
and Suits for Enforcement by Trustee. . . . . . . . . . . . . . . 50
5.4 Trustee May File Proofs of Claim . . . . . . . . . . . . . . . . . 51
5.5 Trustee May Enforce Claims Without Possession
of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . 52
5.6 Delay or Omission Not Waiver . . . . . . . . . . . . . . . . . . . 52
5.7 Waiver of Past Defaults. . . . . . . . . . . . . . . . . . . . . . 52
5.8 Control by Majority. . . . . . . . . . . . . . . . . . . . . . . . 53
5.9 Limitation on Suits by Holders . . . . . . . . . . . . . . . . . . 53
5.10 Rights of Holders to Receive Payment . . . . . . . . . . . . . . . 54
5.11 Application of Money Collected . . . . . . . . . . . . . . . . . . 54
5.12 Restoration of Rights and Remedies . . . . . . . . . . . . . . . . 54
5.13 Rights and Remedies Cumulative . . . . . . . . . . . . . . . . . . 54
5.14 Undertaking for Costs. . . . . . . . . . . . . . . . . . . . . . . 55
5.15 Waiver of Stay or Extension Laws . . . . . . . . . . . . . . . . . 55

ARTICLE 6 THE TRUSTEE. . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

6.1 Certain Duties and Responsibilities. . . . . . . . . . . . . . . . 55
6.2 Rights of Trustee. . . . . . . . . . . . . . . . . . . . . . . . . 55
6.3 Trustee May Hold Securities. . . . . . . . . . . . . . . . . . . . 56
6.4 Money Held in Trust. . . . . . . . . . . . . . . . . . . . . . . . 57
6.5 Trustee's Disclaimer . . . . . . . . . . . . . . . . . . . . . . . 57
6.6 Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . 57
6.7 Reports by Trustee to Holders. . . . . . . . . . . . . . . . . . . 57
6.8 Securityholder Lists . . . . . . . . . . . . . . . . . . . . . . . 57
6.9 Compensation and Indemnity . . . . . . . . . . . . . . . . . . . . 58
6.10 Replacement of Trustee . . . . . . . . . . . . . . . . . . . . . . 58
6.11 Acceptance of Appointment by Successor . . . . . . . . . . . . . . 60
6.12 Eligibility; Disqualification. . . . . . . . . . . . . . . . . . . 61
6.13 Merger, Conversion, Consolidation or
Succession to Business. . . . . . . . . . . . . . . . . . . . . . 61
6.14 Appointment of Authenticating Agent. . . . . . . . . . . . . . . . 62
6.15 Trustee's Application for Instructions from the Company. . . . . . 63

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6.16 Preferential Collection of Claims Against
Company or Guarantor. . . . . . . . . . . . . . . . . . . . . . . 64

ARTICLE 7 CONSOLIDATION, MERGER OR SALE BY THE
COMPANY AND THE GUARANTOR. . . . . . . . . . . . . . . . . . . . . 64

7.1 Consolidation, Merger or Sale of Assets
by the Company Permitted. . . . . . . . . . . . . . . . . . . . . 64
7.2 Consolidation, Merger or Sale of Assets
by the Guarantor Permitted. . . . . . . . . . . . . . . . . . . . 64

ARTICLE 8 SUPPLEMENTAL INDENTURES. . . . . . . . . . . . . . . . . . . . . . 65

8.1 Supplemental Indentures Without Consent of Holders . . . . . . . . 65
8.2 Supplemental Indentures With Consent of Holders. . . . . . . . . . 66
8.3 Compliance with Trust Indenture Act. . . . . . . . . . . . . . . . 67
8.4 Execution of Supplemental Indentures . . . . . . . . . . . . . . . 68
8.5 Effect of Supplemental Indentures. . . . . . . . . . . . . . . . . 68
8.6 Reference in Securities to Supplemental Indentures . . . . . . . . 68
8.7 Notice of Supplemental Indenture . . . . . . . . . . . . . . . . . 68

ARTICLE 9 COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68

9.1 Payment of Principal, Premium, if Any, and Interest. . . . . . . . 68
9.2 Maintenance of Office or Agency. . . . . . . . . . . . . . . . . . 69
9.3 Money for Securities to be Held in Trust;
Unclaimed Money . . . . . . . . . . . . . . . . . . . . . . . . . 70
9.4 Corporate Existence. . . . . . . . . . . . . . . . . . . . . . . . 71
9.5 Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
9.6 Reports by the Guarantor . . . . . . . . . . . . . . . . . . . . . 71
9.7 Annual Review Certificate; Notice of Default . . . . . . . . . . . 72

ARTICLE 10 REDEMPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . 72

10.1 Applicability of Article . . . . . . . . . . . . . . . . . . . . . 73
10.2 Election to Redeem; Notice to Trustee. . . . . . . . . . . . . . . 73
10.3 Selection of Securities to be Redeemed . . . . . . . . . . . . . . 73
10.4 Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . 73
10.5 Deposit of Redemption Price. . . . . . . . . . . . . . . . . . . . 74
10.6 Securities Payable on Redemption Date. . . . . . . . . . . . . . . 75
10.7 Securities Redeemed in Part. . . . . . . . . . . . . . . . . . . . 76

ARTICLE 11 SINKING FUNDS. . . . . . . . . . . . . . . . . . . . . . . . . . 76

11.1 Applicability of Article . . . . . . . . . . . . . . . . . . . . . 76
11.2 Satisfaction of Sinking Fund Payments with Securities. . . . . . . 76
11.3 Redemption of Securities for Sinking Fund. . . . . . . . . . . . . 77

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ARTICLE 12 GUARANTEE OF SECURITIES. . . . . . . . . . . . . . . . . . . . . 77

12.1 Unconditional Guarantee. . . . . . . . . . . . . . . . . . . . . . 77

ARTICLE 13 SUBORDINATION OF SECURITIES AND GUARANTEE. . . . . . . . . . . . 78

13.1 Securities and Guarantee Subordinated to Senior Indebtedness . . . 78
13.2 Company and Guarantor Not to Make Payments with Respect to
Securities and Guarantee in Certain Circumstances. . . . . . . . . 78
13.3 Securities and Guarantee Subordinated to Prior Payment of All
Senior Indebtedness on Dissolution, Liquidation or Reorganization
of the Company or the Guarantor. . . . . . . . . . . . . . . . . . 80
13.4 Holders to be Subrogated to Rights of Holders
of Senior Indebtedness . . . . . . . . . . . . . . . . . . . . . . 81
13.5 Obligation of the Company and Guarantor Unconditional. . . . . . . 82
13.6 Knowledge of Trustee . . . . . . . . . . . . . . . . . . . . . . . 83
13.7 Application by Trustee of Moneys Deposited with It . . . . . . . . 83
13.8 Subordination Rights Not Impaired by Acts or
Omissions of Company, Guarantor or Holders
of Senior Indebtedness . . . . . . . . . . . . . . . . . . . . . . 84
13.9 Holders Authorize Trustee to Effectuate Subordination
of Securities and Guarantee. . . . . . . . . . . . . . . . . . . . 84
13.10 Right of Trustee to Hold Senior Indebtedness . . . . . . . . . . . 85
13.11 Article 13 Not to Prevent Events of Default. . . . . . . . . . . . 85
13.12 Paying Agents Other Than the Trustee . . . . . . . . . . . . . . . 85
13.13 Trustee's Compensation Not Prejudiced. . . . . . . . . . . . . . . 85
13.14 Trust Moneys Not Subordinated. . . . . . . . . . . . . . . . . . . 85

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86

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INDENTURE, dated as of June 27, 1997, among NORTHWEST AIRLINES, INC., a
Minnesota corporation (the "Company"), as issuer, NORTHWEST AIRLINES
CORPORATION, a Delaware corporation, as guarantor (the "Guarantor"), and STATE
STREET BANK AND TRUST COMPANY, a Massachusetts trust company, as Trustee (the
"Trustee").

RECITALS

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

The Guarantor has duly authorized the execution and delivery of this
Indenture to provide for its guaranty of the Securities.

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

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

ARTICLE 1

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

Section 1.1. DEFINITIONS.

(a) For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

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

(2) all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;

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

(4) the words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision.

"AFFILIATE" of any specified Person means any Person directly or indirectly
controlling or controlled by, or under direct or indirect common control with,
such specified Person. For purposes of this definition, "control" when used
with respect to any specified Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

"AGENT" means any Paying Agent or Registrar.

"AUTHENTICATING AGENT" means, with respect to the Securities of any series,
any authenticating agent appointed by the Trustee pursuant to Section 6.14.

"AUTHORIZED NEWSPAPER" means a newspaper of general circulation, in the
official language of the country of publication or in the English language,
customarily published on each Business Day whether or not published on
Saturdays, Sundays or holidays, and of general circulation in the place in
connection with which the term is used or in the financial community of such
place. Whenever successive publications in an Authorized Newspaper are required
hereunder they may be made (unless otherwise expressly provided herein) on any
Business Day and in the same or different Authorized Newspapers.

"BEARER SECURITY" means any Security in the form (to the extent applicable
thereto) established pursuant to Section 2.1 which is payable to bearer
(including any Security in global form payable to bearer) and title to which
passes by delivery only, but does not include any coupons.

"BOARD" or "BOARD OF DIRECTORS" means the Board of Directors of the Company
or the Guarantor, as the case may be, the Executive Committee of the Company or
the Guarantor or any other duly authorized committee of either such Board of
Directors or any directors and officers of the Company to whom such Board of
Directors or such committee shall have duly delegated its authority to act
hereunder.

"BOARD RESOLUTION" means a copy of a resolution of the Board of Directors,
certified by the Secretary or an Assistant Secretary of the Company or the
Guarantor, as the case may be, to have been duly adopted by the Board of
Directors and to be in full force and effect on the date of such certification,
and delivered to the Trustee.

"BUSINESS DAY", when used with respect to any Place of Payment or any other
particular location referred to in this Indenture or in the Securities, means,
unless otherwise specified with respect to any Securities pursuant to Section
3.1, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
which banking institutions in that Place of Payment or particular location are
authorized or obligated by law or executive order to close.

"CAPITAL LEASE" means any lease obligation of a person incurred with
respect to real property or equipment acquired or leased by such person and used
in its business that is

required to be recorded on its balance sheet as a capitalized lease in
accordance with generally accepted accounting principles consistently applied
as in effect on the date hereof.

"COMMISSION" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, as amended,
or, if at any time after the execution of this Indenture such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.

"COMPANY" means the Person named as the Company in the first paragraph of
this Indenture until one or more successor corporations shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter means
such successors.

"COMPANY ORDER" and "COMPANY REQUEST" mean, respectively, a written order
or request signed in the name of the Company by the Chairman of the Board, the
President, any Executive Vice President or any Senior Vice President, signing
alone, by any Vice President signing together with the Treasurer, any Assistant
Treasurer, the Secretary or any Assistant Secretary of the Company, or, with
respect to Sections 3.3, 3.4, 3.5 and 6.1, any other employee of the Company
named in an Officers' Certificate delivered to the Trustee.

"CONVERSION EVENT" means the cessation of use of (i) a Foreign Currency
both by the government of the country which issued such currency and for the
settlement of transactions by a central bank or other public institutions of or
within the international banking community, (ii) the ECU both within the
European Monetary System and for the settlement of transactions by public
institutions of or within the European Communities or (iii) any currency unit
other than the ECU for the purposes for which it was established.

"CORPORATE TRUST OFFICE" means the principal corporate trust office of the
Trustee at which at any particular time its corporate trust business shall be
principally administered, which office at the date hereof is located at ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.

"CORPORATION" includes corporations, associations, companies and business
trusts.

"COUPON" means any interest coupon appertaining to a Bearer Security.

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

"DEPOSITARY", when used with respect to the Securities of or within any
series issuable or issued in whole or in part in global form, means the Person
designated as Depositary by the Company pursuant to Section 3.1 until a
successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter shall mean or include each Person
which is then a Depositary hereunder, and if at any time there is more than one
such Person, shall be a collective reference to such Persons.

"DOLLAR" means the coin or currency of the United States which at the time
of payment is legal tender for the payment of public and private debts.

"ECU" means the European Currency Unit as defined and revised from time to
time by the Council of the European Communities.

"EUROPEAN COMMUNITIES" means the European Economic Community, the European
Coal and Steel Community and the European Atomic Energy Community.

"EUROPEAN MONETARY SYSTEM" means the European Monetary System established
by the Resolution of December 5, 1978 of the Council of the European
Communities.

"EXCHANGE RATE AGENT", when used with respect to Securities of or within
any series, means, unless otherwise specified with respect to any Securities
pursuant to Section 3.1, a New York Clearing House bank designated pursuant to
Section 3.1 or Section 3.12.

"EXCHANGE RATE OFFICER'S CERTIFICATE" means a certificate setting forth (i)
the applicable Market Exchange Rate or the applicable bid quotation and (ii) the
Dollar or Foreign Currency amounts of principal (and premium, if any) and
interest, if any (on an aggregate basis and on the basis of a Security having
the lowest denomination principal amount in the relevant currency or currency
unit), payable with respect to a Security of any series on the basis of such
Market Exchange Rate or the applicable bid quotation, signed by the Treasurer,
any Vice President or any Assistant Treasurer of the Company.

"FLIGHT EQUIPMENT" means:

(a) aircraft of all types and classes used in transportation and
incidental services, together with all aircraft instruments, appurtenances,
parts and fixtures comprising such aircraft;

(b) aircraft engines of all types and classes used in transportation
and incidental services, together with all accessories, appurtenances,
parts and fixtures comprising such aircraft engines;

(c) aircraft communication equipment of all types and classes used in
transportation and incidental services, including radio, radar, radiophone
and other aircraft communication apparatus, together with all accessories,
appurtenances, parts and fixtures comprising such aircraft communication
equipment;

(d) miscellaneous flight equipment of all types and classes
(including miscellaneous crew flight equipment) used in transportation and
incidental services; and

(e) spare parts, accessories and assemblies held for use in or repair
of the items described in (a) through (d) above.

"FOREIGN CURRENCY" means any currency issued by the government of one or
more countries other than the United States or by any recognized confederation
or association of such governments.

"GOVERNMENT OBLIGATIONS" means securities which are (i) direct obligations
of the United States or, if specified as contemplated by Section 3.1, the
government which issued the currency in which the Securities of a particular
series are payable, for the payment of which its full faith and credit is
pledged or (ii) obligations of a Person controlled or supervised by and acting
as an agency or instrumentality of the United States or, if specified as
contemplated by Section 3.1, such government which issued the foreign currency
in which the Securities of such series are payable, the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States or such other government, which, in either case, are not callable or
redeemable at the option of the issuer thereof, and shall also include a
depositary receipt issued by a bank or trust company as custodian with respect
to any such Government Obligation or a specific payment of interest on or
principal of any such Government Obligation held by such custodian for the
account of the holder of a depositary 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 depositary receipt from any amount received by the
custodian in respect of the Government Obligation evidenced by such depositary
receipt.

"GUARANTEE" means the Guarantor's unconditional guarantee of the payment of
Securities as more fully described in Article Twelve.

"GUARANTOR" means the Person named as the "Guarantor" in the first
paragraph of this instrument until one or more successor corporations shall have
become such pursuant to the applicable provisions of this Indenture, and
thereafter means such successors.

"GUARANTOR ORDER" and "GUARANTOR REQUEST" mean, respectively, a written
order or request signed in the name of the Guarantor by a Co-Chairman of the
Board, its President, any Executive Vice President or any Senior Vice President,
signing alone, or by any Vice President signing together with the Treasurer, any
Assistant Treasurer, the Secretary or any Assistant Secretary of the Guarantor,
or with respect to Sections 3.3, 3.4, 3.5 and 6.1, any other employee of the
Guarantor named in an Officers' Certificate delivered to the Trustee.

"HOLDER" means, with respect to a Bearer Security or coupon, a bearer
thereof and, with respect to a Registered Security, a person in whose name a
Security is registered on the Register.

"INDEBTEDNESS" of any Person means, without duplication, the principal of,
and premium, if any, and accrued and unpaid interest (including post-petition
interest, whether or not allowable as a claim in bankruptcy) on any obligation,
whether outstanding on the date hereof or thereafter created, incurred or
assumed, which is (i) indebtedness of such Person for money borrowed, (ii)
Guarantees by such Person of indebtedness for money borrowed by any other
Person, (iii) indebtedness evidenced by notes, debentures, bonds or other
instruments of indebtedness for payment of which such Person is responsible or
liable, (iv) obligations for

the reimbursement of any obligor on any letter of credit, bankers' acceptance
or similar credit transactions, (v) obligations of such Person under Capital
Leases, (vi) commitment and other bank financing fees under contractual
obligations associated with bank debt, (vii) any indebtedness representing
the deferred and unpaid purchase price of any property or business, and
(viii) all deferrals, renewals, extensions and refundings of any such
indebtedness or obligations; PROVIDED, HOWEVER, that Indebtedness shall not
include amounts owed to trade creditors in the ordinary course of business or
nonrecourse indebtedness secured by real property.

"INDEBTEDNESS GUARANTEE" by any Person means any obligation, contingent or
otherwise, of such Person directly or indirectly guaranteeing any Indebtedness
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 Indebtedness or other obligation (whether arising by virtue
of partnership arrangements, by agreement to keep-well, to purchase assets,
goods, securities or services, to take-or-pay, or to maintain financial
statement conditions or otherwise) or (ii) entered into for the purpose of
assuring in any other manner the obligee of such Indebtedness or other
obligation of the payment or performance thereof (or payment of damages in the
event of nonperformance) or to protect such obligee against loss in respect
thereof (in whole or in part); PROVIDED, HOWEVER, that the terms Indebtedness
Guarantee shall not include endorsements for collection or deposit in the
ordinary course of business. The term "Indebtedness Guarantee" used as a verb
has a corresponding meaning.

"INDENTURE" means this Indenture as originally executed or as amended or
supplemented from time to time and shall include the forms and terms (but not
defined terms established in an Officers' Certificate or a Board Resolution) of
particular series of Securities established as contemplated by Sections 2.1 and
3.1.

"INDEXED SECURITY" means a Security the terms of which provide that the
principal amount thereof payable at Stated Maturity may be more or less than the
principal face amount thereof at original issuance.

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

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

"MARKET EXCHANGE RATE" means, unless otherwise specified with respect to
any Securities pursuant to Section 3.1, (i) for any conversion involving a
currency unit on the one hand and Dollars or any Foreign Currency on the other,
the exchange rate between the relevant currency unit and Dollars or such Foreign
Currency calculated by the method specified pursuant to Section 3.1 for the
Securities of the relevant series, (ii) for any conversion of Dollars into any
Foreign Currency, the noon buying rate for such Foreign Currency for cable
transfers quoted in New York City as certified for customs purposes by

the Federal Reserve Bank of New York and (iii) for any conversion of one
Foreign Currency into Dollars or another Foreign Currency, the spot rate at
noon local time in the relevant market at which, in accordance with normal
banking procedures, the Dollars or Foreign Currency into which conversion is
being made could be purchased with the Foreign Currency from which conversion
is being made from major banks located in New York City, London or any other
principal market for Dollars or such purchased Foreign Currency, in each case
determined by the Exchange Rate Agent. Unless otherwise specified with
respect to any Securities pursuant to Section 3.1, in the event of the
unavailability of any of the exchange rates provided for in the foregoing
clauses (i), (ii) and (iii), the Exchange Rate Agent shall use, in its sole
discretion and without liability on its part, such quotation of the Federal
Reserve Bank of New York as of the most recent available date, or quotations
from one or more major banks in New York City, London or other principal
market for such currency or currency unit in question (which may include any
such bank acting as Trustee under this Indenture), or such other quotations
as the Exchange Rate Agent shall deem appropriate. Unless otherwise
specified by the Exchange Rate Agent, if there is more than one market for
dealing in any currency or currency unit by reason of foreign exchange
regulations or otherwise, the market to be used in respect of such currency
or currency unit shall be that upon which a nonresident issuer of securities
designated in such currency or currency unit would purchase such currency or
currency unit in order to make payments in respect of such securities.

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

"OFFICER" means the Chairman or a Co-Chairman of the Board of Directors,
the President, any Executive Vice President, any Senior Vice President, any Vice
President or the Secretary of the Company or the Guarantor, as the case may be.

"OFFICERS' CERTIFICATE" means a certificate signed by the Chairman or a
Co-Chairman of the Board, the President, any Executive Vice President or any
Senior Vice President of the Company or the Guarantor, as the case may be,
signing alone, or by any Vice President signing together with the Secretary,
any Assistant Secretary, the Treasurer, or any Assistant Treasurer of the
Company or the Guarantor, as the case may be.

"OPINION OF COUNSEL" means a written opinion of legal counsel, who may be
(a) the senior attorney employed by the Company or the Guarantor, (b) ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ or (c) other counsel designated by the Company or the
Guarantor and who shall be acceptable to the Trustee.

"ORIGINAL ISSUE DISCOUNT SECURITY" means any Security which provides for an
amount less than the stated principal amount thereof to be due and payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 5.2.

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

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

(ii) Securities, or portions thereof, for whose payment or redemption
money in the necessary amount has been theretofore deposited with the
Trustee or any Paying Agent (other than the Company) in trust or set aside
and segregated in trust by the Company (if the Company shall act as its own
Paying Agent) for the Holders of such Securities and any coupons
appertaining thereto PROVIDED that, if such Securities are to be redeemed,
notice of such redemption has been duly given pursuant to this Indenture or
provisions therefor satisfactory to the Trustee have been made;

(iii) Securities, except to the extent provided in Sections 4.4 and
4.5, with respect to which the Company has effected defeasance and/or
covenant defeasance as provided in Article 4; and

(iv) Securities which have been paid pursuant to Section 3.6 or in
exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture, other than any such Securities in
respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Securities are held by a bona fide purchaser
in whose hands such Securities are valid obligations of the Company;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, or whether
sufficient funds are available for redemption or for any other purpose, and for
the purpose of making the calculations required by section 313 of the Trust
Indenture Act, (w) the principal amount of any Original Issue Discount
Securities that may be counted in making such determination or calculation and
that shall be deemed to be Outstanding for such purpose shall be equal to the
amount of principal thereof that would be (or shall have been declared to be)
due and payable, at the time of such determination, upon a declaration of
acceleration of the maturity thereof pursuant to Section 5.2, (x) the principal
amount of any Security denominated in a Foreign Currency that may be counted in
making such determination or calculation and that shall be deemed Outstanding
for such purpose shall be equal to the Dollar equivalent, determined as of the
date such Security is originally issued by the Company as set forth in an
Exchange Rate Officer's Certificate delivered to the Trustee, of the principal
amount (or, in the case of an Original Issue Discount Security, the Dollar
equivalent as of such date of original issuance of the amount determined as
provided in clause (w) above) of such Security, (y) the principal amount of any
Indexed Security that may be counted in making such determination or calculation
and that shall be deemed outstanding for such purpose shall be equal to the
principal face amount of such Indexed Security at original issuance, unless
otherwise provided with respect to such Security pursuant to Section 3.1, and
(z) Securities owned by the Company, the Guarantor or any other obligor upon the
Securities or any Affiliate of the Company or the Guarantor or of such other

obligor shall be disregarded and deemed not to be outstanding, except that, in
determining whether the Trustee shall be protected in making such calculation or
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which the Trustee knows to be so owned shall
be so disregarded. Securities so owned which have been pledged in good faith
may be regarded as outstanding if the pledgee establishes to the satisfaction of
the Trustee the pledgee's right so to act with respect to such Securities and
that the pledgee is not the Company, the Guarantor or any other obligor upon the
Securities or any Affiliate of the Company, the Guarantor or such other obligor.

"PAYING AGENT" means any Person authorized by the Company to pay the
principal of, premium, if any, or interest on any Securities on behalf of the
Company.

"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 or formula for determining the rate or rates of
interest thereon, if any, the Stated Maturity or Stated Maturities thereof, the
original issue date or dates thereof, the redemption provisions, if any, with
respect thereto, and any other terms specified as contemplated by Section 3.1
with respect thereto, are to be determined by the Company upon the issuance of
such Securities.

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

"PLACE OF PAYMENT", when used with respect to the Securities of or within
any series, means the place or places where, subject to the provisions of
Section 9.2, the principal of, premium, if any, and interest on such Securities
are payable as specified as contemplated by Section 3.1.

"PREDECESSOR SECURITY" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.6 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

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

"REDEMPTION PRICE", when used with respect to any Security to be redeemed,
in whole or in part, means the price at which it is to be redeemed pursuant to
this Indenture.

"REGISTERED SECURITY" means any Security in the form (to the extent
applicable thereto) established pursuant to Section 2.1 which is registered as
to principal and interest in the Register.

"REGULAR RECORD DATE" for the interest payable on any Interest Payment Date
on the Registered Securities of or within any series means the date specified
for that purpose as contemplated by Section 3.1.

"RESPONSIBLE OFFICER", when used with respect to the Trustee, shall mean
any assistant vice president, any senior trust officer, or any trust officer, in
the Corporate Trust Division of the Trustee, or any other officer of the Trustee
customarily performing functions similar to those performed by the persons who
at the time shall be such officers, respectively, and also means, with respect
to a particular corporate trust matter, any other officer to whom such corporate
trust matter is referred because of his knowledge of and familiarity with the
particular subject.

"SECURITY" or "SECURITIES" has the meaning stated in the first recital of
this Indenture and more particularly means any Security or Securities of the
Company issued, authenticated and delivered under this Indenture.

"SENIOR INDEBTEDNESS OF THE COMPANY" means all Indebtedness of the Company
(other than the Securities and Indebtedness owing to the Guarantor or any
Subsidiary), unless such Indebtedness, by its terms or the terms of the
instrument creating or evidencing it, is expressly stated to be subordinate in
right of payment to or PARI PASSU with the Securities; PROVIDED, HOWEVER, that
Senior Indebtedness of the Company shall not include any Indebtedness, Guarantee
or other obligation of the Company that is subordinate or junior in any respect
to any other Indebtedness of the Company.

"SENIOR INDEBTEDNESS OF THE GUARANTOR" means all Indebtedness of the
Guarantor (other than the Guarantee and Indebtedness owing to any Subsidiary of
the Guarantor), unless such Indebtedness, by its terms or the terms of the
instrument creating or evidencing it, is subordinate in right of payment to or
PARI PASSU with the Guarantee PROVIDED, HOWEVER, that Senior Indebtedness of the
Guarantor shall not include any Indebtedness, Guarantee or other obligation of
the Guarantor that is subordinate or junior in any respect to any other
Indebtedness of the Guarantor. All guarantees by the Guarantor of Senior
Indebtedness of the Company shall be deemed Senior Indebtedness of the
Guarantor.

"SERIES" or "SERIES" when used with respect to the Securities shall mean
all Securities bearing the same title established pursuant to Section 3.1.

"SPECIAL RECORD DATE" for the payment of any Defaulted Interest on the
Registered Securities of any issue means a date fixed by the Trustee pursuant to
Section 3.7.

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

"SUBSIDIARY" means any corporation of which the Guarantor at the time owns
or controls, directly or indirectly, more than 50% of the shares of outstanding
stock having

general voting power under ordinary circumstances to elect a majority of the
Board of Directors of such corporation (irrespective of whether or not at the
time stock of any other class or classes of such corporation shall have or
might have voting power by reason of the happening of any contingency).

"TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, as amended, as
in effect on the date of this Indenture, except as provided in Section 8.3.

"TRUSTEE" means the party named as such in the first paragraph of this
Indenture until a successor Trustee replaces it pursuant to the applicable
provisions of this Indenture, and thereafter means such successor Trustee and
if, at any time, there is more than one Trustee, "Trustee" as used with respect
to the Securities of any series shall mean the Trustee with respect to the
Securities of that series.

"UNITED STATES" means, unless otherwise specified with respect to the
Securities of any series as contemplated by Section 3.1, the United States of
America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction.

"U.S. PERSON" means, unless otherwise specified with respect to the
Securities of any series as contemplated by Section 3.1, a citizen, national or
resident of the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States or any political
subdivision thereof, or an estate or trust the income of which is subject to
United States federal income taxation regardless of its source.

"YIELD TO MATURITY" means the yield to maturity, calculated by the Company
at the time of issuance of a series of Securities or, if applicable, at the most
recent determination of interest on such series, in accordance with accepted
financial practice.

(b) The following terms shall have the meanings specified in the Sections
referred to opposite such term below:

TERM SECTION

"Act" 1.4(a)
"Bankruptcy Law" 5.1
"Component Currency" 3.11(h)
"Conversion Date" 3.11(d)
"Custodian" 5.1
"Defaulted Interest" 3.7(b)
"Election Date" 3.11(h)
"Event of Default" 5.1
"Register" 3.5
"Registrar" 3.5
"Special Paying Agent" 3.1(b)
"Special Paying Agent Agreement" 6.2(j)

"Specified Amount" 3.11(h)
"Valuation Date" 3.11(c)

Section 1.2. COMPLIANCE CERTIFICATES AND OPINIONS. Upon any application or
request by the Company or the Guarantor to the Trustee to take any action under
any provision of this Indenture, the Company or the Guarantor shall furnish to
the Trustee an Officers' Certificate stating that all conditions precedent, if
any, provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than pursuant to Sections 2.3,
3.3 and 9.7) shall include:

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

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

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

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

Section 1.3. FORM OF DOCUMENTS DELIVERED TO TRUSTEE. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

Any certificate or opinion of an officer of the Company or the Guarantor
may be based, insofar as it relates to legal matters, upon a certificate or
opinion of, or representations by, counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate or Opinion of Counsel may
be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Company or the
Guarantor, as the case may be, stating that the information with respect to such
factual matters is in the possession of the

Company or the Guarantor, as the case may be, unless such counsel knows, or
in the exercise of reasonable care should know, that the certificate or
opinion or representations as to such matters are erroneous.

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

Section 1.4. ACTS OF HOLDERS. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by agent duly appointed in writing. Except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, where it is hereby expressly required, to the
Company and the Guarantor. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments. Whenever in this
Indenture it is provided that the Holders of a specified percentage in aggregate
principal amount of the Outstanding Securities of any series may take any Act,
the fact that the Holders of such specified percentage have joined therein may
be evidenced (i) by the instrument or instruments executed by Holders in person
or by agent or proxy appointed in writing, or (ii) by the record of Holders
voting in favor thereof at any meeting of such Holders duly called and held in
accordance with the provisions of Article 13, or (iii) by a combination of such
instrument or instruments and any such record of such a meeting of Holders.
Proof of execution of any such instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Indenture and conclusive in
favor of the Trustee and the Company and the Guarantor, if made in the manner
provided in clause (b) of this Section 1.4.

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

(c) The ownership of Bearer Securities may be proved by the production of
such Bearer Securities or by a certificate executed by any trust company, bank,
banker or other depositary, wherever situated, if such certificate shall be
deemed by the Trustee to be satisfactory, showing that at the date therein
mentioned such Person had on deposit with such depositary, or exhibited to it,
the Bearer Securities therein described; or such facts may be proved by the
certificate or affidavit of the Person holding such Bearer Securities, if such
certificate or affidavit is deemed by the Trustee to be satisfactory. The
Trustee, the Guarantor and the Company may assume that such ownership of any
Bearer Security continues until (i)

another such certificate or affidavit bearing a later date issued in respect
of the same Bearer Security is produced, (ii) such Bearer Security is
produced to the Trustee by some other Person, (iii) such Bearer Security is
surrendered in exchange for a Registered Security or (iv) such Bearer
Security is no longer outstanding. The ownership of Bearer Securities may
also be proved in any other reasonable manner which the Trustee deems
sufficient.

(d) The ownership of Registered Securities shall be proved by the Register
or by a certificate of the Registrar.

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

(f) If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may,
at its option, by or pursuant to an Officers' Certificate delivered to the
Trustee, fix in advance a record date for the determination of Holders entitled
to give such request, demand, authorization, direction, notice, consent, waiver
or other Act, but the Company shall have no obligation to do so. If such a
record date is fixed, such request, demand, authorization, direction, notice,
consent, waiver or other Act may be given before or after such record date, but
only the Holders of record at the close of business on such record date shall be
deemed to be Holders for the purposes of determining whether Holders of the
requisite proportion of Outstanding Securities have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent,
waiver or other Act, and for that purpose the Outstanding Securities shall be
computed as of such record date; PROVIDED that no such authorization, agreement
or consent by the Holders on such record date shall be deemed effective unless
it shall become effective pursuant to the provisions of clause (a) of this
Section 1.4 not later than six months after the record date.

(g) At any time prior to (but not after) the evidencing to the Trustee, as
provided in clause (a) of this Section 1.4, of the taking of any Act by the
Holders of the percentage in aggregate principal amount of the Outstanding
Securities specified in this Indenture in connection with such Act, any Holder
of a Security the number, letter or other distinguishing symbol of which is
shown by the evidence to be included in the Securities the Holders of which have
consented to such Act may, by filing written notice with the Trustee at the
Corporate Trust Office and upon proof of ownership as provided in this Section
1.4, revoke such Act so far as it concerns such Security.

(h) The Trustee may in any instance require further proof with respect to
any of the matters referred to in this Section 1.4 so long as its request is a
reasonable one.

Section 1.5. NOTICES, ETC., TO TRUSTEE, COMPANY AND GUARANTOR. Any
request, demand, authorization, direction, notice, consent, waiver or Act of
Holders or other document provided or permitted by this Indenture to be made
upon, given or furnished to, or filed with,

(1) the Trustee by any Holder or by the Company or the Guarantor shall
be sufficient for every purpose hereunder if made, given, furnished or
filed in writing to or with the Trustee at its Corporate Trust Office,
Attention: Corporate Trust Division, or

(2) the Company or the Guarantor by the Trustee or by any Holder shall
be sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid,
to the Company or the Guarantor addressed to it at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Senior Vice President-Finance and
Treasurer or at any other address previously furnished in writing to the
Trustee by the Company or the Guarantor, respectively.

Section 1.6. NOTICE TO HOLDERS; WAIVER. Where this Indenture provides for
notice to Holders of any event, (i) if any of the Securities affected by such
event are Registered Securities, such notice to the Holders thereof shall be
sufficiently given (unless otherwise herein expressly provided or otherwise
agreed to by a Holder) if in writing and mailed, first-class postage prepaid, to
each such Holder affected by such event, at his address as it appears in the
Register, within the time prescribed for the giving of such notice and (ii) if
any of the Securities affected by such event are Bearer Securities, notice to
the Holders thereof shall be sufficiently given (unless otherwise herein or in
the terms of such Bearer Securities expressly provided) if published once in an
Authorized Newspaper in New York, New York, and in such other city or cities, if
any, as may be specified as contemplated by Section 3.1(5).

In any case where notice to Holders is given by mail, neither the failure
to mail such notice, nor any defect in any notice so mailed, to any particular
Holder shall affect the sufficiency of such notice with respect to other Holders
of Registered Securities or the sufficiency of any notice to Holders of Bearer
Securities given as provided herein. In any case where notice is given to
Holders by publication, neither the failure to publish such notice, nor any
defect in any notice so published, shall affect the sufficiency of such notice
with respect to other Holders of Bearer Securities or the sufficiency of any
notice to Holders of Registered Securities given as provided herein. Any notice
mailed to a Holder in the manner herein prescribed shall be conclusively deemed
to have been received by such Holder, whether or not such Holder actually
receives such notice.

If by reason of the suspension of regular mail service or by reason of any
other cause it shall be impracticable to give such notice as provided above,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder. If it is
impossible or, in the opinion of the Trustee, impracticable to give any notice
by publication in the manner herein required, then such publication in lieu
thereof as shall be made with the approval of the Trustee shall constitute a
sufficient publication of such notice.

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

Where this Indenture 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 equivalent of such notice. Waivers
of notice by Holders shall be filed with the Trustee, but such filing shall not
be a condition precedent to the validity of any action taken in reliance upon
such waiver.

Section 1.7. HEADINGS AND TABLE OF CONTENTS. The Article and Section
headings herein and the Table of Contents are for convenience only and shall not
affect the construction hereof.

Section 1.8. SUCCESSORS AND ASSIGNS. All covenants and agreements in this
Indenture by the Company and the Guarantor shall bind their respective
successors and assigns, whether so expressed or not.

Section 1.9. SEPARABILITY. In case any provision of this Indenture or the
Securities shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

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

Section 1.11. GOVERNING LAW. THIS INDENTURE, THE SECURITIES AND ANY COUPONS
APPERTAINING THERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK. This Indenture is subject to the Trust Indenture
Act and if any provision hereof limits, qualifies or conflicts with the duties
imposed on any person by the provisions of Sections 310 to 317, inclusive, of
the Trust Indenture Act, such imposed duties shall control.

Section 1.12. LEGAL HOLIDAYS. Unless otherwise specified pursuant to
Section 3.1 or in any Security, in any case where any Interest Payment Date,
Redemption Date, sinking fund payment date, Stated Maturity or Maturity of any
Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or any Security or coupon
other than a provision in the Securities of any series which specifically states
that such provision shall apply in lieu of this Section) payment of principal,
premium, if any, or interest need not be made at such Place of Payment on such
date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on such date; PROVIDED that no
interest shall accrue on the amount so payable for the period from and after
such Interest Payment Date, Redemption Date, sinking fund payment date, Stated
Maturity or Maturity, as the case may be, to such Business Day if such payment
is made or duly provided for on such Business Day.

Section 1.13. COMPANY TO ESTABLISH RECORD DATES. Except as otherwise
provided in this Indenture the Company may set a record date in the
circumstances permitted by the Trust Indenture Act for the purpose of
determining the holders of Securities of any series entitled to take any action
(including the making of any demand or request, the giving of any notice,
consent or waiver or the taking of any other action), or to vote on any action
authorized or permitted to be given or taken by holders of Securities of such
series; PROVIDED, that if a record date is not set by the Company prior to the
first solicitation of a holder of Securities of such series in respect of any
such action, or, in the case of any such vote, prior to such vote, the record
date for any such action or vote shall be the 30th day prior to such first
solicitation or vote, as the case may be. With regard to any record date for
action to be taken by the holders of one or more series of Securities, only the
holders of Securities of such series on such date (or their duly designated
proxies) shall be entitled to take, or vote on, the relevant action.

Section 1.14. NO SECURITY INTEREST CREATED. Nothing in this Indenture or
in the Securities or coupons, if any, express or implied, shall be construed to
constitute a security interest under the Uniform Commercial Code or similar
legislation, as now or hereafter enacted and in effect in any jurisdiction where
property of the Guarantor or its Subsidiaries is or may be located.

Section 1.15. LIABILITY SOLELY CORPORATE. No recourse shall be had for
the payment of the principal of (or premium, if any) or the interest on any
Securities or coupons, if any, or any part thereof, or of the indebtedness
represented thereby, or upon any obligation, covenant or agreement of this
Indenture, against any incorporator, or against any stockholder, officer or
director, as such, past, present or future, of the Company or the Guarantor (or
any incorporator, stockholder, officer or director of any predecessor or
successor corporation), either directly or through the Company or the Guarantor
(or any such predecessor or successor corporation), whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly agreed and understood that this
Indenture and all the Securities and coupons, if any, are solely corporate
obligations, and that no personal liability whatsoever shall attach to, or be
incurred by, any such incorporator, stockholder, officer or director, past,
present or future, of the Company or the Guarantor (or any incorporator,
stockholder, officer or director of any such predecessor or successor
corporation), either directly or indirectly through the Company or the Guarantor
or any such predecessor or successor corporation, because of the indebtedness
hereby authorized or under or by reason of any of the obligations, covenants,
promises or agreements contained in this Indenture or in any of the Securities
or coupons, if any, or to be implied herefrom or therefrom; and that any such
personal liability is hereby expressly waived and released as a condition of,
and as part of the consideration for, the execution of this Indenture and the
issue of Securities; PROVIDED, HOWEVER, that nothing herein or in the Securities
or coupons, if any, contained shall be taken to prevent recourse to and the
enforcement of the liability, if any, of any stockholder or subscriber to
capital stock upon or in respect of the shares of capital stock not fully paid.

ARTICLE 2

SECURITY FORMS

Section 2.1. FORMS GENERALLY. The Securities of each series and the
coupons, if any, to be attached thereto shall be in substantially such form
(including global form) as shall be established by delivery to the Trustee of an
Officers' Certificate or in one or more indentures supplemental hereto, in each
case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities and coupons, if any, as evidenced by their
execution of the Securities and coupons, if any. If temporary Securities of any
series are issued as permitted by Section 3.4, the form thereof also shall be
established as provided in the preceding sentence. If the forms of Securities
and coupons, if any, of any series are established by an Officers' Certificate,
such Officers' Certificate shall be delivered to the Trustee at or prior to the
delivery of the Company Order contemplated by Section 3.3 for the authentication
and delivery of such Securities.

Unless otherwise specified as contemplated by Section 3.1, Bearer
Securities shall have interest coupons attached.

The permanent Securities and coupons, if any, shall be printed,
lithographed or engraved or produced by any combination of these methods or may
be produced in any other manner, all as determined by the officers executing
such Securities and coupons, if any, as evidenced by their execution of such
Securities and coupons, if any.

Section 2.2. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's
certificate of authentication shall be in substantially the following form:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of a series issued under the within-mentioned
Indenture.

STATE STREET BANK AND TRUST COMPANY,
as Trustee

Dated: By:_________________________________
Authorized Signatory

Section 2.3. SECURITIES IN GLOBAL FORM. If Securities of or within a series
are issuable in whole or in part in temporary or permanent global form, as
specified as contemplated by Section 3.1, then, notwithstanding clause (8) of
Section 3.1(b) and the provisions of Section 3.2, any such Security shall
represent such of the outstanding securities of such series as shall

be specified therein and may provide that it shall represent the aggregate
amount of Outstanding Securities from time to time endorsed thereon and that
the aggregate amount of Outstanding Securities represented thereby may from
time to time be reduced to reflect exchanges. Any endorsement of a Security
in global form to reflect the amount, or any increase or decrease in the
amount, or changes in the rights of Holders, of Outstanding Securities
represented thereby, shall be made by the Trustee in such manner and upon
instructions given by such Person or Persons as shall be specified therein or
in the Company Order to be delivered to the Trustee pursuant to Section 3.3
or 3.4. Subject to the provisions of Section 3.3 and, if applicable, Section
3.4, the Trustee shall deliver and redeliver any Security in global form in
the manner and upon instructions given by the Person or Persons specified
therein or in the applicable Company Order. Any instructions by the Company
with respect to endorsement or delivery or redelivery of a Security in global
form shall be in writing but need not comply with Section 1.2 hereof and need
not be accompanied by an Opinion of Counsel.

The provisions of the last paragraph of Section 3.3 shall apply to any
Security in global form if such Security was never issued and sold by the
Company and the Company delivers to the Trustee the Security in global form
together with written instructions (which need not comply with Section 1.2 and
need not be accompanied by an Opinion of Counsel) with regard to the reduction
in the principal amount of Securities represented thereby, together with the
written statement contemplated by the last paragraph of Section 3.3.

Notwithstanding the provisions of Sections 2.1 and 3.7, unless otherwise
specified as contemplated by Section 3.1, payment of principal of, premium, if
any, and interest on any Security in permanent global form shall be made to the
Person or Persons specified therein.

ARTICLE 3

THE SECURITIES

Section 3.1. AMOUNT UNLIMITED; ISSUABLE IN SERIES. (a) The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited. The Securities may be issued from time to time in
one or more series.

(b) The Securities may be issued in one or more series, each of which shall
be issued by or pursuant to a Board Resolution of the Company and the Guarantor
or one or more supplemental indentures thereto. With respect to any particular
series of Securities, there shall be established by or pursuant to a Board
Resolution of the Company and the Guarantor and set forth (or the manner of
determination set forth) in an Officers' Certificate of the Company and the
Guarantor:

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

(2) any limit upon the aggregate principal amount of the Securities of
the series which may be authenticated and delivered under this Indenture
(which limit shall not pertain to (i) Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu
of, other Securities of the series pursuant to Section 3.4, 3.5, 3.6, 8.6,
or 10.7 and (ii) any Securities which, pursuant to the last paragraph of
Section 3.3, are deemed never to have been authenticated and delivered
hereunder);

(3) the date or dates on which or periods during which the Securities
of the series may be issued, and the date or dates (or the method of
determination thereof) on which the principal of (and premium, if any, on)
the Securities of such series are or may be payable (which, if so provided
in such Board Resolution or supplemental indenture, may be determined by
the Company from time to time and set forth in the Securities of the series
issued from time to time);

(4) the rate or rates at which the Securities of the series shall bear
interest, if any, or the method of calculating such rate or rates of
interest, the date or dates from which such interest shall accrue or the
method by which such date or dates shall be determined, the Interest
Payment Dates on which any such interest shall be payable (or the method of
determination thereof) and, with respect to Registered Securities, the
Regular Record Date, if any, for the interest payable on any Registered
Security on any Interest Payment Date;

(5) the place or places where, subject to the provisions of Section
9.2, the principal of, premium, if any, and interest, if any, on Securities
of the series shall be payable; the extent to which, or the manner in
which, any interest payable on any Security in global form on an Interest
Payment Date will be paid, if other than in the manner provided in Section
3.7; and the manner in which any principal of, or premium, if any, on, any
Security in global form will be paid, if other than as set forth elsewhere
herein;

(6) the period or periods within which, or the date or dates on which,
the price or prices at which, the currency or currencies (including
currency units) in which, and the other terms and conditions upon which,
Securities of the series may be redeemed, in whole or in part, at the
option of the Company and, if other than as provided in Section 10.3, the
manner in which the particular Securities of such series (if less than all
Securities of such series are to be redeemed) are to be selected for
redemption;

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

(8) if other than denominations of $1,000 and any integral multiple
thereof, if Registered Securities, and if other than denominations of
$5,000, if Bearer Securities, the denominations in which Securities of the
series shall be issuable;

(9) if other than Dollars, the currency or currencies (including
currency units) in which the principal of, premium, if any, and interest,
if any, on the Securities of the series shall be payable, or in which the
Securities of the series shall be denominated, the particular provisions
applicable thereto in accordance with, in addition to, or in lieu of the
provisions of Section 3.11, and whether the Securities of the series may be
satisfied and discharged other than as provided in Article 4;

(10) if the payments of principal of, premium, if any, or interest, if
any, on the Securities of the series are to be made, at the election of the
Company, the Guarantor or a Holder, in a currency or currencies (including
currency units) other than that in which such Securities are denominated or
designated to be payable, the currency or currencies (including currency
units) in which such payments are to be made, the terms and conditions of
such payments and the manner in which the exchange rate with respect to
such payments shall be determined, the particular provisions applicable
thereto in accordance with, in addition to, or in lieu of the provisions of
Section 3.11, and whether the Securities of the series may be satisfied and
discharged other than as provided in Article 4;

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

(12) if other than the principal amount thereof, the portion of the
principal amount of such Securities of the series which shall be payable
upon declaration of acceleration thereof pursuant to Section 5.2 or the
method by which such portion shall be determined;

(13) if other than as provided in Section 3.7, the Person to whom any
interest on any Registered Security of the series shall be payable, the
manner in which, or the Person to whom, any interest on any Bearer
Securities of the series shall be payable, and the extent to which, or the
manner in which (including any certification requirement and other terms
and conditions under which), any interest payable on a temporary or
permanent global Security on an Interest Payment Date will be paid if other
than in the manner provided in Section 2.3 and Section 3.4, as applicable;

(14) provisions, if any, granting special rights to the Holders of
Securities of the series upon the occurrence of such events as may be
specified;

(15) any deletions from, modifications of or additions to the Events
of Default set forth in Section 5.1 or covenants of the Company and/or the
Guarantor set forth in Article 9 pertaining to the Securities of the
series;

(16) under what circumstances, if any, the Company or the Guarantor
will pay additional amounts on the Securities of that series held by a
Person who is not a U.S. Person in respect of taxes or similar charges
withheld or deducted and, if so, whether the Company will have the option
to redeem such Securities rather than pay such additional amounts (and the
terms of any such option);

(17) whether Securities of the series shall be issuable as Registered
Securities or Bearer Securities (with or without interest coupons), or
both, and any restrictions applicable to the offering, sale or delivery of
Bearer Securities and, if other than as provided in Section 3.5, the terms
upon which Bearer Securities of a series may be exchanged for Registered
Securities of the same series and vice versa;

(18) the date as of which any Bearer Securities of the series and any
temporary global Security representing outstanding Securities of the series
shall be dated if other than the date of original issuance of the first
Security of the series to be issued;

(19) the applicability, if any, to the Securities of or within the
series of Sections 4.4 and 4.5, or such other means of defeasance or
covenant defeasance as may be specified for the Securities and coupons, if
any, of such series, and whether, for the purpose of such defeasance or
covenant defeasance, the term "Government Obligations" shall include
obligations referred to in the definition of such term which are not
obligations of the United States or an agency or instrumentality of the
United States;

(20) if other than the Trustee, the identity of the Registrar and any
Paying Agent including any offshore Paying Agent (a "Special Paying Agent")
required to act as paying agent and/or exchange agent for a series of
Securities outside of the United States;

(21) any terms which may be related to warrants issued by the Company
in connection with, or for the purchase of, Securities of such series,
including whether and under what circumstances the Securities of any series
may be used toward the exercise price of any such warrants;

(22) the designation of the initial Exchange Rate Agent, if any;

(23) whether Securities of the series shall be issued in whole or in
part in temporary or permanent global form and, if so, (i) the initial
Depositary for such global Securities and (ii) if other than as provided in
Section 3.4 or 3.5, as applicable, whether and the circumstances under
which beneficial owners of interests in any Securities of the series in
temporary or permanent global form may exchange such

interests for Securities of such series and of like tenor of any authorized
form and denomination;

(24) if Bearer Securities of the series are to be issued, (x) whether
interest in respect of any portion of a temporary Security in global form
(representing all of the Outstanding Bearer Securities of the series)
payable in respect of any Interest Payment Date prior to the exchange of
such temporary Security for definitive Securities of the series shall be
paid to any clearing organization with respect to the portion of such
temporary Security held for its account and, in such event, the terms and
conditions (including any certification requirements) upon which any such
interest payment received by a clearing organization will be credited to
the Persons entitled to interest payable on such Interest Payment Date, and
(y) the terms upon which interests in such temporary Security in global
form may be exchanged for interests in a permanent Security in global form
or for definitive Securities of the series and the terms upon which
interests in a permanent Security in global form, if any, may be exchanged
for definitive Securities of the series;

(25) if other than as provided in Article 13, the terms and conditions
under which the Securities and the Guarantee will be subordinated to the
Senior Indebtedness of the Company and the Senior Indebtedness of the
Guarantor, respectively, and deletions from, modifications of or additions
to the definition of Senior Indebtedness; and

(26) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture), including any terms
which may be required by or advisable under United States laws or
regulations or advisable in connection with the marketing of Securities of
the series.

(c) All Securities of any one series and coupons, if any, appertaining to
any Bearer Securities of such series shall be substantially identical except as
to denomination and the rate or rates of interest, if any, and Stated Maturity,
the date from which interest, if any, shall accrue and except as may otherwise
be provided in or pursuant to an Officers' Certificate pursuant to this Section
3.1 or in an indenture supplemental hereto. All Securities of any one series
need not be issued at the same time and, unless otherwise provided, a series may
be reopened, without the consent of the Holders, for issuances of additional
Securities of such series or for the establishment of additional terms with
respect to the Securities of such series.

(d) If any of the terms of the Securities of any series are established by
action taken pursuant to a Board Resolution, a copy of such Board Resolution
shall be certified by the Secretary or an Assistant Secretary of the Company or
the Guarantor, as the case may be, and delivered to the Trustee at or prior to
the delivery of the Officers' Certificate of the Company or the Guarantor,
setting forth, or providing the manner for determining, the terms of the
Securities of such series, and an appropriate record of any action taken
pursuant thereto in connection with the issuance of any Securities of such
series shall be delivered to the Trustee prior to the authentication and
delivery thereof. With respect to Securities of a series subject

to a Periodic Offering, such Board Resolutions or Officers' Certificates may
provide general terms for Securities of such series and provide either that
the specific terms of particular Securities of such series shall be specified
in a Company Order and a Guarantor Order, or that such terms shall be
determined by the Company and the Guarantor, or one or more of their
respective agents designated in their respective Officers' Certificates, in
accordance with the Company Order and the Guarantor Order, as contemplated by
the first proviso of the third paragraph of Section 3.3.

Section 3.2. DENOMINATIONS. Unless otherwise provided as contemplated by
Section 3.1, any Registered Securities of a series shall be issuable in
denominations of $1,000 and any integral multiple thereof and any Bearer
Securities of a series shall be issuable in denominations of $5,000.

Section 3.3. EXECUTION, AUTHENTICATION, DELIVERY AND DATING. Securities
shall be executed on behalf of the Company by the Chairman or one of its
Co-Chairmen or its President and Chief Executive Officer (or any other
officer certified by any of the foregoing officers in an Officer's
Certificate to be an executive officer of the Company) and attested to by its
Secretary or an Assistant Secretary. The Company's seal shall be affixed to
the Securities, or a facsimile of such seal shall be engraved, printed, or
otherwise reproduced on the Securities. The signatures of such officers on
the Securities may be manual or facsimile. The coupons, if any, of Bearer
Securities shall bear the facsimile signature of the Chairman or one of the
Co-Chairmen or President and Chief Executive Officer (or any other officer
certified by any of the foregoing officers in an Officer's Certificate to be
an executive officer of the Company) and shall be attested by the Secretary
or an Assistant Secretary of the Company.

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

At any time and from time to time, the Company may deliver Securities,
together with any coupons appertaining thereto, of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and make available for delivery such Securities, and the Trustee
in accordance with the Company Order shall authenticate and deliver such
Securities; PROVIDED, HOWEVER, that in the case of Securities offered in a
Periodic Offering, the Trustee shall authenticate and deliver such Securities
from time to time in accordance with such other procedures (including, without
limitation, the receipt by the Trustee of oral or electronic instructions from
the Company or its duly authorized agents, promptly confirmed in writing)
acceptable to the Trustee as may be specified by or pursuant to a Company Order
delivered to the Trustee prior to the time of the first authentication of
Securities of such series; PROVIDED, FURTHER, that, in connection with its sale
during the "restricted period" (as defined in Section 1.163-5(c)(2)(i)(D)(7) of
the United States Treasury Regulations), no Bearer Security shall be mailed or
otherwise delivered to any location in the United States. If any Security shall
be represented by a permanent Security in

global form, then, for purposes of this Section and Section 3.4, the notation
of a beneficial owner's interest therein upon original issuance of such
Security or upon exchange of a portion of a temporary Security in global form
shall be deemed to be delivery in connection with the original issuance of
such beneficial owner's interest in such permanent Security in global form.
Except as permitted by Section 3.6 or 3.7, the Trustee shall not authenticate
and deliver any Bearer Security unless all coupons for interest then matured
have been detached and cancelled.

If the form or terms of the Securities of a series have been established by
or pursuant to one or more Officers' Certificates as permitted by Sections 2.1
and 3.1, in authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to section 315(a) through (d)
of the Trust Indenture Act) shall be fully protected in relying upon, an Opinion
of Counsel stating,

(1) all instruments furnished by the Company or the Guarantor to the
Trustee in connection with the authentication and delivery of such
Securities and coupons conform to the requirements of this Indenture and
constitute sufficient authority hereunder for the Trustee to authenticate
and deliver such Securities and coupons;

(2) that the forms and terms of such Securities and any coupons have
been established in conformity with the provisions of this Indenture;

(3) the execution and delivery of such Securities and coupons have
been duly authorized by all necessary corporate action of the Company and
such Securities and coupons have been duly executed by the Company, and
that such Securities together with any coupons appertaining thereto, when
authenticated and delivered by the Trustee and issued by the Company in the
manner and subject to any conditions specified in such Opinion of Counsel,
will constitute valid and legally binding obligations of the Company,
enforceable in accordance with their terms, subject to customary
exceptions;

(4) in the event that the forms or terms of such Securities and
coupons have been established in a supplemental indenture, the execution
and delivery of such supplemental indenture has been duly authorized by all
necessary corporate action of the Company, such supplemental indenture has
been duly executed and delivered by the Company and, assuming due
authorization, execution and delivery by the Trustee, is a valid and
binding obligation enforceable against the Company in accordance with its
terms, subject to applicable bankruptcy, insolvency and similar laws
affecting creditors' rights generally and subject, as to enforceability, to
general principles of equity (regardless of whether enforcement is sought
in a proceeding in equity or at law); and

(5) the amount of Securities Outstanding of such series, together with
the amount of such Securities, does not exceed any limit established under
the terms of

this Indenture on the amount of Securities of such series that may be
authenticated and delivered;

PROVIDED, HOWEVER, that, with respect to Securities of a series subject to a
Periodic Offering, the Trustee shall be entitled to receive such Opinion of
Counsel only once at or prior to the time of the first authentication of
Securities of such series and that the Opinion of Counsel above may state:

(x) that the forms of such Securities have been, and the terms of such
Securities (when established in accordance with such procedures as may be
specified from time to time in a Company Order, all as contemplated by and
in accordance with a Board Resolution or an Officers' Certificate pursuant
to Section 3.1, as the case may be) will have been, established in
conformity with the provisions of this Indenture; and

(y) that such Securities, together with the coupons, if any,
appertaining thereto, when (1) executed by the Company, (2) completed,
authenticated and delivered by the Trustee in accordance with this
Indenture, and (3) issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid and
legally binding obligations of the Company, enforceable in accordance with
their terms, subject to customary exceptions.

With respect to Securities of a series subject to a Periodic Offering,
the Trustee may conclusively rely, as to the authorization by the Company of any
of such Securities, the form and terms thereof and the legality, validity,
binding effect and enforceability thereof, upon the Opinion of Counsel and other
documents delivered pursuant to Sections 2.1 and 3.1 and this Section, as
applicable, at or prior to the time of the first authentication of Securities of
such series unless and until it has received written notification that such
opinion or other documents have been superseded or revoked. In connection with
the authentication and delivery of Securities of a series subject to a Periodic
Offering, the Trustee shall be entitled to assume that the Company's
instructions to authenticate and deliver such Securities do not violate any
rules, regulations or orders of any governmental agency or commission having
jurisdiction over the Company or the Guarantor.

If the form or terms of the Securities of a series have been established by
or pursuant to one or more Officers' Certificates as permitted by Sections 2.1
and 3.1, the Trustee shall have the right to decline to authenticate such
Securities if the issue of such Securities pursuant to this Indenture will
adversely affect the Trustee's own rights, duties or immunities under this
Indenture or otherwise in a manner which is not reasonably acceptable to the
Trustee. Notwithstanding the generality of the foregoing, the Trustee will not
be required to authenticate Securities denominated in a Foreign Currency if the
Trustee reasonably believes that it would be unable to perform its duties with
respect to such Securities.

Notwithstanding the provisions of Section 3.1 and of the two preceding
paragraphs, if all of the Securities of any series are not to be issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 3.1 at or prior to the

time of the authentication of each Security of such series if such Officers'
Certificate is delivered at or prior to the authentication upon original
issuance of the first Security of such series to be issued.

If the Company shall establish pursuant to Section 3.1 that the Securities
of a series are to be issued in whole or in part in global form, then the
Company shall execute and the Trustee shall, in accordance with this Section and
the Company Order with respect to such series, authenticate and deliver one or
more Securities in global form that (i) shall represent and shall be denominated
in an amount equal to the aggregate principal amount of the Outstanding
Securities of such series to be represented by such Security or Securities in
global form, (ii) shall be registered, if a Registered Security, in the name of
the Depositary for such Security or Securities in global form or the nominee of
such Depositary and (iii) shall be delivered by the Trustee to such Depositary
or pursuant to such Depositary's instruction.

Each Depositary designated pursuant to Section 3.1 for a Registered
Security in global form must, at the time of its designation and at all times
while it serves as Depositary, be a clearing agency registered under the
Securities Exchange Act of 1934 and any other applicable statute or regulation.
The Trustee shall have no responsibility to determine if the Depositary is so
registered. Each Depositary shall enter into an agreement with the Trustee
governing the respective duties and rights of such Depositary and the Trustee
with regard to Securities issued in global form.

Each Registered Security shall be dated the date of its authentication and
each Bearer Security (including a Bearer Security represented by a temporary
global Security) shall be dated as of the date specified as contemplated by
Section 3.1.

No Security or coupon appertaining thereto shall be entitled to any
benefits under this Indenture or be valid or obligatory for any purpose until
such Security is authenticated by the manual signature of one of the authorized
signatories of the Trustee or an Authenticating Agent. Such signature upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered under this Indenture and is entitled
to the benefits of this Indenture. Except as permitted by Section 3.6 or 3.7,
the Trustee shall not authenticate and deliver any Bearer Security unless all
appurtenant coupons for interest then matured have been detached and cancelled.

Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 3.9 together with a written statement (which need not comply
with Section 1.2 and need not be accompanied by an Opinion of Counsel) stating
that such Security has never been issued and sold by the Company, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall not be entitled to the benefits
of this Indenture.

Section 3.4. TEMPORARY SECURITIES. Pending the preparation of definitive
Securities of any series, the Company may execute and, upon Company Order, the
Trustee shall authenticate and deliver temporary Securities of such series which
are printed, lithographed, typewritten, mimeographed or otherwise produced, in
any authorized denomination, substantially of the tenor and form, with or
without coupons, of the definitive Securities in lieu of which they are issued
and with such appropriate insertions, omissions, substitutions and other
variations as the officers executing such Securities may determine, as
conclusively evidenced by their execution of such Securities and coupons, if
any. In the case of Securities of any series, such temporary Securities may be
in global form.

Except in the case of temporary Securities in global form, each of which
shall be exchanged in accordance with the provisions thereof, if temporary
Securities of any series are issued, the Company will cause permanent Securities
of such series to be prepared without unreasonable delay. After preparation of
such permanent Securities, the temporary Securities shall be exchangeable for
such permanent Securities of like tenor upon surrender of the temporary
Securities of such series at the office or agency of the Company pursuant to
Section 9.2 in a Place of Payment for such series, without charge to the Holder.
Upon surrender for cancellation of any one or more temporary Securities of any
series (accompanied by any unmatured coupons appertaining thereto), the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of permanent Securities of the same series of
authorized denominations and of like tenor; PROVIDED, HOWEVER, that no permanent
Bearer Security shall be delivered in exchange for a temporary Registered
Security; and PROVIDED FURTHER that no permanent Bearer Security shall be
delivered in exchange for a temporary Bearer Security unless the Trustee shall
have received from the person entitled to receive the definitive Bearer Security
a certificate substantially in the form approved in the Officers' Certificate
relating thereto and such delivery shall occur only outside the United States.
Until so exchanged, the temporary Securities of any series thereon shall in all
respects be entitled to the same benefits under this Indenture as permanent
Securities of such series except as otherwise specified as contemplated by
Section 3.1.

Section 3.5. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE. (a) The
Company shall cause to be kept at the Corporate Trust Office of the Trustee or
in any office or agency to be maintained by the Company in accordance with
Section 9.2 in a Place of Payment a register (the "Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide
for the registration of Registered Securities and the registration of transfers
of Registered Securities. The Register shall be in written form or any other
form capable of being converted into written form within a reasonable time. The
Trustee is hereby appointed "Registrar" for the purpose of registering
Registered Securities and transfers of Registered Securities as herein provided.

Upon surrender for registration of transfer of any Registered Security of
any series at the office or agency maintained pursuant to Section 9.2 in a Place
of Payment for that series, 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, of a like aggregate principal amount and
tenor and with like terms and conditions.

Bearer Securities or any coupons appertaining thereto shall be transferable
by delivery.

At the option of the Holder, Registered Securities of any series (except a
Registered Security in global form) may be exchanged for other Registered
Securities of the same series, of any authorized denominations and of a like
aggregate principal amount containing identical terms and provisions, upon
surrender of the Registered Securities to be exchanged at such office or agency.
Whenever any Registered Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Registered
Securities which the Holder making the exchange is entitled to receive. Unless
otherwise specified as contemplated by Section 3.1, Bearer Securities may not be
issued in exchange for Registered Securities.

(b) Unless otherwise specified as contemplated by Section 3.1, to the
extent permitted by law, at the option of the Holder, Bearer Securities of such
series may be exchanged for Registered Securities (if the Securities of such
series are issuable in registered form) or Bearer Securities (if Bearer
Securities of such series are issuable in more than one denomination and such
exchanges are permitted by such series) of the same series, of any authorized
denominations and of like tenor and aggregate principal amount, upon surrender
of the Bearer Securities to be exchanged at any such office or agency, with all
unmatured coupons and all matured coupons in default thereto appertaining. If
the Holder of a Bearer Security is unable to produce any such unmatured coupon
or coupons or matured coupon or coupons in default, such exchange may be
effected if the Bearer Securities are accompanied by payment in funds acceptable
to the Company and the Trustee in an amount equal to the face amount of such
missing coupon or coupons, or the surrender of such missing coupon or coupons
may be waived by the Company and the Trustee if there be furnished to them such
security or indemnity as they may require to save each of them and any Paying
Agent harmless. If thereafter the Holder of such Security shall surrender to
any Paying Agent any such missing coupon in respect of which such a payment
shall have been made, such Holder shall be entitled to receive the amount of
such payment; PROVIDED, HOWEVER, that, except as otherwise provided in Section
9.2, interest represented by coupons shall be payable only upon presentation and
surrender of those coupons at an office or agency located outside the United
States. Notwithstanding the foregoing, in case any Bearer Security of any series
is surrendered at any such office or agency in exchange for a Registered
Security of the same series after the close of business at such office or agency
on (i) any Regular Record Date and before the opening of business at such office
or agency on the relevant Interest Payment Date, or (ii) any Special Record Date
and before the opening of business at such office or agency on the related date
for payment of Defaulted Interest, such Bearer Security shall be surrendered
without the coupon relating to such Interest Payment Date or proposed date of
payment, as the case may be (or, if such coupon is so surrendered with such
Bearer Security, such coupon shall be returned to the person so surrendering the
Bearer Security), and interest or Defaulted Interest, as the case may be, will
not be payable on such Interest Payment Date or proposed date for payment, as
the case may be, in respect of the Registered Security issued in exchange

for such Bearer Security, but will be payable only to the Holder of such
coupon, when due in accordance with the provisions of this Indenture. The
Company shall execute, and the Trustee shall authenticate and deliver, the
Registered Security or Securities which the Holder making the exchange is
entitled to receive.

Notwithstanding the foregoing, the exchange of Bearer Securities for
Registered Securities will be subject to the provisions of United States income
tax laws and regulations applicable to Securities in effect at the time of such
exchange.

(c) Except as otherwise specified pursuant to Section 3.1, in no event may
Registered Securities, including Registered Securities received in exchange for
Bearer Securities, be exchanged for Bearer Securities.

(d) If the Company shall establish pursuant to Section 3.1 that the
Registered Securities of a series are to be issued in whole or in part in the
form of one or more Securities in global form, then the Company shall execute
and the Trustee shall, in accordance with Section 3.3 and the Company Order with
respect to such series, authenticate and deliver one or more Securities in
global form in temporary or permanent form that (i) shall represent and shall be
denominated in an amount equal to the aggregate principal amount of the
Outstanding Securities of such series to be represented by one or more
Securities in global form, (ii) shall be registered in the name of the
Depositary for such Security or Securities in global form or the nominee of such
depositary, and (iii) shall bear a legend substantially to the following effect:
"This Security may not be transferred except as a whole by the Depositary to a
nominee of the Depositary or by a nominee of the Depositary to the Depositary or
another nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary, unless and until
this Security is exchanged in whole or in part for Securities in definitive
form."

Notwithstanding any other provision (other than the provisions set forth in
the seventh and eighth paragraphs of this Section) of this Section, unless and
until it is exchanged in whole or in part for Securities in certificated form, a
Security in global form representing all or a portion of the Securities of a
series may not be transferred except as a whole by the Depositary for such
series to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by such Depositary or
any such nominee to a successor Depositary for such series or a nominee of such
successor Depositary.

If at any time the Depositary for the Securities of a series notifies the
Company that it is unwilling or unable to continue as Depositary for the
Securities of such series or if at any time the Depositary for the Securities of
such series shall no longer be eligible under Section 3.3, the Company shall
appoint a successor Depositary with respect to the Securities of such series. If
a successor Depositary for the Securities of such series is not appointed by the
Company within 90 days after the issuer receives such notice or becomes aware of
such ineligibility, the Company's election pursuant to Section 3.1 shall no
longer be effective with respect to the Securities of such series and the
Company shall execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of certificated Securities of

such series of like tenor, shall authenticate and deliver Securities of such
series of like tenor in certificated form, in authorized denominations and in
an aggregate principal amount equal to the principal amount of the Security
or Securities of such series of like tenor in global form in exchange for
such Security or Securities in global form.

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

If specified by the Company pursuant to Section 3.1 with respect to a
series of Securities, the Depositary for such series may surrender a Security in
global form of such series in exchange in whole or in part for Securities of
such series in certificated form on such terms as are acceptable to the Company
and such Depositary. Thereupon, the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge,

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

(ii) to such Depositary a new Security in global form of like tenor in
a denomination equal to the difference, if any, between the principal
amount of the surrendered Security in global form and the aggregate
principal amount of certificated Securities delivered to Holders thereof.

Upon the exchange of a Security in global form for Securities in
certificated form, such Security in global form shall be cancelled by the
Trustee. Unless expressly provided with respect to the Securities of any series
that such Security may be exchanged for Bearer Securities, Securities in
certificated form issued in exchange for a Security in global form pursuant to
this Section shall be registered in such names and in such authorized
denominations as the Depositary for such Security in global form, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Securities to the Persons
in whose names such Securities are so registered.

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

All Securities issued upon any registration of transfer or upon any
exchange of Securities shall be the valid obligations of the Company, evidencing
the same debt, and

entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

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

No service charge shall be made for any registration of transfer or for any
exchange of Securities, but 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 registration or transfer or exchange of Securities, other than
exchanges pursuant to Section 3.4 or 10.7 not involving any transfer.

In the event of any redemption in part, the Company shall not be required
(i) to issue, register the transfer of, or exchange any Securities of any series
for a period beginning at the opening of business 15 days before any selection
for redemption of Securities of like tenor and of the series of which such
Security is a part and ending at the close of business on the earliest date on
which the relevant notice of redemption is deemed to have been given to all
Holders of Securities of like tenor and of such series to be redeemed; (ii) to
register the transfer of or exchange any Registered Security so selected for
redemption, in whole or in part, called for redemption or otherwise surrendered
for repayment, except the unredeemed or unrepaid portion of any Security being
redeemed in part; or (iii) to exchange any Bearer Security so selected for
redemption, except that such a Bearer Security may be exchanged for a Registered
Security of that series and like tenor; PROVIDED that such Registered Security
shall be simultaneously surrendered for redemption.

Section 3.6. REPLACEMENT SECURITIES. If a mutilated Security or a Security
with a mutilated coupon appertaining to it is surrendered to the Trustee,
together with, in proper cases, such security or indemnity as may be required by
the Company or the Trustee to save each of them harmless, the Company shall
execute and the Trustee shall authenticate and deliver a replacement Registered
Security, if such surrendered Security was a Registered Security, or a
replacement Bearer Security with coupons corresponding to the coupons
appertaining to the surrendered Security, if such surrendered Security was a
Bearer Security, of the same series and date of maturity, if the Trustee's
requirements are met.

If there shall be delivered to the Company, the Guarantor and the Trustee
(i) evidence to their satisfaction of the destruction, loss or theft of any
Security or Security with a destroyed, lost or stolen coupon and (ii) such
security or indemnity as may be required by them to save each of them and any
agent of either of them harmless, then, in the absence of notice to the Company,
the Guarantor 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
replacement Registered Security if such Holder's

claim appertains to a Registered Security, or a replacement Bearer Security
with coupons corresponding to the coupons appertaining to the destroyed, lost
or stolen Bearer Security or the Bearer Security to which such lost,
destroyed or stolen coupon appertains, if such Holder's claim appertains to a
Bearer Security, of the same series and principal amount, containing
identical terms and provisions and bearing a number not contemporaneously
outstanding with coupons corresponding to the coupons, if any, appertaining
to the destroyed, lost or stolen Security.

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 or coupon, pay such Security or coupon;
PROVIDED, HOWEVER, that payment of principal of and any premium or interest on
Bearer Securities shall, except as otherwise provided in Section 9.2, be payable
only at an office or agency located outside the United States and, unless
otherwise specified as contemplated by Section 3.1, any interest on Bearer
Securities shall be payable only upon presentation and surrender of the coupons
appertaining thereto.

Upon the issuance of any new Security under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of counsel of the Company and 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 a Security to which a destroyed, lost or stolen coupon appertains,
shall constitute an original additional contractual obligation of the Company
guaranteed by the Guarantor, whether or not the destroyed, lost or stolen
Security and its coupon, if any, or the destroyed, lost or stolen coupon, shall
be at any time enforceable by anyone, and shall be entitled to all the benefits
of this Indenture equally and proportionately with any and all other Securities
of that series and their coupons, if any, duly issued hereunder.

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

Section 3.7. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED. (a) Unless
otherwise provided as contemplated by Section 3.1, interest, if any, on any
Registered Security which is payable, and is punctually paid or duly provided
for, on any Interest Payment Date shall be paid to the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest at the office or agency
maintained for such purpose pursuant to Section 9.2; PROVIDED, HOWEVER, that, at
the option of the Company or the Guarantor, as the case may be, interest on any
series of Registered Securities that bear interest may be paid (i) by check
mailed to the address of the Person entitled thereto as it shall appear on the
Register of Holders of Securities of such series or (ii) to the extent specified
as contemplated by Section 3.1, by wire transfer to an

account maintained by the Person entitled thereto as specified in the
Register of Holders of Securities of such series.

Unless otherwise provided as contemplated by Section 3.1, (i) interest, if
any, on Bearer Securities shall be paid only against presentation and surrender
of the coupons for such interest installments as are evidenced thereby as they
mature and (ii) original issue discount, if any, on Bearer Securities shall be
paid only against presentation and surrender of such Securities; in either case
at the office of a Paying Agent located outside the United States, unless the
Company or the Guarantor, as the case may be, shall have otherwise instructed
the Trustee in writing provided that any such instruction for payment in the
United States does not cause any Bearer Security to be treated as a
"registration-required obligation" under the United States law and regulations.
The interest, if any, on any temporary Bearer Security shall be paid, as to any
installment of interest evidenced by a coupon attached thereto, only upon
presentation and surrender of such coupon and, as to other installments of
interest, only upon presentation of such Security for notation thereon of the
payment of such interest. If at the time a payment of principal of or interest,
if any, on a Bearer Security or coupon shall become due, the payment of the full
amount so payable at the office or offices of all the Paying Agents outside the
United States is illegal or effectively precluded because of the imposition of
exchange controls or other similar restrictions on the payment of such amount in
Dollars, then the Company or the Guarantor, as the case may be, may instruct the
Trustee to make such payments at a Paying Agent located in the United States,
provided that provision for such payment in the United States would not cause
such Bearer Security to be treated as a "registration-required obligation" under
the United States law and regulations.

(b) Unless otherwise provided as contemplated by Section 3.1, any interest
on any Registered Security of any series which is payable, but is not punctually
paid or duly provided for, on any interest payment date (herein called
"Defaulted Interest") shall forthwith cease to be payable to the Holder on the
relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company or the Guarantor, at its election
in each case, as provided in clause (1) or (2) below:

(1) The Company or the Guarantor may elect to make payment of any
Defaulted Interest to the Persons in whose names the Registered Securities
of such series (or their respective Predecessor Securities) are registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest, which shall be fixed in the following manner. The
Company or the Guarantor shall deposit with the Trustee an amount of money
equal to the aggregate amount proposed to be paid in respect of such
Defaulted Interest or shall make arrangements satisfactory to the Trustee
for such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to
such Defaulted Interest as in this clause (1) provided. Thereupon the
Trustee shall fix a Special Record Date for the payment of such Defaulted
Interest which shall be not more than 15 days and not less than 10 days
prior to the date of the proposed payment and not less than 10 days after
the receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company or the Guarantor of such Special
Record Date and, in the name and at the expense of the Company or the

Guarantor, as the case may be, shall cause notice of the proposed payment
of such Defaulted Interest and the Special Record Date therefor to be
mailed, first-class postage prepaid, to each Holder of Registered
Securities of such series at his address as it appears in the Register, not
less than 10 days prior to such Special Record Date. Notice of the
proposed payment of such Defaulted Interest and the Special Record Date
therefor having been so mailed, such Defaulted Interest shall be paid to
the Persons in whose names the Securities of such series (or their
respective Predecessor Securities) are registered at the close of business
on such Special Record Date and shall no longer be payable pursuant to the
following clause (2).

(2) The Company or the Guarantor may make payment of any Defaulted
Interest to the Persons in whose names the Registered Securities of such
series (or their respective Predecessor Securities) are registered at the
close of business on a specified date in any other lawful manner not
inconsistent with the requirements of any securities exchange on which such
Securities may be listed, and upon such notice as may be required by such
exchange, if, after notice given by the Company or the Guarantor to the
Trustee of the proposed payment pursuant to this clause (2), such manner of
payment shall be deemed practicable by the Trustee.

(c) Subject to the foregoing provisions of this Section and Section 3.5,
each Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

(d) Any Defaulted Interest payable in respect of Bearer Securities of any
series shall be payable pursuant to such procedures as may be satisfactory to
the Trustee in such manner that there is no discrimination between the Holders
of Registered Securities (if any) and Bearer Securities of such series, and
notice of the payment date therefor shall be given by the Trustee, in the name
and at the expense of the Company, in the manner provided in Section 1.6 not
more than 25 days and not less than 20 days prior to the date of the proposed
payment.

Section 3.8. PERSONS DEEMED OWNERS. Prior to due presentment of any
Registered Security for registration of transfer, the Company, the Guarantor,
the Trustee and any agent of the Company, the Guarantor or the Trustee may treat
the Person in whose name such Registered Security is registered as the owner of
such Registered Security for the purpose of receiving payment of principal of,
premium, if any, and (subject to Section 3.7) interest on such Registered
Security and for all other purposes whatsoever, whether or not such Registered
Security be overdue, and neither the Company, the Guarantor, the Trustee nor any
agent of the Company, the Guarantor or the Trustee shall be affected by notice
to the contrary.

The Company, the Guarantor, the Trustee and any agent of the Company, the
Guarantor or the Trustee may treat the bearer of any Bearer Security and the
bearer of any coupon as the absolute owner of such Bearer Security or coupon for
the purpose of receiving payment thereof or on account thereof and for all other
purposes whatsoever, whether or not

such Bearer Security or coupon be overdue, and neither the Company, the
Guarantor, the Trustee nor any agent of the Company, the Guarantor or the
Trustee shall be affected by notice to the contrary. All payments made to
any Holder, or upon his order, shall be valid, and, to the extent of the sum
or sums paid, effectual to satisfy and discharge the liability for moneys
payable upon such Security or coupon.

None of the Company, the Guarantor, the Trustee or any agent of the
Company, the Guarantor or the Trustee shall have any responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial ownership interests of a Security in global form, or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests. Notwithstanding the foregoing, with respect to any Security in
global form, nothing herein shall prevent the Company, the Guarantor or the
Trustee, or any agent of the Company, the Guarantor or the Trustee, from giving
effect to any written certification, proxy or other authorization furnished by
any Depositary (or its nominee), as a Holder, with respect to such Security in
global form or impair, as between such Depositary and owners of beneficial
interests in such Security in global form, the operation of customary practices
governing the exercise of the rights of such Depositary (or its nominee) as
Holder of such Security in global form.

The Company or the Guarantor, as the case may be, shall have the right to
require a Holder, in connection with the payment of the principal of, premium,
if any, and interest, if any, on any Security, to certify information to the
Company or the Guarantor, as the case may be, or, in the absence of such
certification, the Company or the Guarantor, as the case may be, shall be
entitled to rely on any legal presumption to enable the Company or the
Guarantor, as the case may be, to determine its duties and liabilities, if any,
to deduct or withhold taxes, assessments or governmental charges for such
payment.

Section 3.9. CANCELLATION. The Company at any time may deliver to the
Trustee for cancellation any Securities or coupons previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued, and all Securities or coupons so
delivered shall be promptly cancelled by the Trustee. The Registrar and any
Paying Agent shall forward to the Trustee any Securities and coupons surrendered
to them for replacement, for registration of transfer, or for exchange or
payment. The Trustee shall cancel all Registered Securities and matured coupons
surrendered for replacement, for registration of transfer, or for exchange,
payment, redemption or cancellation and may dispose of cancelled Securities and
coupons and issue a certificate of destruction to the Company. All Bearer
Securities and unmatured coupons so delivered shall be held by the Trustee and,
upon instruction by the Company Order, shall be cancelled or held for
reissuance. Bearer Securities and unmatured coupons held for reissuance may be
reissued only in exchange for Bearer Securities of the same series and of like
Stated Maturity and with like terms and conditions pursuant to Section 3.5 or in
replacement of mutilated, lost, stolen or destroyed Bearer Securities of the
same series and of like Stated Maturity and with like terms and conditions or
the related coupons pursuant to Section 3.6. All Bearer Securities and
unmatured coupons held by the Trustee pending such cancellation or reissuance
shall be

deemed to be delivered for cancellation for all purposes of this Indenture
and the Securities. The Company may not issue new Securities to replace
Securities that it has paid or delivered to the Trustee for cancellation,
except as expressly permitted in the terms of Securities for any particular
series or as permitted pursuant to the terms of this Indenture. All
cancelled Securities and coupons held by the Trustee shall be delivered to
the Company upon Company Request. The acquisition of any Securities or
coupons by the Company shall not operate as a redemption or satisfaction of
the indebtedness represented thereby unless and until such Securities or
coupons are surrendered to the Trustee for cancellation. Permanent
Securities in global form shall not be destroyed until exchanged in full for
definitive Securities or until payment thereon is made in full.

Section 3.10. COMPUTATION OF INTEREST. Except as otherwise specified as
contemplated by Section 3.1, (i) interest on any Securities that bear interest
at a fixed rate shall be computed on the basis of a 360-day year of twelve
30-day months and (ii) interest on any Securities that bear interest at a
variable rate shall be computed on the basis of the actual number of days in an
interest period divided by 360.

Section 3.11. CURRENCY AND MANNER OF PAYMENT IN RESPECT OF SECURITIES.

(a) Unless otherwise specified with respect to any Securities pursuant to
Section 3.1, with respect to Registered Securities of any series not permitting
the election provided for in paragraph (b) below or the Holders of which have
not made the election provided for in paragraph (b) below, and with respect to
Bearer Securities of any series, except as provided in paragraph (d) below,
payment of the principal of, premium, if any, and interest, if any, on any
Registered or Bearer Security of such series will be made in the currency or
currencies or currency unit or units in which such Registered Security or Bearer
Security, as the case may be, is payable. The provisions of this Section 3.11
may be modified or superseded pursuant to Section 3.1 with respect to any
Securities. For all purposes of this Indenture, currency units shall include
any composite currency.

(b) It may be provided pursuant to Section 3.1, with respect to Registered
Securities of any series, that Holders shall have the option, subject to
paragraphs (d) and (e) below, to receive payments of principal of, premium, if
any, or interest, if any, on such Registered Securities in any of the currencies
or currency units which may be designated for such election by delivering to the
Trustee (or the applicable Paying Agent) a written election with signature
guarantees and in the applicable form established pursuant to Section 3.1, not
later than the close of business on the Election Date immediately preceding the
applicable payment date. If a Holder so elects to receive such payments in any
such currency or currency unit, such election will remain in effect for such
Holder or any transferee of such Holder until changed by such Holder or such
transferee by written notice to the Trustee (or any applicable Paying Agent) for
such series of Registered Securities (but any such change must be made not later
than the close of business on the Election Date immediately preceding the next
payment date to be effective for the payment to be made on such payment date,
and no such change of election may be made with respect to payments to be made
on any Registered Security of such series with respect to which an Event of
Default has occurred or with respect to which the Company has deposited funds
pursuant to Article 4 or with respect to which a

notice of redemption has been given by the Company). Any Holder of any such
Registered Security who shall not have delivered any such election to the
Trustee (or any applicable Paying Agent) not later than the close of business
on the applicable Election Date will be paid the amount due on the applicable
payment date in the relevant currency or currency unit as provided in Section
3.11(a). The Trustee (or the applicable Paying Agent) shall notify the
Exchange Rate Agent as soon as practicable after the Election Date of the
aggregate principal amount of Registered Securities for which Holders have
made such written election.

(c) If the election referred to in paragraph (b) above has been provided
for with respect to any Registered Securities of a series pursuant to Section
3.1, then, unless otherwise specified pursuant to Section 3.1 with respect to
any such Registered Securities, not later than the fourth Business Day after the
Election Date for each payment date for such Registered Securities, the Exchange
Rate Agent will deliver to the Company a written notice specifying, in the
currency or currencies or currency unit or units in which Registered Securities
of such series are payable, the respective aggregate amounts of principal of,
premium, if any, and interest, if any, on such Registered Securities to be paid
on such payment date, and specifying the amounts in such currency or currencies
or currency unit or units so payable in respect of such Registered Securities as
to which the Holders of Registered Securities denominated in any currency or
currencies or currency unit or units shall have elected to be paid in another
currency or currency unit as provided in paragraph (b) above. If the election
referred to in paragraph (b) above has been provided for with respect to any
Registered Securities of a series pursuant to Section 3.1, and if at least one
Holder has made such election, then, unless otherwise specified pursuant to
Section 3.1, on the second Business Day preceding such payment date the Company
will deliver to the Trustee (or the applicable Paying Agent) an Exchange Rate
Officer's Certificate in respect of the Dollar, Foreign Currency or Currencies,
ECU or other currency unit payments to be made on such payment date. Unless
otherwise specified pursuant to Section 3.1, the Dollar, Foreign Currency or
Currencies, ECU or other currency unit amount receivable by Holders of
Registered Securities who have elected payment in a currency or currency unit as
provided in paragraph (b) above shall be determined by the Company or the
Guarantor, as the case may be, on the basis of the applicable Market Exchange
Rate in effect on the second Business Day (the "Valuation Date") immediately
preceding each payment date, and such determination shall be conclusive and
binding for all purposes, absent manifest error.

(d) If a Conversion Event occurs with respect to a Foreign Currency, ECU or
any other currency unit in which any of the Securities are denominated or
payable otherwise than pursuant to an election provided for pursuant to
paragraph (b) above, then, with respect to each date for the payment of
principal of, premium, if any, and interest, if any, on the applicable
Securities denominated or payable in such Foreign Currency, ECU or such other
currency unit occurring after the last date on which such Foreign Currency, ECU
or such other currency unit was used (the "Conversion Date"), the Dollar shall
be the currency of payment for use on each such payment date (but such Foreign
Currency, ECU or such other currency unit that was previously the currency of
payment shall, at the Company's election, resume being the currency of payment
on the first such payment date preceded by 15 Business Days during which the
circumstances which gave rise to the Dollar becoming such currency no longer
prevail). Unless otherwise specified pursuant to Section 3.1, the Dollar

amount to be paid by the Company to the Trustee or any applicable Paying
Agent and by the Trustee or any applicable Paying Agent to the Holders of
such Securities with respect to such payment date shall be, in the case of a
Foreign Currency other than a currency unit, the Dollar Equivalent of the
Foreign Currency or, in the case of a Foreign Currency that is a currency
unit, the Dollar Equivalent of the Currency Unit, in each case as determined
by the Exchange Rate Agent in the manner provided in paragraph (f) or (g)
below.

(e) Unless otherwise specified pursuant to Section 3.1, if the Holder of a
Registered Security denominated in any currency or currency unit shall have
elected to be paid in another currency or currency unit or in other currencies
as provided in paragraph (b) above, and (i) a Conversion Event occurs with
respect to any such elected currency or currency unit, such Holder shall receive
payment in the currency or currency unit in which payment would have been made
in the absence of such election and (ii) if a Conversion Event occurs with
respect to the currency or currency unit in which payment would have been made
in the absence of such election, such Holder shall receive payment in Dollars as
provided in paragraph (d) of this Section 3.11 (but, subject to any contravening
valid election pursuant to paragraph (b) above, the elected payment currency or
currency unit, in the case of the circumstances described in clause (i) above,
or the payment currency or currency unit in the absence of such election, in the
case of the circumstances described in clause (ii) above, shall, at the
Company's or the Guarantor's election, as the case may be, resume being the
currency or currency unit of payment with respect to Holders who have so
elected, but only with respect to payments on payment dates preceded by 15
Business Days during which the circumstances which gave rise to such currency or
currency unit, in the case of the circumstances described in clause (i) above,
or the Dollar, in the case of the circumstances described in clause (ii) above,
becoming the currency or currency unit, as applicable, of payment, no longer
prevail).

(f) The "Dollar Equivalent of the Foreign Currency" shall be determined by
the Exchange Rate Agent and shall be obtained for each subsequent payment date
by the Exchange Rate Agent by converting the specified Foreign Currency into
Dollars at the Market Exchange Rate on the Conversion Date.

(g) The "Dollar Equivalent of the Currency Unit" shall be determined by the
Exchange Rate Agent and, subject to the provisions of paragraph (h) below, shall
be the sum of each amount obtained by converting the Specified Amount of each
Component Currency (as each such term is defined in paragraph (h) below) into
Dollars at the Market Exchange Rate for such Component Currency on the Valuation
Date with respect to each payment.

(h) For purposes of this Section 3.11 the following terms shall have the
following meanings:

A "Component Currency" shall mean any currency which, on the Conversion
Date, was a component currency of the relevant currency unit, including, but not
limited to, ECU.

"Election Date" shall mean the Regular Record Date for the applicable
series of Registered Securities as specified pursuant to Section 3.1 by which
the written election referred to in Section 3.11(b) may be made.

A "Specified Amount" of a Component Currency shall mean the number of units
of such Component Currency or fractions thereof which such Component Currency
represented in the relevant currency unit, including, but not limited to, ECU,
on the Conversion Date. If after the Conversion Date the official unit of any
Component Currency is altered by way of combination or subdivision, the
Specified Amount of such Component Currency shall be divided or multiplied in
the same proportion. If after the Conversion Date two or more Component
Currencies are consolidated into a single currency, the respective Specified
Amounts of such Component Currencies shall be replaced by an amount in such
single currency equal to the sum of the respective Specified Amounts of such
consolidated Component Currencies expressed in such single currency, and such
amount shall thereafter be a Specified Amount and such single currency shall
thereafter be a Component Currency. If after the Conversion Date any Component
Currency shall be divided into two or more currencies, the Specified Amount of
such Component Currency shall be replaced by specified amounts of such two or
more currencies, the sum of which, at the Market Exchange Rate of such two or
more currencies on the date of such replacement, shall be equal to the Specified
Amount of such former Component Currency and such amounts shall thereafter be
Specified Amounts and such currencies shall thereafter be Component Currencies.
If, after the Conversion Date of the relevant currency unit, including, but not
limited to, ECU, a Conversion Event (other than any event referred to above in
this definition of "Specified Amount") occurs with respect to any Component
Currency of such currency unit and is continuing on the applicable Valuation
Date, the Specified Amount of such Component Currency shall, for purposes of
calculating the Dollar Equivalent of the Currency Unit, be converted into
Dollars at the Market Exchange Rate in effect on the Conversion Date of such
Component Currency.

All decisions and determinations of the Exchange Rate Agent regarding the
Dollar Equivalent of the Foreign Currency, the Dollar Equivalent of the Currency
Unit, the Market Exchange Rate and changes in the Specified Amounts as specified
above shall be in its sole discretion and shall, in the absence of manifest
error, be conclusive for all purposes and irrevocably binding upon the Company,
the Guarantor, the Trustee (and any applicable Paying Agent) and all Holders of
Securities denominated or payable in the relevant currency, currencies or
currency units. The Exchange Rate Agent shall promptly give written notice to
the Company, the Guarantor and the Trustee of any such decision or
determination.

In the event that the Company or the Guarantor, as the case may be,
determines in good faith that a Conversion Event has occurred with respect to a
Foreign Currency, the Company or the Guarantor, as the case may be, will
promptly give written notice thereof to the Trustee (or any applicable Paying
Agent) and to the Exchange Rate Agent (and the Trustee (or such Paying Agent)
will promptly thereafter give notice in the manner provided in Section 1.6 to
the affected Holders) specifying the Conversion Date. In the event the Company
or the Guarantor, as the case may be, so determines that a Conversion Event has
occurred with respect to ECU or any other currency unit in which Securities are
denominated

or payable, the Company or the Guarantor, as the case may be, will promptly
give written notice thereof to the Trustee (or any applicable Paying Agent)
and to the Exchange Rate Agent (and the Trustee (or such Paying Agent) will
promptly thereafter give notice in the manner provided in Section 1.6 to the
affected Holders) specifying the Conversion Date and the Specified Amount of
each Component Currency on the Conversion Date. In the event the Company or
the Guarantor, as the case may be, determines in good faith that any
subsequent change in any Component Currency as set forth in the definition of
Specified Amount above has occurred, the Company or the Guarantor, as the
case may be, will similarly give written notice to the Trustee (or any
applicable Paying Agent) and to the Exchange Rate Agent.

The Trustee of the appropriate series of Securities shall be fully
justified and protected in relying and acting upon information received by it
from the Company, the Guarantor and the Exchange Rate Agent and shall not
otherwise have any duty or obligation to determine the accuracy or validity of
such information independent of the Company, the Guarantor or the Exchange Rate
Agent.

Section 3.12. APPOINTMENT AND RESIGNATION OF EXCHANGE RATE AGENT.

(a) Unless otherwise specified pursuant to Section 3.1, if and so long as
the Securities of any series (i) are denominated in a currency other than
Dollars or (ii) may be payable in a currency other than Dollars, or so long as
it is required under any other provision of this Indenture, then the Company and
the Guarantor will maintain with respect to each such series of Securities, or
as so required, at least one Exchange Rate Agent. The Company and the Guarantor
will cause the Exchange Rate Agent to make the necessary foreign exchange
determinations at the time and in the manner specified pursuant to Section 3.11
for the purpose of determining the applicable rate of exchange and, if
applicable, for the purpose of converting the issued currency or currencies or
currency unit or units into the applicable payment currency or currency unit for
the payment of principal, premium, if any, and interest, if any, pursuant to
Section 3.11.

(b) No resignation of the Exchange Rate Agent and no appointment of a
successor Exchange Rate Agent pursuant to this Section shall become effective
until the acceptance of appointment by the successor Exchange Rate Agent as
evidenced by a written instrument delivered to the Company, the Guarantor and
the Trustee of the appropriate series of Securities accepting such appointment
executed by the successor Exchange Rate Agent.

(c) If the Exchange Rate Agent shall resign, be removed or become incapable
of acting, or if a vacancy shall occur in the office of the Exchange Rate Agency
for any cause, with respect to the Securities of one or more series, the Company
and the Guarantor shall promptly appoint a successor Exchange Rate Agent or
Exchange Rate Agents with respect to the Securities of that or those series (it
being understood that any such successor Exchange Rate Agent may be appointed
with respect to the Securities of one or more or all of such series and that,
unless otherwise specified pursuant to Section 3.1, at any time there shall only
be one Exchange Rate Agent with respect to the Securities of any particular
series that are originally issued by the Company on the same date and that are
initially denominated and/or payable in the same currency or currencies or
currency unit or units).

Section 3.13. CUSIP NUMBERS. The Company in issuing the Securities may use
"CUSIP" numbers (if then generally in use), and, if so, the Trustee shall use
"CUSIP" numbers (in addition to the other identification numbers printed on the
Securities) in notices of redemption as a convenience to Holders; PROVIDED that
any such notice may state that no representation is made as to the correctness
of such numbers either as printed on the Securities or as contained in any
notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers.

Section 3.14. JUDGMENTS. If for the purpose of obtaining a judgment in
any court with respect to any obligation of the Company or the Guarantor, as the
case may be, hereunder or under any Security, it shall become necessary to
convert into any other currency any amount in the currency due hereunder or
under such Security, then such conversion shall be made at the Market Exchange
Rate as in effect on the date the Company or the Guarantor as the case may be,
shall make payment to any Person in satisfaction of such judgment. If pursuant
to any such judgment, conversion shall be made on a date other than the date
payment is made and there shall occur a change between such Market Exchange Rate
and the Market Exchange Rate as in effect on the date of payment, the Company or
the Guarantor, as the case may be, agrees to pay such additional amounts (if
any) as may be necessary to ensure that the amount paid is equal to the amount
in such other currency which, when converted at the Market Exchange Rate as in
effect on the date of payment or distribution, is the amount then due hereunder
or under such Security. Any amount due from the Company or the Guarantor, as
the case may be, under this Section 3.14 shall be due as a separate debt and is
not to be affected by or merged into any judgment being obtained for any other
sums due hereunder or in respect of any Security. In no event, however, shall
the Company or the Guarantor, as the case may be, be required to pay more in the
currency or currency unit due hereunder or under such Security at the Market
Exchange Rate as in effect when payment is made than the amount of currency
stated to be due hereunder or under such Security so that in any event the
Company's or the Guarantor's, as the case may be, obligations hereunder or under
such Security will be effectively maintained as obligations in such currency,
and the Company or the Guarantor, as the case may be, shall be entitled to
withhold (or be reimbursed for, as the case may be) any excess of the amount
actually realized upon any such conversion over the amount due and payable on
the date of payment or distribution.

ARTICLE 4

SATISFACTION, DISCHARGE AND DEFEASANCE

Section 4.1. TERMINATION OF COMPANY'S OBLIGATIONS UNDER THE INDENTURE.
Except as otherwise provided as contemplated by Section 3.1, this Indenture
shall upon Company Request or Guarantor Request, as the case may be, cease to be
of further effect with respect to Securities of or within any series and any
coupons appertaining thereto (except as to any surviving rights of registration
of transfer or exchange of such Securities and replacement of such Securities
which may have been lost, stolen or mutilated as herein expressly provided for)
and the Trustee, at the expense of the Company or the Guarantor, as the case may
be,

shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture with respect to such Securities and any coupons appertaining
thereto when

(1) either

(A) all such Securities previously authenticated and delivered and
all coupons appertaining thereto (other than (i) such coupons appertaining
to Bearer Securities surrendered in exchange for Registered Securities and
maturing after such exchange, surrender of which is not required or has
been waived as provided in Section 3.5, (ii) such Securities and coupons
which have been destroyed, lost or stolen and which have been replaced or
paid as provided in Section 3.6, (iii) such coupons appertaining to Bearer
Securities called for redemption and maturing after the relevant Redemption
Date, surrender of which has been waived as provided in Section 10.6 and
(iv) such Securities and coupons for whose payment money has theretofore
been deposited in trust or segregated and held in trust by the Company and
thereafter repaid to the Company or discharged from such trust, as provided
in Section 9.3) have been delivered to the Trustee for cancellation; or

(B) all Securities of such series and, in the case of (i) or (ii)
below, any coupons appertaining thereto not theretofore delivered to the
Trustee for cancellation

(i) have become due and payable, or

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

(iii) if redeemable at the option of the Company, are to be
called for redemption within one year under arrangements satisfactory
to the Trustee for the giving of notice of redemption by the Trustee
in the name, and at the expense, of, the Company or the Guarantor, as
the case may be,

and the Company or the Guarantor, in the case of (i), (ii) or (iii) above,
has irrevocably deposited or caused to be deposited with the Trustee as
trust funds in trust for the purpose an amount in the currency or
currencies or currency unit or units in which the Securities of such series
are payable, sufficient to pay and discharge the entire indebtedness on
such Securities and such coupons not theretofore delivered to the Trustee
for cancellation, for principal, premium, if any, and interest, with
respect thereto, to the date of such deposit (in the case of Securities
which have become due and payable) or to the Stated Maturity or Redemption
Date, as the case may be;

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

(3) the Company and the Guarantor have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions

precedent herein provided for relating to the satisfaction and discharge
of this Indenture as to such series have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the obligation
of the Company to the Trustee and any predecessor Trustee under Section 6.9, the
obligations of the Company to any Authenticating Agent under Section 6.14 and,
if money shall have been deposited with the Trustee pursuant to subclause (B) of
clause (1) of this Section, the obligations of the Trustee under Section 4.2 and
the last paragraph of Section 9.3 shall survive. If, after the deposit referred
to in Section 4.1 has been made, (x) the Holder of a Security is entitled to,
and does, elect pursuant to Section 3.11(b), to receive payment in a currency
other than that in which the deposit pursuant to Section 4.1 was made, or (y) if
a Conversion Event occurs with respect to the currency in which the deposit was
made or elected to be received by the Holder pursuant to Section 3.11(b), then
the indebtedness represented by such Security shall be fully discharged to the
extent that the deposit made with respect to such Security shall be converted
into the currency in which such payment is made.

Section 4.2. APPLICATION OF TRUST FUNDS. Subject to the provisions of the
last paragraph of Section 9.3, all money deposited with the Trustee pursuant to
Section 4.1 shall be held in trust and applied by it, in accordance with the
provisions of the Securities, the coupons and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal, premium, if any, and any interest for whose payment such money
has been deposited with or received by the Trustee, but such money need not be
segregated from other funds except to the extent required by law.

Section 4.3. APPLICABILITY OF DEFEASANCE PROVISIONS; COMPANY'S OPTION TO
EFFECT DEFEASANCE OR COVENANT DEFEASANCE. If pursuant to Section 3.1 provision
is made for either or both of (i) defeasance of the Securities of or within a
series under Section 4.4 or (ii) covenant defeasance of the Securities of or
within a series under Section 4.5, then the provisions of such Section or
Sections, as the case may be, together with the provisions of Sections 4.6
through 4.9 inclusive, with such modifications thereto as may be specified
pursuant to Section 3.1 with respect to any Securities, shall be applicable to
such Securities and any coupons appertaining thereto, and the Company may at its
option, at any time, with respect to such Securities and any coupons
appertaining thereto, elect to have Section 4.4 (if applicable) or Section 4.5
(if applicable) be applied to such Outstanding Securities and any coupons
appertaining thereto upon compliance with the conditions set forth below in this
Article.

Section 4.4. DEFEASANCE AND DISCHARGE. Upon the Company's exercise of the
option specified in Section 4.3 applicable to this Section with respect to the
Securities of or within a series, the Company and the Guarantor shall be deemed
to have been discharged from their obligations with respect to such Securities
and any coupons appertaining thereto on the date the conditions set forth in
Section 4.6 are satisfied (hereinafter "defeasance"). For this purpose, such
defeasance means that the Company shall be deemed to have paid and discharged
the entire indebtedness represented by such Securities and any coupons
appertaining thereto which shall thereafter be deemed to be "Outstanding" only
for the purposes of Section 4.7 and the other Sections of this Indenture
referred to in clause (ii) of

this Section, and to have satisfied all its other obligations under such
Securities and any coupons appertaining thereto and this Indenture insofar as
such Securities and any coupons appertaining thereto are concerned (and the
Trustee, at the expense of the Company, shall on Company Order execute proper
instruments acknowledging the same), except the following which shall survive
until otherwise terminated or discharged hereunder: (i) the rights of Holders
of such Securities and any coupons appertaining thereto to receive, solely
from the trust funds described in Section 4.6(a) and as more fully set forth
in such Section, payments in respect of the principal of, premium, if any,
and interest, if any, on such Securities or any coupons appertaining thereto
when such payments are due; (ii) the Company's and the Guarantor's
obligations with respect to such Securities under Sections 3.5, 3.6, 9.2 and
9.3 and with respect to the payment of additional amounts, if any, payable
with respect to such Securities as specified pursuant to Section 3.1(b)(16);
(iii) the rights, powers, trusts, duties and immunities of the Trustee
hereunder; and (iv) this Article 4. Subject to compliance with this Article
4, the Company may exercise its option under this Section notwithstanding the
prior exercise of its option under Section 4.5 with respect to such
Securities and any coupons appertaining thereto. Following a defeasance,
payment of such Securities may not be accelerated because of a Default or an
Event of Default.

Section 4.5. COVENANT DEFEASANCE. Upon the Company's exercise of the option
specified in Section 4.3 applicable to this Section with respect to any
Securities of or within a series, the Company and the Guarantor shall be
released from their obligations under Sections 7.1, 7.2, 9.4 and 9.5, and, if
specified pursuant to Section 3.1, its obligations under any other covenant,
with respect to such Securities and any coupons appertaining thereto on and
after the date the conditions set forth in Section 4.6 are satisfied
(hereinafter, "covenant defeasance"), and such Securities and any coupons
appertaining thereto shall thereafter be deemed to be not "Outstanding" for the
purposes of any direction, waiver, consent or declaration or Act of Holders (and
the consequences of any thereof) in connection with Sections 7.1, 7.2, 9.4 and
9.5, or such other covenant, but shall continue to be deemed "Outstanding" for
all other purposes hereunder. For this purpose, such covenant defeasance means
that, with respect to such Securities and any coupons appertaining thereto, the
Company and the Guarantor may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such Section or
such other covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such Section or such other covenant or by reason of
reference in any such Section or such other covenant to any other provision
herein or in any other document and such omission to comply shall not constitute
a Default or an Event of Default under Section 5.1(3) or 5.1(6) or otherwise, as
the case may be, but, except as specified above, the remainder of this Indenture
and such Securities and any coupons appertaining thereto shall be unaffected
thereby.

Section 4.6. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE. The following
shall be the conditions to application of Section 4.4 or Section 4.5 to any
Securities of or within a series and any coupons appertaining thereto:

(a) The Company or the Guarantor shall have deposited or caused to be
deposited irrevocably with the Trustee (or another trustee satisfying the
requirements of Section 6.12 who shall agree to comply with, and shall be
entitled to the benefits of, the provisions of

Sections 4.3 through 4.9 inclusive and the last paragraph of Section 9.3
applicable to the Trustee, for purposes of such Sections also a "Trustee") as
trust funds in trust for the purpose of making the payments referred to in
clauses (x) and (y) of this Section 4.6(a), specifically pledged as security
for, and dedicated solely to, the benefit of the Holders of such Securities
and any coupons appertaining thereto, with instructions to the Trustee as to
the application thereof, (A) money in an amount (in such currency, currencies
or currency unit in which such Securities and any coupons appertaining
thereto are then specified as payable at Maturity), or (B) if Securities of
such series are not subject to repayment at the option of Holders, 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 clause (x) or (y) of this
Section 4.6(a), money in an amount or (C) a combination thereof in an amount,
sufficient, in the opinion of a nationally recognized firm of independent
certified public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by
the Trustee to pay and discharge, (x) the principal of, premium, if any, and
interest, if any, on such Securities and any coupons appertaining thereto on
the Maturity of such principal or installment of principal or interest and
(y) any mandatory sinking fund payments applicable to such Securities on the
day on which such payments are due and payable in accordance with the terms
of this Indenture and such Securities and any coupons appertaining thereto.
Before such a deposit the Company may make arrangements satisfactory to the
Trustee for the redemption of Securities at a future date or dates in
accordance with Article 10 which shall be given effect in applying the
foregoing.

(b) Such defeasance or covenant defeasance shall not result in a breach or
violation of, or constitute a Default or Event of Default under, this Indenture
or result in a breach or violation of, or constitute a default under, any other
material agreement or instrument to which the Company or the Guarantor is a
party or by which it is bound.

(c) No Default or Event of Default under Section 5.1(4) or 5.1(5) with
respect to such Securities and any coupons appertaining thereto shall have
occurred and be continuing during the period commencing on the date of such
deposit and ending on the 91st day after such date (it being understood that
this condition shall not be deemed satisfied until the expiration of such
period).

(d) In the case of an election under Section 4.4, the Company shall have
delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to
the effect that (i) the Company has received from, or there has been published
by, the Internal Revenue Service a ruling, or (ii) since the date of execution
of this Indenture, there has been a change in the applicable Federal income tax
law, in either case to the effect that, and based thereon such opinion shall
confirm that, the Holders of such Securities and any coupons appertaining
thereto will not recognize income, gain or loss for Federal income tax purposes
as a result of such defeasance 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.

(e) In the case of an election under Section 4.5, the Company shall have
delivered to the Trustee an Opinion of Counsel to the effect that the Holders of
such Securities and any coupons appertaining thereto will not recognize income,
gain or loss for Federal income tax purposes as a result of such covenant
defeasance and will be subject to Federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such covenant
defeasance had not occurred.

(f) 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 Section 4.4 or the covenant defeasance under
Section 4.5 (as the case may be) have been complied with and an Opinion of
Counsel to the effect that either (i) as a result of a deposit pursuant to
subsection (a) above and the related exercise of the Company's option under
Section 4.4 or Section 4.5 (as the case may be), registration is not required
under the Investment Company Act of 1940, as amended, by the Company, with
respect to the trust funds representing such deposit or by the trustee for such
trust funds or (ii) all necessary registrations under said act have been
effected.

(g) Such defeasance or covenant defeasance shall be effected in compliance
with any additional or substitute terms, conditions or limitations which may be
imposed on the Company or the Guarantor in connection therewith as contemplated
by Section 3.1.

Section 4.7. DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD IN
TRUST. Subject to the provisions of the last paragraph of Section 9.3, all money
and Government Obligations (or other property as may be provided pursuant to
Section 3.1, including the proceeds thereof) deposited with the Trustee pursuant
to Section 4.6 in respect of any Securities of any series and any coupons
appertaining thereto shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and any coupons appertaining
thereto and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Holders of such Securities and any coupons
appertaining thereto of all sums due and to become due thereon in respect of
principal, premium, if any, and interest, if any, but such money need not be
segregated from other funds except to the extent required by law.

Unless otherwise specified with respect to any Security pursuant to Section
3.1, if, after a deposit referred to in Section 4.6(a) has been made, (i) the
Holder of a Security in respect of which such deposit was made is entitled to,
and does, elect pursuant to Section 3.11(b) or the terms of such Security to
receive payment in a currency or currency unit other than that in which the
deposit pursuant to Section 4.6(a) has been made in respect of such Security, or
(ii) a Conversion Event occurs as contemplated in Section 3.11(d) or 3.11(e) or
by the terms of any Security in respect of which the deposit pursuant to Section
4.6(a) has been made, the indebtedness represented by such Security and any
coupons appertaining thereto shall be deemed to have been, and will be, fully
discharged and satisfied through the payment of the principal of, premium, if
any, and interest, if any, on such Security as the same becomes due out of the
proceeds yielded by converting (from time to time as specified below in the case
of any such election) the amount or other property deposited in respect of such
Security into the currency or currency unit in which such Security becomes
payable as a

result of such election or Conversion Event based on the applicable Market
Exchange Rate for such currency or currency unit in effect on the second
Business Day prior to each payment date, except in the case of a Conversion
Event with respect to such currency or currency unit which is in effect (as
nearly as feasible) at the time of the Conversion Event.

Section 4.8. TRANSFERS AND DISTRIBUTION AT COMPANY REQUEST. To the extent
permitted by the Financial Accounting Standards Board Statement of Financial
Accounting Standards No. 76, as amended or interpreted by the Financial
Accounting Standards Board from time to time, or any successor thereto
("Standard No. 76"), or to the extent permitted by the Commission, the Trustee
shall, from time to time, take one or more of the following actions as specified
in a Company Request:

(a) Retransfer, reassign and deliver to the Company or the Guarantor any
securities deposited with the Trustee pursuant to Section 4.6(a), provided that
the Company or the Guarantor, as the case may be, shall in substitution
therefor, simultaneously transfer, assign and deliver to the Trustee other
Government Obligations appropriate to satisfy the Company's or the Guarantor's
obligations, as the case may be, in respect of the relevant Securities; and

(b) The Trustee (and any Paying Agent) shall promptly pay to the Company or
the Guarantor, as the case may be, upon Company Request or Guarantor Request, as
applicable, any excess money or securities held by them at any time, including,
without limitation, any assets deposited with the Trustee pursuant to Section
4.6(a) exceeding those necessary for the purposes of Section 4.6(a).

The Trustee shall not take the actions described in subsections (a) and (b) of
this Section 4.8 unless it shall have first received a written report of Ernst &
Young, or another nationally recognized independent public accounting firm (i)
expressing their opinion that the contemplated action is permitted by Standard
No. 76 or the Commission, for transactions accounted for as extinguishment of
debt under the circumstances described in paragraph 3.c of Standard No. 76 or
any successor provision and (ii) verifying the accuracy, after giving effect to
such action or actions, of the computations which demonstrate that the amounts
remaining to be earned on the Government Obligations deposited with the Trustee
pursuant to Section 4.6(a) will be sufficient for purposes of Section 4.6(a).

Section 4.9. REINSTATEMENT. If the Trustee or the Paying Agent is unable
to apply any money in accordance with Section 4.7 by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the Company's or the Guarantor's,
as the case may be, obligations under this Indenture and the Securities of the
series with respect to which such money was deposited shall be revived and
reinstated as though no deposit had occurred pursuant to this Article 4 until
such time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 4.7; PROVIDED, however, that if the Company or the
Guarantor, as the case may be, makes any payment of principal of (or premium, if
any, on) or interest on any Securities of any series following the reinstatement
of the Company's or the Guarantor's, as the case may be, obligations, the
Company or the Guarantor, as the case may be, shall be subrogated to the

rights of the Holders of such Securities to receive such payment from the
money held by the Trustee or the Paying Agent with respect to the Securities
of such series.

ARTICLE 5

DEFAULTS AND REMEDIES

Section 5.1. EVENTS OF DEFAULT. An "Event of Default" occurs with respect
to the Securities of any series if (regardless of the reason for such Event of
Default and whether it shall be occasioned by the provisions of Article 13 or be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

(1) the Company defaults in the payment of interest on any Security of
that series or any coupon appertaining thereto or any additional amount
payable with respect to any Security of that series as specified pursuant
to Section 3.1(b)(16) when the same becomes due and payable and such
default continues for a period of 30 days;

(2) the Company defaults in the payment of the principal of or any
premium on any Security of that series when the same becomes due and
payable at its Maturity or on redemption or otherwise, or in the payment of
a mandatory sinking fund payment when and as due by the terms of the
Securities of that series;

(3) the Company or the Guarantor defaults in the performance of, or
breaches, any covenant or agreement of the Company or the Guarantor
contained in this Indenture, any supplement indenture, and any board
resolution referred to therein under which the Securities of any series may
have issued (other than a covenant or warranty a default in whose
performance or whose breach is elsewhere in this Section specifically dealt
with), and such default or breach continues for a period of 60 days after
there has been given, by registered or certified mail, to the Company and
the Guarantor by the Trustee or to the Company, the Guarantor and the
Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities of that series, a written notice specifying such
default or breach and requiring it to be remedied and stating that such
notice is a "Notice of Default" hereunder;

(4) the Company or the Guarantor pursuant to or within the meaning of
any Bankruptcy Law (A) commences a voluntary case, (B) consents to the
entry of an order for relief against it in an involuntary case, (C)
consents to the appointment of a Custodian of it or for all or
substantially all of its property, or (D) makes a general assignment for
the benefit of its creditors;

(5) a court of competent jurisdiction enters an order or decree under
any Bankruptcy Law that (A) is for relief against the Company or the
Guarantor in an involuntary case, (B) appoints a Custodian of the Company
or the Guarantor or for all

or substantially all of its property, or (C) orders the liquidation of
the Company or the Guarantor; and the order or decree remains unstayed
and in effect for 90 days; or

(6) any other Event of Default provided as contemplated by Section 3.1
with respect to Securities of that series.

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

Section 5.2. ACCELERATION; RESCISSION AND ANNULMENT. If an Event of Default
with respect to the Securities of any series at the time Outstanding occurs and
is continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of all of the outstanding Securities of that series, by written notice to
the Company and the Guarantor (and, if given by the Holders, to the Trustee),
may declare the principal (or, if the Securities of that series are Original
Issue Discount Securities or Indexed Securities, such portion of the principal
amount as may be specified in the terms of that series) of all the Securities of
that series to be due and payable and upon any such declaration such principal
(or, in the case of Original Issue Discount Securities or Indexed Securities,
such specified amount) shall be immediately due and payable.

At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in aggregate principal amount of the
outstanding Securities of that series, by written notice to the Trustee, may
rescind and annul such declaration and its consequences if all existing Defaults
and Events of Default with respect to Securities of that series, other than the
non-payment of the principal of Securities of that series which have become due
solely by such declaration of acceleration, have been cured or waived as
provided in Section 5.7. No such rescission shall affect any subsequent default
or impair any right consequent thereon.

Section 5.3. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE. The Company covenants that if

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

(2) default is made in the payment of the principal of (or premium, if
any, on) any Security at the Maturity thereof and such default continues
for a period of 10 days, or

(3) default is made in the making or satisfaction of any sinking fund
payment or analogous obligation when the same becomes due pursuant to the
terms of the Securities of any series,

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

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

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

Section 5.4. TRUSTEE MAY FILE PROOFS OF CLAIM. In case of the pendency of
any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceedings, or any
voluntary or involuntary case under the Federal bankruptcy laws, as now or
hereafter constituted, relative to the Company, the Guarantor or any other
obligor upon the Securities and coupons, if any, of a particular series or the
property of the Company, the Guarantor or of such other obligor, the Trustee
(irrespective of whether the principal of such Securities shall then be due and
payable as therein expressed or by declaration of acceleration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise,

(i) to file and prove a claim for the whole amount of principal (or,
if the Securities of such series are Original Issue Discount Securities,
such portion of the principal amount as may be due and payable with respect
to such series pursuant to a declaration in accordance with Section 5.2)
(and premium, if any) and interest owing and unpaid in respect of the
Securities and any coupons of such series and to file such other papers or
documents as may be necessary or advisable in order to have the claims of
the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and of
the Holders of such Securities and any coupons allowed in such judicial
proceeding, and

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

and any receiver, assignee, trustee, custodian, liquidator, sequestrator (or
other similar official) in any such proceeding is hereby authorized by each such
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 such Holders, to pay to
the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.9.

Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
and any coupons of such series 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 5.5. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.
All rights of action and claims under this Indenture or the Securities may be
prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name, as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be for the ratable benefit of
the Holders of the Securities or any coupons in respect of which such judgment
has been recovered.

Section 5.6. DELAY OR OMISSION NOT WAIVER. No delay or omission by the
Trustee or any Holder of any Securities to exercise any right or remedy accruing
upon an Event of Default shall impair any such right or remedy or constitute a
waiver of or acquiescence in any such Event of Default. Every right and remedy
given by this Indenture or by law to the Trustee or to the Holders may be
exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders, as the case may be.

Section 5.7. WAIVER OF PAST DEFAULTS. The Holders of not less than a
majority in aggregate principal amount of Outstanding Securities of any series
by notice to the Trustee may waive on behalf of the Holders of all Securities of
such series a past Default or Event of Default with respect to that series and
its consequences and may rescind and annul a declaration of acceleration with
respect to that series except (i) a Default or Event of Default in the payment
of the principal of, premium, if any, or interest on any Security of such series
or any coupon appertaining thereto or (ii) in respect of a covenant or provision
hereof which pursuant to Section 8.2 cannot be amended or modified without the
consent of the Holder of each outstanding Security of such series adversely
affected. Upon any such waiver, such Default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture, but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

Section 5.8. CONTROL BY MAJORITY. The Holders of not less than a majority
in aggregate principal amount of the Outstanding Securities of each series
affected (with each such series voting as a class) shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on it with
respect to Securities of that series; PROVIDED, HOWEVER, that (i) the Trustee
may refuse to follow any direction that conflicts with law or this Indenture,
(ii) subject to Section 6.1, the Trustee may refuse to follow any direction that
is unduly prejudicial to the rights of the Holders of Securities of such series
not consenting, or that would in the good faith judgment of the Trustee have a
substantial likelihood of involving the Trustee in personal liability and (iii)
the Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction.

Section 5.9. LIMITATION ON SUITS BY HOLDERS. No Holder of any Security of
any series or any related coupons shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:

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

(2) the Holders of at least 25% in aggregate principal amount of the
Outstanding Securities of that series have made a written request to the
Trustee to institute proceedings in respect of such Event of Default in its
own name as Trustee hereunder;

(3) such Holder or Holders have offered to the Trustee indemnity
satisfactory to the Trustee against any loss, liability or expense to be,
or which may be, incurred by the Trustee in pursuing the remedy;

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

(5) during such 60-day period, the Holders of a majority in aggregate
principal amount of the Outstanding Securities of that series have not
given to the Trustee a direction inconsistent with such written request.

No one or more Holders shall have any right in any manner whatever by
virtue of, or by availing of, any provision of this Indenture to affect, disturb
or prejudice the rights of any other of such Holders, or to obtain or to seek to
obtain priority or preference over any other of such Holders or to enforce any
right under this Indenture, except in the manner herein provided and for the
equal and ratable benefit of all of such Holders. For the protection and
enforcement of the provisions of this Section 5.9, each and every Holder of
Securities or any coupons of any series and the Trustee for such series shall be
entitled to such relief as can be given at law or in equity.

Section 5.10. RIGHTS OF HOLDERS TO RECEIVE PAYMENT. Notwithstanding any
other provision of this Indenture, but subject to Section 9.2, the right of any
Holder of a Security or coupon to receive payment of principal of, premium, if
any, and, subject to Sections 3.5 and 3.7, interest on the Security, on or after
the respective due dates expressed in the Security (or, in case of redemption,
on the redemption dates) and the right of any Holder of a coupon to receive
payment of interest due as provided in such coupon, or, subject to Section 5.9,
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 5.11. APPLICATION OF MONEY COLLECTED. Subject to Article 13, if
the Trustee collects any money pursuant to this Article, it shall pay out the
money in the following order, at the date or dates fixed by the Trustee and, in
case of the distribution of such money on account of principal, premium, if any,
or interest, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

FIRST: to the Trustee for amounts due under Section 6.9;

SECOND: to Holders of Securities and coupons in respect of which or
for the benefit of which such money has been collected for amounts due and
unpaid on such Securities for principal of, premium, if any, and interest,
ratably, without preference or priority of any kind, according to the
amounts due and payable on such Securities for principal, premium, if any,
and interest, respectively; and

THIRD: to the Person or Persons entitled thereto.

Section 5.12. 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 Guarantor, the Trustee and the Holders shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and
remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.

Section 5.13. RIGHTS AND REMEDIES CUMULATIVE. Except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Securities in the last paragraph of Section 3.6, no right or remedy
herein conferred upon or reserved to the Trustee or the Holders is intended to
be exclusive of any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

Section 5.14. 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, suffered

or omitted by it as Trustee, a court may require any party litigant in such
suit to file an undertaking to pay the costs of such suit, and may assess
costs against any such party litigant, in the manner and to the extent
provided in the Trust Indenture Act; PROVIDED that neither this Section nor
the Trust Indenture Act shall be deemed to authorize any court to require
such an undertaking or to make such an assessment in any suit instituted by
the Company or the Guarantor.

Section 5.15. WAIVER OF STAY OR EXTENSION LAWS. Each of the Company and
the Guarantor covenants (to the extent that it may lawfully do so) that it will
not at any time insist upon, or plead, or in any manner whatsoever claim or take
the benefit or advantage of, any stay or extension law wherever enacted, now or
at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and each of the Company and the Guarantor (to the
extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will suffer
and permit the execution of every such power as though no such law had been
enacted.

ARTICLE 6

THE TRUSTEE

Section 6.1. CERTAIN DUTIES AND RESPONSIBILITIES. The duties and
responsibilities of the Trustee shall be as provided by the Trust Indenture Act.
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, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it. 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 Section.

Section 6.2. RIGHTS OF TRUSTEE. Subject to the provisions of the Trust
Indenture Act:

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

(b) Any request or direction of the Company or the Guarantor mentioned
herein shall be sufficiently evidenced by a Company Request or Company Order or
a Guarantor Request or Guarantor Order, as the case may be (other than delivery
of any Security, together with any coupons appertaining thereto, to the Trustee
for authentication and delivery pursuant to Section 3.3, which shall be
sufficiently evidenced as provided therein), and any resolution of the Board of
Directors may be sufficiently evidenced by a Board Resolution.

(c) Whenever in the administration of this Indenture the Trustee shall deem
it desirable that a matter be proved or established prior to taking, suffering
or omitting any action hereunder, the Trustee (unless other evidence be herein
specifically prescribed) may, in the absence of bad faith on its part, rely upon
an Officers' Certificate.

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

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

(f) The Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note or other paper or document, but the Trustee, in its discretion, may make
such further inquiry or investigation into such facts or matters as it may see
fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company and the Guarantor, personally or by agent or attorney.

(g) The Trustee may act through agents or attorneys and shall not be
responsible for the misconduct or negligence of any agent or attorney appointed
with due care.

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

(i) Except during the continuance of an Event of Default, the Trustee
undertakes and shall be responsible to perform only such duties as are
specifically set forth in this Indenture and no implied covenants or obligations
shall be read into this Indenture or be enforceable against Trustee. The
Trustee shall be liable only for its negligence, willful misconduct or bad
faith. In case an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in their exercise, as a prudent person
would exercise or use under the circumstances in the conduct of his or her own
affairs.

(j) In the event the Company shall appoint a Special Paying Agent in
connection with a series of Securities, the Company and the Trustee shall enter
into a special paying agent agreement (a "Special Paying Agent Agreement") with
such person on terms as may be mutually agreed by the Company, the Trustee and
such Special Paying Agent. Notwithstanding any other provision contained
herein, such Special Paying Agent so appointed shall be a third party
beneficiary of this Agreement, and all of the benefits and protections of the
Trustee provided for herein (including, but not limited to all of the

provisions for the benefit of the trustee contained in this Article 6) shall
also apply to the Special Paying Agent, in addition to, and not as a
substitute for, such other benefits and protections as may be provided for in
the related Special Paying Agent Agreement.

Section 6.3. TRUSTEE MAY HOLD SECURITIES. The Trustee, any Paying Agent,
any Registrar or any other agent of the Company or the Guarantor, in its
individual or any other capacity, may become the owner or pledgee of Securities
and coupons and, subject to Sections 310(b) and 311 of the Trust Indenture Act,
may otherwise deal with the Company, an Affiliate or Subsidiary and the
Guarantor with the same rights it would have if it were not Trustee, Paying
Agent, Registrar or such other agent.

Section 6.4. MONEY HELD IN TRUST. Money held by the Trustee or any Paying
Agent in trust hereunder need not be segregated from other funds except to the
extent required by law. Neither the Trustee nor any Paying Agent shall be under
any liability for interest on any money received by it hereunder except as
otherwise set forth in this Indenture or as otherwise agreed with the Company or
the Guarantor.

Section 6.5. TRUSTEE'S DISCLAIMER. The recitals contained herein and in the
Securities, except the Trustee's certificate of authentication, shall be taken
as the statements of the Company and the Guarantor, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representation as to
the validity or adequacy of this Indenture, the Securities or any coupon. The
Trustee shall not be accountable for the Company's use of the proceeds from the
Securities or for monies paid over to the Company or the Guarantor pursuant to
the Indenture.

Section 6.6. NOTICE OF DEFAULTS. (a) If a Default occurs and is
continuing with respect to the Securities of any series and if it is known to
the Trustee, the Trustee shall, within 90 days after it occurs, transmit, in the
manner and to the extent provided in Section 313(c) of the Trust Indenture Act,
notice of all uncured Defaults known to it; PROVIDED, HOWEVER, that, in the case
of a Default in payment on the Securities of any series, the Trustee may
withhold the notice if and so long as the board of directors, the executive
committee or a committee of its Responsible Officers in good faith determines
that withholding such notice is in the interests of Holders of Securities of
that series; PROVIDED FURTHER that, in the case of any default or breach of the
character specified in Section 5.1(3) with respect to the Securities and coupons
of such series, no such notice to Holders shall be given until at least 60 days
after the occurrence thereof.

(b) The Trustee shall not be charged with knowledge of any Default or
Event of Default under this Indenture (except default in the payment of moneys
to the Trustee that the Company is required to pay or cause to be paid to the
Trustee on or before a specified date), unless either (i) an officer of the
Trustee assigned to its corporate trust department shall have actual knowledge
of such Default or Event of Default or (ii) written notice of such Default or
Event of Default shall have been given to the Trustee in the manner contemplated
by Section 1.5.

Section 6.7. REPORTS BY TRUSTEE TO HOLDERS. (a) Within 60 days after each
May 15 of each year commencing with the first May 15 after the first issuance of
Securities pursuant to this Indenture, the Trustee shall transmit by mail to all
Holders of Securities as provided in Section 313(c) of the Trust Indenture Act a
brief report dated as of such May 15 if required by Section 313(a) of the Trust
Indenture Act. The Trustee also shall comply with Section 313(b) and (d) of the
Trust Indenture Act and shall transmit to Holders, in the manner and to the
extent provided in said Section 313(c) of the Trust Indenture Act, such other
reports, if any, as may be required pursuant to the Trust Indenture Act.

(b) 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 notify the Trustee when any Securities are listed on any stock exchange.

Section 6.8. SECURITYHOLDER LISTS. The Trustee shall preserve in as current
a form as is reasonably practicable the most recent list available to it of the
names and addresses of Holders of Securities of each series. If the Trustee is
not the Registrar, the Company shall furnish to the Trustee semiannually on or
before the last day of June and December in each year, and at such other times
as the Trustee may request in writing, a list, in such form and as of such date
as the Trustee may reasonably require, containing all the information in the
possession of the Registrar, the Company or any of its Paying Agents other than
the Trustee as to the names and addresses of Holders of Securities of each such
series. If there are Bearer Securities of any series outstanding, even if the
Trustee is the Registrar, the Company shall furnish to the Trustee such a list
containing such information with respect to Holders of such Bearer Securities
only.

Section 6.9. COMPENSATION AND INDEMNITY.

(a) The Company shall pay to the Trustee from time to time such
compensation as shall be agreed between the Company and the Trustee for all
services rendered by it hereunder. The Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust. The
Company shall reimburse the Trustee upon request for all reasonable
out-of-pocket expenses incurred by it in connection with the performance of its
duties under this Indenture, except any such expense as may be attributable to
its negligence or bad faith. Such expenses shall include the reasonable
compensation and expenses of the Trustee's agents and counsel.

(b) The Company shall indemnify the Trustee for, and hold it harmless
against, any loss, liability or expense incurred by it without negligence or bad
faith on its part arising out of or in connection with its acceptance or
administration of the trust or trusts hereunder. The Trustee shall notify the
Company promptly of any claim for which it may seek indemnity. The Company
shall defend the claim and the Trustee shall cooperate in the defense. The
Trustee may have separate counsel and the Company shall pay the reasonable fees
and expenses of such counsel. The Company need not pay for any settlement made
without its consent.

(c) The Company need not reimburse any expense or indemnify against any
loss or liability incurred by the Trustee through the Trustee's own negligence
or bad faith.

(d) To secure the payment obligations of the Company pursuant to this
Section, the Trustee shall have a lien prior to the Securities of any series on
all money or property held or collected by the Trustee, except that held in
trust to pay principal, premium, if any, and interest on particular Securities.

(e) When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 5.1(4) or Section 5.1(5), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or state bankruptcy, insolvency or
other similar law.

(f) The provisions of this Section shall survive the termination of this
Indenture.

Section 6.10. REPLACEMENT OF TRUSTEE.

(a) The resignation or removal of the Trustee and the appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in Section 6.11.

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

(c) The Holders of a majority in aggregate principal amount of the
Outstanding Securities of any series may remove the Trustee with respect to that
series by so notifying the Trustee and the Company and the Guarantor and may
appoint a successor Trustee for such series with the Company's and the
Guarantor's consent.

(d) If at any time:

(1) the Trustee fails to comply with Section 310(b) of the Trust
Indenture Act after written request therefor by the Company or the
Guarantor or by any Holder who has been a bona fide Holder of a Security
for at least six months, or

(2) the Trustee shall cease to be eligible under Section 310(a) of the
Trust Indenture Act and shall fail to resign after written request therefor
by the Company, the Guarantor or by any Holder of a Security who has been a
bona fide Holder of a Security for at least six months; or

(3) the Trustee becomes incapable of acting, is adjudged a bankrupt or
an insolvent or a receiver or public officer takes charge of the Trustee or
its property or affairs for the purpose of rehabilitation, conservation or
liquidation, then, in any such case, (i) the Company or the Guarantor may
remove the Trustee with respect to all Securities, or (ii) subject to
Section 315(e) of the Trust Indenture Act, any Holder who has been a bona
fide Holder of a Security for at least six months may, on behalf of himself
and all other similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities
and the appointment of a successor Trustee or Trustees.

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

Section 6.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

(a) In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee shall execute,
acknowledge and deliver to the Company, the Guarantor and to the retiring
Trustee an instrument accepting such appointment. Thereupon, the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee, without further act, deed or conveyance, shall become vested with all
the rights, powers and duties of the retiring Trustee; but, on the request of
the Company, the Guarantor or the successor Trustee, such retiring Trustee
shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder.

(b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
Guarantor, the retiring

Trustee and such successor Trustee shall execute and deliver an indenture
supplemental hereto wherein such successor Trustee shall accept such
appointment and which (i) shall contain such provisions as shall be necessary
or desirable to transfer and confirm to, and to vest in, such 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, (ii) 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 (iii) 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, the Guarantor or any successor Trustee, such retiring Trustee shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Securities
of that or those series to which the appointment of such successor Trustee
relates.

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

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

(e) The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each appointment of
a successor Trustee with respect to the Securities of any series in the manner
provided for notices to the Holders of Securities in Section 1.6. Each notice
shall include the name of the successor Trustee with respect to the securities
of such series and the address of its Corporate Trust office.

Section 6.12. ELIGIBILITY; DISQUALIFICATION. There shall at all times be a
Trustee hereunder which shall be eligible to act as Trustee under Section
310(a)(1) of the Trust Indenture Act and shall have a combined capital and
surplus of at least $75,000,000 (or having a combined capital and surplus in
excess of $5,000,000 and the obligations of which, whether now in existence or
hereafter incurred, are fully and unconditionally guaranteed by a

corporation organized and doing business under the laws of the United States,
any State or Territory thereof or of the District of Columbia and having a
combined capital and surplus of at least $75,000,000). If such corporation
publishes reports of condition at least annually, pursuant to law or the
requirements of Federal, State, Territorial or District of Columbia
supervising or examining authority, then for the purposes of this Section,
the combined capital and surplus of such corporation shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article. If the Trustee has or shall acquire any conflicting interest within
the meaning of the Trust Indenture Act, the Trustee shall comply with the
relevant provisions thereof.

Section 6.13. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.
Any corporation into which the Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

Section 6.14. APPOINTMENT OF AUTHENTICATING AGENT. The Trustee may appoint
an Authenticating Agent or Agents with respect to one or more series of
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon original issue, exchange,
registration of transfer or partial redemption thereof, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Any such appointment shall be evidenced by an instrument in writing
signed by a Responsible Officer of the Trustee, a copy of which instrument shall
be promptly furnished to the Company and the Guarantor. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and the Guarantor and, except as may otherwise be
provided pursuant to Section 3.1, shall at all times be a bank or trust company
or corporation organized and doing business and in good standing under the laws
of the United States of America or of any State or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less that $1,500,000 and subject to supervision or
examination by Federal or State authorities. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its

most recent report of condition so published. In case at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this Section.

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

An Authenticating Agent for any series of Securities may at any time resign
by giving written notice of resignation to the Trustee for such series and to
the Company and the Guarantor. The Trustee for any series of Securities may at
any time terminate the agency of an Authenticating Agent by giving written
notice of termination to such Authenticating Agent and to the Company and the
Guarantor. Upon receiving such a notice of resignation or upon such a
termination, or in case at any time such Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, the Trustee for such
series may appoint a successor Authenticating Agent which shall be acceptable to
the Company and shall give notice of such appointment to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve in the manner set forth in Section 1.6. Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all
the rights, powers and duties of its predecessor hereunder, with like effect as
if originally named as an Authenticating Agent herein. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.

The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation including reimbursement of its reasonable expenses for
its services under this Section.

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

This is one of the Securities of a series issued under the within-mentioned
Indenture.

STATE STREET BANK AND TRUST
COMPANY, as Trustee

By:_____________________________________
[Authenticating Agent's Name],
as Authenticating Agent

Dated:
By:_____________________________________
Authorized Signatory

Sections 6.2, 6.3, 6.5 and 6.9 shall be applicable to any Authenticating Agent.

Section 6.15. TRUSTEE'S APPLICATION FOR INSTRUCTIONS FROM THE COMPANY. Any
application by the Trustee for written instructions from the Company or the
Guarantor may, at the option of the Trustee, set forth in writing any action
proposed to be taken or omitted by the Trustee under this Indenture and the date
on and/or after which such action shall be taken or such omission shall be
effective. The Trustee shall not be liable for any action taken by, or omission
of, the Trustee in accordance with a proposal included in such application on or
after the date specified in such application (which date shall not be less than
fifteen Business Days after the date any officer of the Company or the
Guarantor, as the case may be, actually receives such application, unless any
such officer shall have consented in writing to any earlier date) unless prior
to taking any such action (or the effective date in the case of an omission),
the Trustee shall have received written instructions in response to such
application specifying the action to be taken or omitted.

Section 6.16. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY OR
GUARANTOR. If and when the Trustee shall be or become a creditor of the Company
or the Guarantor (or any other obligor upon the Securities or the coupons, if
any), the Trustee shall be subject to the provisions of the Trust Indenture Act
regarding the collection of claims against the Company or the Guarantor (or any
such other obligor).

ARTICLE 7

CONSOLIDATION, MERGER OR SALE BY
THE COMPANY AND THE GUARANTOR

Section 7.1. CONSOLIDATION, MERGER OR SALE OF ASSETS BY THE COMPANY
PERMITTED. The Company may merge or consolidate with or into any other
corporation or sell, convey,

transfer, lease or otherwise dispose of all or substantially all of its
assets to any Person, if (i)(A) in the case of a merger or consolidation, the
Company is the surviving corporation or (B) in the case of a merger or
consolidation where the Company is not the surviving corporation and in the
case of any such sale, conveyance or other disposition, the resulting,
successor or acquiring Person is a corporation organized and existing under
the laws of the United States or a State thereof or the District of Columbia
and such corporation expressly assumes by supplemental indenture all the
obligations of the Company under the Securities and any coupons appertaining
thereto the obligations of the Company and under this Indenture, (ii)
immediately thereafter, giving effect to such merger or consolidation, or
such sale, conveyance, transfer, lease or other disposition (including,
without limitation, any Indebtedness directly or indirectly incurred or
anticipated to be incurred in connection with or in respect of such
transactions), no Default or Event of Default shall have occurred and be
continuing, (iii) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel each stating that such merger or
consolidation, or such sale, conveyance, transfer, lease or other
disposition, complies with this Article and that all conditions precedent
herein provided for relating to such transaction have been complied with and
(iv) the Guarantor has (A) delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that the obligations of the Guarantor
under this Indenture remain in full force and effect or (B) in the case of
consolidation or a merger by the Company with, or conveyance, transfer or
lease of the Company's properties and assets substantially as an entirety to
the Guarantor, stating that the Guarantor has directly assumed as obligor the
obligations of the Company under this Indenture. In the event of the
assumption by a successor corporation of the obligations of the Company as
provided in clause (i)(B) of the immediately preceding sentence, such
successor corporation shall succeed to and be substituted for the Company
hereunder and under the Securities and any coupons appertaining thereto and
all such obligations of the Company shall terminate.

Section 7.2. CONSOLIDATION, MERGER OR SALE OF ASSETS BY THE GUARANTOR
PERMITTED. The Guarantor may merge or consolidate with or into any other
corporation or sell, convey, transfer, lease or otherwise dispose of all or
substantially all of its assets to any Person, if (i)(A) in the case of a merger
or consolidation, the Guarantor is the surviving corporation or (B) in the case
of merger or consolidation where the Guarantor is not the surviving corporation
and in the case of any such sale, conveyance or other disposition, the
resulting, successor or acquiring Person is a corporation organized and existing
under the laws of the United States or a State thereof or the District of
Columbia and such corporation expressly assumes by supplemental indenture all
the obligations of the Guarantor under this Indenture, (ii) immediately
thereafter, giving effect to such merger or consolidation, or such sale,
conveyance, transfer, lease or other disposition (including without limitation,
any Indebtedness directly or indirectly incurred or anticipated to be incurred
in connection with or in respect of such transaction), no Default or Event of
Default shall have occurred and be continuing and (iii) the Guarantor has
delivered to the Trustee an Officers' Certificate and an Opinion of Counsel each
stating that such merger or consolidation, or such sale, conveyance, transfer,
lease or other disposition, complies with this Article and that all conditions
precedent herein provided for relating to such transaction have been complied
with. In the event of the assumption by a successor corporation of the
obligations of the Guarantor as provided in clause (i)(B) of the immediately
preceding sentence, such successor corporation shall succeed

to and be substituted for the Guarantor hereunder and all such obligations of
the Guarantor shall terminate.

ARTICLE 8

SUPPLEMENTAL INDENTURES

Section 8.1. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS. Without
the consent of any Holders, the Company and the Guarantor, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter
into indentures supplemental hereto, in form reasonably satisfactory to the
Trustee, for any of the following purposes:

(1) to evidence the succession of another corporation to the Company
or the Guarantor and the assumption by any such successor of the covenants
of the Company or the Guarantor herein and in the Securities or the
Guarantees; or

(2) to add to the covenants of the Company or the Guarantor for the
benefit of the Holders of all or any series of Securities (and if such
covenants are to be for the benefit of less than all series of Securities,
stating that such covenants are expressly being included solely for the
benefit of such series) or to surrender any right or power herein conferred
upon the Company or the Guarantor and to make the occurrence, or the
occurrence and continuance, of a default in any of such additional
covenants, restrictions or conditions a Default or an Event of Default
permitting the enforcement of all or any of the several remedies provided
in this Indenture as herein set forth; PROVIDED, HOWEVER, that in respect
of any such additional covenant, restriction or condition such supplemental
indenture may provide for a particular period of grace after default (which
period may be shorter or longer than that allowed in the case of other
defaults) or may provide for an immediate enforcement upon such default or
may limit the remedies available to the Trustee upon such default; or

(3) to add any additional Events of Default with respect to all or any
series of Securities; or

(4) to add to or change any of the provisions of this Indenture to
such extent as shall be necessary to facilitate the issuance of Bearer
Securities (including, without limitation, to provide that Bearer
Securities may be registrable as to principal only) or to facilitate the
issuance of Securities in global form, PROVIDED that any such action shall
not adversely affect the interests of the Holders of Securities of any
series or any related coupons in any material respect; or

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

(6) to secure the Securities; or

(7) to add to the conditions, limitations and restrictions on the
authorized amount, terms or purposes of issue, authentication and delivery
of Securities, as herein set forth, other conditions, limitations and
restrictions thereafter to be observed; or

(8) to establish the form or terms of Securities of any series as
permitted by Sections 2.1 and 3.1; or

(9) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or
more series and to add to or change any of the provisions of this Indenture
as shall be necessary to provide for or facilitate the administration of
the trusts hereunder by more than one Trustee, pursuant to the requirements
of Section 6.10; or

(10) if allowed without penalty under applicable laws and regulations,
to permit payment in the United States (including any of the states and the
District of Columbia), its territories, its possessions and other areas
subject to its jurisdiction of principal, premium, if any, or interest, if
any, on Bearer Securities or coupons, if any; or

(11) to correct or supplement any provision herein which may be
inconsistent with any other provision herein or to make any other
provisions with respect to matters or questions arising under this
Indenture, provided such action shall not adversely affect the interests of
the Holders of Securities of any series in any material respect, or to cure
any ambiguity or correct any mistake; or

(12) to cure any ambiguity or to correct or supplement any provision
contained herein which may be defective or inconsistent with any other
provision contained herein or in any supplemental indenture, or to make any
other provision in regard to matters or questions arising under this
Indenture which the Board of Directors of the Company may deem necessary or
desirable and which shall not adversely affect the interests of the holders
of the Securities in any material respect; or

(13) to supplement any of the provisions of this Indenture to such
extent as shall be necessary to permit or facilitate the defeasance and
discharge of any series of Securities pursuant to Article 4, PROVIDED that
any such action shall not adversely affect the interests of the Holders of
Securities of such series or any other series of Securities or any related
coupons in any material respect.

Section 8.2. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. With the
written consent of the Holders of not less than a majority of the aggregate
principal amount of the Outstanding Securities of each series adversely affected
by such supplemental indenture, the Company, the Guarantor and the Trustee may
enter into an indenture or indentures supplemental hereto to add any provisions
to or to change or eliminate any provisions of this Indenture or of any other
indenture supplemental hereto or to modify the rights of the Holders

of Securities of each such series; PROVIDED, HOWEVER, that without the
consent of the Holder of each Outstanding Security affected thereby, an
amendment under this Section may not:

(1) change the Stated Maturity of the principal of, or any installment
of principal of or interest on, any Security, or reduce the principal
amount thereof or the rate of interest thereon or any premium payable upon
the redemption thereof, or reduce the amount of the principal of an
Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section
5.2, or change the coin or currency in which any Securities or any premium
or the interest thereon is payable, or impair the right to institute suit
for the enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption, on or after the Redemption Date);

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

(3) change any obligation of the Company to maintain an office or
agency in the places and for the purposes specified in Section 9.2;

(4) make any change in Section 5.7 or this Section 8.2 except to
increase any percentage or to provide that certain other provisions of this
Indenture cannot be modified or waived with the consent of the Holders of
each Outstanding Security affected thereby; or

(5) modify the obligations of the Guarantor to make payment under the
Guarantee contained in Article XII of this Indenture.

For the purposes of this Section 8.2, if the Securities of any series are
issuable upon the exercise of warrants, any holder of an unexercised and
unexpired warrant with respect to such series shall not be deemed to be a Holder
of Outstanding Securities of such series in the amount issuable upon the
exercise of such warrants.

A supplemental indenture that 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 that modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

It is not necessary under this Section 8.2 for the Holders to consent to
the particular form of any proposed supplemental indenture, but it is sufficient
if they consent to the substance thereof.

Section 8.3. COMPLIANCE WITH TRUST INDENTURE ACT. Every supplemental
indenture executed pursuant to this Article shall comply with the requirements
of the Trust Indenture Act as then in effect.

Section 8.4. EXECUTION OF SUPPLEMENTAL INDENTURES. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modification thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture. The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

Section 8.5. EFFECT OF SUPPLEMENTAL INDENTURES. Upon the execution of any
supplemental indenture under this article, this Indenture shall be modified in
accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder and of any coupon appertaining
thereto shall be bound thereby.

Section 8.6. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.
Securities, including any coupons, of any series authenticated and delivered
after the execution of any supplemental indenture pursuant to this Article may,
and shall if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Securities including any coupons of any series
so modified as to conform, in the opinion of the Trustee and the Company, to any
such supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding
Securities including any coupons of such series.

Section 8.7. NOTICE OF SUPPLEMENTAL INDENTURE. Promptly after the
execution by the Company, the Guarantor and the appropriate Trustee of any
supplemental indenture pursuant to Section 8.2, the Company shall transmit, in
the manner and to the extent provided in Section 1.6, to all Holders of any
series of the Securities affected thereby, a notice setting forth in general
terms the substance of such supplemental indenture.

ARTICLE 9

COVENANTS

Section 9.1. PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST. The
Company covenants and agrees for the benefit of the Holders of each series of
Securities that it will duly and punctually pay the principal of, premium, if
any, and interest on the Securities of that series in accordance with the terms
of the Securities of such series, any coupons appertaining thereto and this
Indenture. An installment of principal or interest shall be considered paid on
the date it is due if the Trustee or Paying Agent holds on that date money
designated for and sufficient to pay the installment. Unless otherwise
specified as

contemplated by Section 3.1 with respect to any series of Securities or
except as otherwise provided in Section 3.7, any interest due on Bearer
Securities on or before Maturity shall be payable only upon presentation and
surrender of the several coupons for such interest installments as are
evidenced thereby as they severally mature. If so provided in the terms of
any series of Securities established as provided in Section 3.1, the
interest, if any, due in respect of any temporary Security in global form or
permanent Security in global form, together with any additional amounts
payable in respect thereof, as provided in the terms and conditions of such
Security, shall be payable only upon presentation of such Security to the
Trustee for notation thereon of the payment of such interest.

The Company shall have the right to require a Holder, in connection with
the payment of the principal of (and premium, if any) or interest, if any, on a
Security, to present at the office or agency of the Company at which such
payment is made a certificate concerning the nationality or residence of the
Holder (such as Internal Revenue Service Forms 1001, 4224, W-8d, W-9, any
successor forms or any other substantially similar documents), to enable the
Company to determine its duties and liabilities with respect to any taxes,
assessments or governmental charges which it may be required to deduct or
withhold therefrom under any present or future law of the United States of
America or of any State, County, Municipality or taxing authority therein, and
the Company shall be entitled to determine its duties and liabilities with
respect to such deduction or withholding on the basis of information contained
in such certificate or, if no such certificate shall be so presented, on the
basis of any presumption created by any such law, and shall be entitled to act
in accordance with such determination.

Section 9.2. MAINTENANCE OF OFFICE OR AGENCY. If Securities of a series are
issued as Registered Securities, the Company or the Guarantor will maintain in
each Place of Payment for any series of Securities an office or agency where
Securities of that series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company or the Guarantor
in respect of the Securities of that series and this Indenture may be served.
If Securities of a series are issuable as Bearer Securities, the Company or the
Guarantor will maintain, (i) subject to any laws or regulations applicable
thereto, an office or agency in a Place of Payment for that series which is
located outside the United States, where Securities of that series and related
coupons may be presented and surrendered for payment; PROVIDED, HOWEVER, that if
the Securities of that series are listed on The International Stock Exchange of
the United Kingdom and the Republic of Ireland Limited, the Luxembourg Stock
Exchange or any other stock exchange located outside the United States and such
stock exchange shall so require, the Company or the Guarantor will maintain a
Paying Agent for the Securities of that series in London, Luxembourg or any
other required city located outside the United States, as the case may be, so
long as the Securities of that series are listed on such exchange, and (ii)
subject to any laws or regulations applicable thereto, in a Place of Payment for
that series located outside the United States, where Securities of that series
may be surrendered for exchange and where notices and demands to or upon the
Company in respect of the Securities of that series and this Indenture may be
served. The Company or the Guarantor will give prompt written notice to the
Trustee of the location, and any change in the location, of any such office or
agency. If at any time the Company or the Guarantor 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 Corporate Trust Office of the Trustee, and the Company and the
Guarantor hereby appoint the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.

Unless otherwise specified as contemplated by Section 3.1, no payment of
principal, premium or interest on Bearer Securities shall be made at any office
or agency of the Company in the United States, by check mailed to any address in
the United States, by transfer to an account located in the United States or
upon presentation or surrender in the United States of a Bearer Security or
coupon for payment, even if the payment would be credited to an account located
outside the United States; provided, however, that, if the Securities of a
series are denominated and payable in Dollars, payment of principal of and any
premium or interest on any such Bearer Security shall be made at the office of
the Company's or the Guarantor's Paying Agent in the Borough of Manhattan, The
City of New York, if (but only if) payment in Dollars of the full amount of such
principal, premium or interest, as the case may be, at all offices or agencies
outside the United States maintained for the purpose by the Company or the
Guarantor in accordance with this Indenture is illegal or effectively precluded
by exchange controls or other similar restrictions.

The Company or the Guarantor may also from time to time designate one or
more other offices or agencies where the Securities (including any coupons, if
any) of one or more series may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; PROVIDED, HOWEVER,
that no such designation or rescission shall in any manner relieve the Company
or the Guarantor of their obligation to maintain an office or agency in each
Place of Payment for Securities (including any coupons, if any) of any series
for such purposes. The Company or the Guarantor 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.

Unless otherwise specified as contemplated by Section 3.1, the Trustee
shall initially serve as Paying Agent.

Section 9.3. MONEY FOR SECURITIES TO BE HELD IN TRUST; UNCLAIMED MONEY. If
the Company or the Guarantor shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of the
principal of, premium, if any, or interest on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal, premium, if any, or interest so
becoming due until such sums shall be paid to such persons or otherwise disposed
of as herein provided and will promptly notify the Trustee in writing of its
action or failure so to act.

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

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

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

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

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

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

Section 9.4. CORPORATE EXISTENCE. Subject to Article 7, each of the Company
and the Guarantor will at all times do or cause to be done all things necessary
to preserve and keep in full force and effect its corporate existence and its
rights and franchises; PROVIDED that nothing in this Section 9.4 shall prevent
the abandonment or termination of any right or franchise of the Company or the
Guarantor, if, in the opinion of the Company or the Guarantor, as the

case may be, such abandonment or termination is in the best interests of the
Company or the Guarantor, as the case may be, and does not materially
adversely affect the ability of the Company or the Guarantor, as the case may
be, to operate its business or to fulfill its obligations hereunder.

Section 9.5. INSURANCE. Each of the Company and the Guarantor covenants and
agrees that it will maintain, and cause each of its Subsidiaries to maintain,
insurance with responsible and reputable insurance companies or associations or
through a program of self-insurance in such amounts and covering such risks as
are consistent with sound business practice for corporations engaged in the same
or a similar business similarly situated.

Section 9.6. REPORTS BY THE GUARANTOR. The Guarantor covenants:

(a) to file with the Trustee, within 30 days after the Guarantor is
required to file the same with the Commission, copies of the annual reports and
of the information, documents and other reports (or copies of such portions of
any of the foregoing as the Commission may from time to time by rules and
regulations prescribe) which it may be required to file with the Commission
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934,
as amended; or, if it is not required to file information, documents or reports
pursuant to either of such sections, then to file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to section 13 of the
Securities Exchange Act of 1934, as amended, in respect of a security listed and
registered on a national securities exchange as may be prescribed from time to
time in such rules and regulations;

(b) to file with the Trustee and the Commission, in accordance with the
rules and regulations prescribed from time to time by the Commission, such
additional information, documents and reports with respect to compliance by it
with the conditions and covenants provided for in this Indenture, as may be
required from time to time by such rules and regulations; and

(c) to transmit to all Holders of Securities, within 30 days after the
filing thereof with the Trustee, in the manner and to the extent provided in
Section 313(c) of the Trust Indenture Act, such summaries of any information,
documents and reports required to be filed by it pursuant to subsections (a) and
(b) of this Section 9.6, as may be required by rules and regulations prescribed
from time to time by the Commission.

Section 9.7. ANNUAL REVIEW CERTIFICATE; NOTICE OF DEFAULT.

(a) The Company covenants and agrees to deliver to the Trustee, within 120
days after the end of each fiscal year of the Company, a brief certificate from
the principal executive officer, principal financial officer, or principal
accounting officer as to his or her knowledge of the Company's compliance with
all conditions and covenants under this Indenture. For purposes of this Section
9.7, such compliance shall be determined without regard to any period of grace
or requirement of notice provided under this Indenture. The Company shall

file with the Trustee written notice of occurrence of any Event of Default
within thirty Business Days of its becoming aware of any such Event of
Default.

(b) The Guarantor covenants and agrees to deliver to the Trustee, within
120 days after the end of each fiscal year of the Guarantor, a brief certificate
from the principal executive officer, principal financial officer, or principal
accounting officer as to his or her knowledge of the Company's compliance with
all conditions and covenants under this Indenture. For purposes of this Section
9.7, such compliance shall be determined without regard to any period of grace
or requirement of notice provided under this Indenture. The Guarantor shall file
with the Trustee written notice of occurrence of any Event of Default within 30
Business Days of its becoming aware of any such Event of Default.

ARTICLE 10

REDEMPTION

Section 10.1. APPLICABILITY OF ARTICLE. Securities (including coupons, if
any) of any series which are redeemable whether by operation of a sinking fund
or otherwise before their Stated Maturity shall be redeemable in accordance with
their terms and (except as otherwise specified as contemplated by Section 3.1
for Securities of any series) in accordance with this Article; PROVIDED,
HOWEVER, that if any provision of any such form of Security shall conflict with
any provision of this Article, the provision of such form of Security shall
govern. Except as otherwise set forth in the form of Security for such series,
each Security shall be subject to partial redemption only in the amount of
$1,000 or integral multiples of $1,000.

Section 10.2. ELECTION TO REDEEM; NOTICE TO TRUSTEE. The election of the
Company to redeem any Securities, including coupons, if any, shall be evidenced
by or pursuant to a Board Resolution or an Officers' Certificate. In the case
of any redemption at the election of the Company of less than all the Securities
or coupons, if any, of any series, the Company shall, at least 60 days prior to
the Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the
principal amount of Securities of such series to be redeemed and, if applicable,
of the tenor of the Securities to be redeemed. In the case of any redemption of
Securities (i) prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture or (ii)
pursuant to an election of the Company which is subject to a condition specified
in the terms of such Securities, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction or condition.

Section 10.3. SELECTION OF SECURITIES TO BE REDEEMED. Unless otherwise
specified as contemplated by Section 3.1, if less than all the Securities
(including coupons, if any) of a series with the same original issue date,
interest rate and Stated Maturity are to be redeemed, the Trustee, not more than
45 days prior to the redemption date, shall select the Securities of the series
to be redeemed in such manner as the Trustee shall deem fair and appropriate.
The Trustee shall make the selection from Securities of the series that are
Outstanding and that have not previously been called for redemption and may
provide for the selection for

redemption of portions (equal to the minimum authorized denomination for
Securities, including coupons, if any, of that series or any integral
multiple thereof) of the principal amount of Securities, including coupons,
if any, of such series of a denomination larger than the minimum authorized
denomination for Securities of that series. The Trustee shall promptly
notify the Company in writing of the Securities selected by the Trustee for
redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.

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

Section 10.4. NOTICE OF REDEMPTION. Unless otherwise specified as
contemplated by Section 3.1, notice of redemption shall be given in the manner
provided in Section 1.6 not less than 30 days nor more than 60 days prior to the
Redemption Date to the Holders of the Securities to be redeemed.

All notices of redemption shall state:

(1) the Redemption Date;

(2) the Redemption Price;

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

(4) in case any Security is to be redeemed in part only, the notice
which relates to such Security shall state that on and after the Redemption
Date, upon surrender of such Security, the holder will receive, without a
charge, a new Security or Securities of authorized denominations for the
principal amount thereof remaining unredeemed;

(5) the Place or Places of Payment where such Securities, together in
the case of Bearer Securities with all coupons appertaining thereto, if
any, maturing after the Redemption Date, are to be surrendered for payment
for the Redemption Price;

(6) that Securities of the series called for redemption and all
unmatured coupons, if any, appertaining thereto must be surrendered to the
Paying Agent to collect the redemption price;

(7) that, on the Redemption Date, the Redemption Price and any accrued
interest will become due and payable upon each such Security, or the
portion thereof, to be redeemed and, if applicable, that interest thereon
will cease to accrue on and after said date;

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

(9) that, unless otherwise specified in such notice, Bearer Securities
of any series, if any, surrendered for redemption must be accompanied by
all coupons maturing subsequent to the Redemption Date or the amount of any
such missing coupon or coupons will be deducted from the Redemption Price,
unless security or indemnity satisfactory to the Company, the Trustee and
any Paying Agent is furnished; and

(10) CUSIP number (if any).

Notice of redemption of Securities to be redeemed 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.

Section 10.5. DEPOSIT OF REDEMPTION PRICE. On or prior to 12:00 noon New
York City time on any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 9.3) an amount of
money in the currency or currencies (including currency units or composite
currencies) in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 3.1 for the Securities of such series)
sufficient to pay on the Redemption Date the Redemption Price of, and (unless
the Redemption Date shall be an Interest Payment Date) interest accrued to the
Redemption Date on, all Securities or portions thereof which are to be redeemed
on that date.

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

Section 10.6. SECURITIES PAYABLE ON REDEMPTION DATE. Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company and the
Guarantor shall default in the payment of the Redemption Price together with
interest accrued to the Redemption Date and accrued interest) such Securities
shall cease to bear interest and the coupons for any such interest
appertaining to any Bearer Security so to be redeemed, except to the extent
provided below, shall be void. Except as provided in the next succeeding
paragraph, upon surrender of any such Security, including coupons, if any,
for redemption in accordance with said notice, such Security shall be paid by
the Company at the Redemption Price, together with accrued interest to the
Redemption Date; PROVIDED, HOWEVER, that installments of interest on Bearer
Securities whose Stated Maturity is prior to the Redemption Date shall be
payable only at an office or agency located outside the United States and its
possessions (except as otherwise provided in Section 9.2) and, unless
otherwise specified as contemplated by Section 3.1, only upon presentation
and surrender of coupons for such interest; and PROVIDED FURTHER that, unless
otherwise specified as contemplated by Section 3.1, installments of interest
on Registered Securities

whose Stated Maturity is prior to the Redemption Date shall be payable to the
Holders of such Securities, or one or more Predecessor Securities, registered
as such at the close of business on the relevant Record Dates according to
their terms and the provisions of Section 3.7.

If any Bearer Security surrendered for redemption shall not be accompanied
by all appurtenant coupons maturing after the Redemption Date, such Bearer
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing coupons, or the surrender of such missing
coupon or coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Bearer
Security shall surrender to the Trustee or any Paying Agent any such missing
coupon in respect of which a deduction shall have been made from the Redemption
Price, such Holder shall be entitled to receive the amount so deducted;
PROVIDED, HOWEVER, that interest represented by coupons shall be payable only at
an office or agency located outside of the United States (except as otherwise
provided pursuant to Section 9.2) and, unless otherwise specified as
contemplated by Section 3.1, only upon presentation and surrender of those
coupons.

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

Section 10.7. SECURITIES REDEEMED IN PART. Upon surrender of a Security
that is redeemed in part at any Place of Payment therefor (with, if the Company
or the Trustee so required, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company and the Trustee duly executed by,
the Holder thereof or his attorney duly authorized in writing), the Company
shall execute and the Trustee shall authenticate and deliver to the Holder of
that Security, without service charge, a new Security or Securities of the same
series with the same form and the same Maturity in any authorized denomination
equal in aggregate principal amount to the unredeemed portion of the principal
of the Security surrendered.

ARTICLE 11

SINKING FUNDS

Section 11.1. APPLICABILITY OF ARTICLE. The provisions of this Article
shall be applicable to any sinking fund for the retirement of Securities of a
series except as otherwise specified as contemplated by Section 3.1 for
Securities of such series.

The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment." If provided for by the

terms of Securities of any series, the cash amount of any sinking fund
payment may be subject to reduction as provided in Section 11.2. Each
sinking fund payment shall be applied to the redemption of Securities of any
series as provided for by the terms of Securities of such series.

Section 11.2. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES. The
Company or the Guarantor (i) may deliver Outstanding Securities of a series
(other than any previously called for redemption) together, in the case of
Bearer Securities of such series, with all unmatured coupons appertaining
thereto and (ii) may apply as a credit Securities of a series which have been
redeemed either at the election of the Company pursuant to the terms of such
Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, in each case in satisfaction
of all or any part of any sinking fund payment with respect to the Securities of
such series required to be made pursuant to the terms of such Securities as
provided for by the terms of such series; PROVIDED that such Securities have not
been previously so credited. Such Securities shall be received and credited for
such purpose by the Trustee at the Redemption Price specified in such Securities
for redemption through operation of the sinking fund and the amount of such
sinking fund payment shall be reduced accordingly.

Section 11.3. REDEMPTION OF SECURITIES FOR SINKING FUND. Not less than 60
days prior to each sinking fund payment date for any series of Securities
(unless a shorter period shall be satisfactory to the Trustee), the Company will
deliver to the Trustee an Officers' Certificate specifying the amount of the
next ensuing sinking fund payment for that series pursuant to the terms of that
series, the portion thereof, if any, which is to be satisfied by payment of cash
and the portion thereof, if any, which is to be satisfied by delivering and
crediting Securities of that series pursuant to Section 11.2 and will also
deliver to the Trustee any Securities to be so delivered. Not less than 30 days
before each such sinking fund payment date, the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 10.3 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in
Section 10.4. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
10.6 and 10.7.

ARTICLE 12

GUARANTEE OF SECURITIES

Section 12.1. UNCONDITIONAL GUARANTEE. The Guarantor hereby unconditionally
guarantees to each Holder of a Security of any series authenticated and
delivered by the Trustee or Authenticating Agent, the due and punctual payment
of the principal of and premium, if any, and interest on, and any Redemption
Price with respect to, such Security, when and as the same shall become due and
payable, whether at maturity, by acceleration or redemption or otherwise, in
accordance with the terms of such Security and of this Indenture. In case of
the failure of the Company punctually to pay any such principal, premium or
interest payment or Redemption Price, the Guarantor hereby agrees to cause any
such

payment to be made punctually when and as the same shall become due and
payable, whether at maturity, upon acceleration or redemption or otherwise,
and as if such payment were made by the Company.

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

The Guarantee is, to the extent and in the manner set forth in Article 13
(which reference shall include deletions from, additions to or modifications of
Article 13 and related definitions pursuant to applicable provisions in any
Supplemental Indenture, Board Resolution or Officers' Certificate pursuant to
Section 3.1 establishing the terms of a series of Securities), subordinated and
subject in right of payment to the prior payment in full of the principal of and
premium, if any, and interest on all Senior Indebtedness of the Guarantor, and
this Guarantee is made subject to such provisions of this Indenture.

The Guarantor hereby irrevocably agrees that any claim or other rights that
it may now or hereafter acquire against the Company that arise from the
existence, payment, performance or enforcement of the Company's obligations
under the Securities or this Indenture, including, without limitation, any right
of subrogation, reimbursement, exoneration, contribution, indemnification, any
right to participate in any claim or remedy of the Holder of any Securities
against the Company, whether or not such claim, remedy or right arises in
equity, or under contract, statute or common law, including, without limitation,
the right to take or receive from the Company, directly or indirectly, in cash
or other property or by setoff or in any other manner, payment or security on
account of such claim or other rights, shall be subordinated and postponed in
right of payment to the prior payment and performance in full of all of the
Company's obligations under the Securities or this Indenture. If any amount
shall be paid to the Guarantor in violation of the preceding sentence and the
obligations of the Company guaranteed by the Guarantor pursuant hereto shall not
have been paid in full, such amount shall be deemed to have been paid to the
Guarantor for the benefit of, and held in trust for the benefit of, the Holders
of Securities entitled to the benefit of this Guarantee, and shall forthwith be
paid to the Trustee. The Guarantor acknowledges that it will receive direct and
indirect benefits from the issuance of the Securities and that the agreement set
forth in this paragraph is knowingly made in contemplation of such benefits.

ARTICLE 13

SUBORDINATION OF SECURITIES AND GUARANTEE

Unless otherwise set forth in the Supplemental Indenture, Board Resolution
or Officers' Certificate pursuant to Section 3.1 establishing the terms of a
series of Securities, such series of Securities shall be subject to the
following provisions:

Section 13.1. SECURITIES AND GUARANTEE SUBORDINATED TO SENIOR INDEBTEDNESS.

(a) The Company agrees, and each Holder of the Securities by acceptance
thereof likewise agrees, that the payment of the principal of, premium, if any,
and interest on the Securities is subordinated, to the extent and in the manner
provided in this Article 13, to the prior payment in full of all Senior
Indebtedness of the Company.

(b) The Guarantor agrees, and each Holder of the Securities by acceptance
thereof likewise agrees, that the payment by the Guarantor of all amounts under
the Guarantee is subordinated, to the extent and in the manner provided in this
Article 13, to the prior payment in full of all Senior Indebtedness of the
Guarantor.

Section 13.2. COMPANY AND GUARANTOR NOT TO MAKE PAYMENTS WITH RESPECT TO
SECURITIES AND GUARANTEE IN CERTAIN CIRCUMSTANCES.

(a) Upon the maturity of any Senior Indebtedness of the Company or Senior
Indebtedness of the Guarantor, as the case may be, by lapse of time,
acceleration or otherwise, all obligations with respect thereto shall first be
paid in full, or such payment duly provided for in cash or in a manner
satisfactory to the holders of such Senior Indebtedness, before any payment is
made on account of the principal of, premium, if any, or interest on the
Securities or to redeem, retire, purchase, deposit moneys for the defeasance of
or acquire any of the Securities or on account of the Guarantee, as the case may
be.

(b) Upon the happening of (i) any default in payment of any Senior
Indebtedness of the Company or Senior Indebtedness of the Guarantor, as the case
may be, when due (following the expiration of any applicable grace period) or
(ii) any other default on Senior Indebtedness of the Company or Senior
Indebtedness of the Guarantor, as the case may be, and the maturity of such
Senior Indebtedness is accelerated in accordance with its terms, then, unless
(w) such default relates to Senior Indebtedness of the Company or Senior
Indebtedness of the Guarantor, as the case may be, in an aggregate amount equal
to or less than $20 million, (x) such default shall have been cured or waived or
shall have ceased to exist, (y) any such acceleration has been rescinded, or (z)
such Senior Indebtedness has been paid in full, no direct or indirect payment in
cash, property or securities, by set-off or otherwise (except payment of the
Securities from funds previously deposited in accordance with Section 4.1 at any
time such deposit was not prohibited by this Indenture), shall be made or agreed
to

be made by the Company on account of the principal of or premium, if any, or
interest on the Securities, or in respect of any redemption, retirement,
purchase, deposit of moneys for the defeasance or other acquisition of any of
the Securities in the case of such a default in Senior Indebtedness of the
Company or by the Guarantor on account of the Guarantee in the case of such a
default in Senior Indebtedness of the Guarantor and neither the Company in
the case of such a default in Senior Indebtedness of the Company nor the
Guarantor in the case of such a default in Senior Indebtedness of the
Guarantor shall deposit money for any such payment or distribution with the
Trustee or any Paying Agent nor shall the Company or the Guarantor (if the
Company or the Guarantor is acting as its own Paying Agent) segregate and
hold in trust money for any such payment or distribution.

(c) In the event that, notwithstanding the provisions of Section 13.2(a) or
13.2(b), the Trustee or the Holder of any Security shall have received any
payment on account of the principal of or premium, if any, or interest on the
Securities or on account of the Guarantee in contravention of Section 13.2(a) or
13.2(b) or after the happening of a default in payment of any Senior
Indebtedness of the Company or Senior Indebtedness of the Guarantor, as the case
may be, or any acceleration of the maturity of any Senior Indebtedness of the
Company or Senior Indebtedness of the Guarantor, as the case may be, then, in
either such case, except in the case of any such default which shall have been
cured or waived or shall have ceased to exist, such payment (subject to the
provisions of Sections 13.6 and 13.7) shall be held for the benefit of, and
shall be paid over and delivered to, the holders of such Senior Indebtedness of
the Company or Senior Indebtedness of the Guarantor, as the case may be (PRO
RATA as to each of such holders on the basis of the respective amounts of Senior
Indebtedness of the Company or Senior Indebtedness of the Guarantor, as the case
may be, held by them), or their representative or the trustee under the
indenture or other agreement (if any) pursuant to which Senior Indebtedness of
the Company or Senior Indebtedness of the Guarantor, as the case may be, may
have been issued, as their respective interests may appear, for application to
the payment of all Senior Indebtedness of the Company or Senior Indebtedness of
the Guarantor, as the case may be, remaining unpaid to the extent necessary to
pay all Senior Indebtedness of the Company or Senior Indebtedness of the
Guarantor, as the case may be, in full in accordance with its terms, after
giving effect to any concurrent payment or distribution to or for the holders of
Senior Indebtedness of the Company or Senior Indebtedness of the Guarantor, as
the case may be.

(d) Subject to the introductory paragraph of this Article 13, nothing in
this Article 13 shall prevent or delay the Trustee or the holders of the
Securities from taking any action in connection with the acceleration of the
maturity of the Securities pursuant to Section 5.2 upon the occurrence of an
Event of Default.

Section 13.3. SECURITIES AND GUARANTEE SUBORDINATED TO PRIOR PAYMENT OF
ALL SENIOR INDEBTEDNESS ON DISSOLUTION, LIQUIDATION OR REORGANIZATION OF THE
COMPANY OR THE GUARANTOR. Upon the distribution of assets of the Company or the
Guarantor in any dissolution, winding up, liquidation (total or partial) or
similar proceeding relating to the Company or the Guarantor (whether in
bankruptcy, insolvency or receivership proceedings or upon an assignment for the
benefit of creditors or otherwise):

(1) the holders of all Senior Indebtedness of the Company or Senior
Indebtedness of the Guarantor, as the case may be, shall first be entitled to
receive payment in full of all Senior Indebtedness (or to have such payment duly
provided for in a manner satisfactory to them) in cash or in a manner
satisfactory to the holders of Senior Indebtedness of the Company or Senior
Indebtedness of the Guarantor, as the case may be, before the Holders of the
Securities, in the case of Senior Indebtedness of the Company, or the Guarantee,
in the case of Senior Indebtedness of the Guarantor, are entitled to receive any
payment on account of the principal of, premium, if any, or interest on the
Securities or Guarantee, as the case may be;

(2) any payment or distribution of assets of the Company or the Guarantor
of any kind or character, whether in cash, property or securities (other than
securities of the Company or the Guarantor as reorganized or readjusted or
securities of the Company or the Guarantor or any other company, trust or
corporation provided for by a plan of reorganization or readjustment, the
payment of which is junior or otherwise subordinate, at least to the extent
provided in this Article 13 with respect to the Securities or the Guarantee, as
the case may be, to the payment of all Senior Indebtedness of the Company or
Senior Indebtedness of the Guarantor, as the case may be, at the time
outstanding and to the payment of all securities issued in exchange therefor to
the holders of the Senior Indebtedness of the Company or Senior Indebtedness of
the Guarantor, as the case may be, at the time outstanding), to which the
Holders of the Securities or the Guarantee, as the case may be, or the Trustee
on behalf of the Holders of the Securities would be entitled except for the
provisions of this Article 13, shall be paid by the liquidating trustee or agent
or other person making such payment or distribution directly to the holders of
the Senior Indebtedness of the Company or Senior Indebtedness of the Guarantor,
as the case may be, or their representatives or to the trustee under any
indenture under which such Senior Indebtedness may have been issued (PRO RATA as
to each such holder, representative or trustee on the basis of respective
amounts of unpaid Senior Indebtedness held or represented by each), to the
extent necessary to make payment in full of all Senior Indebtedness of the
Company or Senior Indebtedness of the Guarantor, as the case may be, remaining
unpaid, after giving effect to any concurrent payment or distribution or
provision therefor to the holders of such Senior Indebtedness; and

(3) in the event that notwithstanding the foregoing provisions of this
Section 13.3, any payment or distribution of assets of the Company or the
Guarantor of any kind or character, whether in cash, property or securities
(other than securities of the Company or the Guarantor as reorganized or
readjusted or securities of the Company or the Guarantor or any other company,
trust or corporation provided for by a plan of reorganization or readjustment,
the payment of which is junior or otherwise subordinate, at least to the extent
provided in this Article 13 with respect to the Securities or the Guarantee, to
the payment of all Senior Indebtedness of the Company or Senior Indebtedness of
the Guarantor, as the case may be, at the time outstanding and to the payment of
all securities issued in exchange therefor to the holders of the Senior
Indebtedness of the Company or Senior Indebtedness of the Guarantor, as the case
may be, at the time outstanding), shall be received by the Trustee or the
Holders of the Securities or the Guarantee, as the case may be, on account of
principal of, premium, if any, or interest on the Securities or on account of
the Guarantee before all Senior Indebtedness of the Company or Senior
Indebtedness of the Guarantor, as the case may be, is

paid in full in cash or in a manner satisfactory to the holders of such
Senior Indebtedness in accordance with its terms, or effective provision made
for its payment, such payment or distribution (subject to the provisions of
Sections 13.6 and 13.7) shall be received and held for the benefit of and
paid over to the holders of the Senior Indebtedness of the Company or Senior
Indebtedness of the Guarantor, as the case may be, remaining unpaid or
unprovided for or their representative, or to the trustee under any indenture
under which such Senior Indebtedness of the Company or Senior Indebtedness of
the Guarantor, as the case may be, may have been issued (PRO RATA as provided
in paragraph (2) above), for application to the payment of such Senior
Indebtedness of the Company or Senior Indebtedness of the Guarantor, as the
case may be, to the extent necessary to pay all such Senior Indebtedness of
the Company or Senior Indebtedness of the Guarantor, as the case may be, in
full in cash or in a manner satisfactory to the holders of Senior
Indebtedness of the Company or Senior Indebtedness of the Guarantor, as the
case may be, in accordance with its terms, after giving effect to any
concurrent payment or distribution or provision therefor to the holders of
such Senior Indebtedness of the Company or Senior Indebtedness of the
Guarantor, as the case may be.

The Company or the Guarantor shall give prompt written notice to the
Trustee of any dissolution, winding up, liquidation or reorganization of the
Company or the Guarantor, as the case may be, or any assignment for the benefit
of the Company's or the Guarantor's creditors, as the case may be, tending
toward the liquidation of the business and assets of the Company or the
Guarantor, as the case may be.

Section 13.4. HOLDERS TO BE SUBROGATED TO RIGHTS OF HOLDERS OF SENIOR
INDEBTEDNESS. Upon the payment in full of all Senior Indebtedness of the Company
or Senior Indebtedness of the Guarantor, as the case may be, in cash or in a
manner satisfactory to the holders of such Senior Indebtedness, the Holders of
the Securities or the Guarantee, as the case may be, shall be subrogated equally
and ratably to the rights of the holders of Senior Indebtedness of the Company
or Senior Indebtedness of the Guarantor, as the case may be, to receive payments
or distributions of assets of the Company or the Guarantor, as the case may be,
applicable to the Senior Indebtedness of the Company or Senior Indebtedness of
the Guarantor, as the case may be, until all amounts owing on the Securities or
the Guarantee, as the case may be, shall be paid in full, and for the purpose of
such subrogation no payments or distributions to the holders of Senior
Indebtedness of the Company or Senior Indebtedness of the Guarantor, as the case
may be, by or on behalf of the Company or the Guarantor, as the case may be, or
by or on behalf of Holders of the Securities or the Guarantee by virtue of this
Article 13 which otherwise would have been made to the Holders of the Securities
or the Guarantee shall, as between the Company, the Guarantor and the Holders of
the Securities or the Guarantee, be deemed to be payment by the Company or the
Guarantor, as the case may be, to or on account of Senior Indebtedness of the
Company or Senior Indebtedness of the Guarantor, as the case may be, it being
understood that the provisions of this Article 13 are intended solely for the
purpose of defining the relative rights of the Holders of the Securities or the
Guarantee, on the one hand, and the holders of Senior Indebtedness of the
Company or Senior Indebtedness of the Guarantor, as the case may be, on the
other hand.

Section 13.5. OBLIGATION OF THE COMPANY AND GUARANTOR UNCONDITIONAL.
Nothing contained in this Article 13 or elsewhere in this Indenture or in any
Security or the Guarantee is intended to or shall impair, as between the Company
or the Guarantor, as the case may be, and the Holders of the Securities and the
Guarantee, the obligations of the Company and the Guarantor, which are absolute
and unconditional, to pay to the Holders of the Securities and the Guarantee the
principal of (premium, if any) 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 the
Guarantee and creditors of the Company or the Guarantor other than the holders
of Senior Indebtedness of the Company or Senior Indebtedness of the Guarantor,
as the case may be, nor, except as expressly provided in this Article 13 (and
subject to the introductory paragraph of this Article 13), shall anything herein
or in the Securities prevent the Trustee or the Holder of any Security or
Guarantee from exercising all remedies otherwise permitted by applicable law
upon default under this Indenture, subject to the rights, if any, under this
Article 13 of the holders of Senior Indebtedness of the Company and Senior
Indebtedness of the Guarantor, in respect of cash, property or securities of the
Company or the Guarantor received upon the exercise of any such remedy. Upon
any distribution of assets of the Company or the Guarantor referred to in this
Article 13, the Trustee, subject to the provisions of Section 6.1, and the
Holders of the Securities and the Guarantee shall be entitled to rely upon any
order or decree by any court of competent jurisdiction in which such
dissolution, winding up, liquidation or reorganization proceedings are pending,
or a certificate of the liquidating trustee or agent or other person making any
distribution to the Trustee or the Holders of the Securities or the Guarantee,
for the purpose of ascertaining the persons entitled to participate in such
distribution, the holders of Senior Indebtedness of the Company and Senior
Indebtedness of the Guarantor and other indebtedness of the Company and the
Guarantor, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 13.

Nothing contained in this Article 13 or elsewhere in this Indenture or in
any Security or the Guarantee is intended to or shall affect the obligations of
the Company and the Guarantor to make, or prevent the Company or the Guarantor
from making, at any time except during the pendency of any dissolution, winding
up, liquidation (total or partial) or similar proceeding, and except during the
continuance of any event specified in Section 13.2 (not cured or waived),
payments at any time of the principal of (or premium, if any) or interest on the
Securities or the Guarantee.

Section 13.6. KNOWLEDGE OF TRUSTEE. Notwithstanding any provision of this
Indenture, the Trustee shall not at any time be charged with knowledge of the
existence of any facts which would prohibit the making of any payment of moneys
to or by the Trustee until a Responsible Officer of the Trustee on behalf of the
Trustee shall have received at the Corporate Trust Office of the Trustee written
notice thereof from the Company, the Guarantor, any Holder, or the holder or
representative of any class of Senior Indebtedness of the Company or Senior
Indebtedness of the Guarantor identifying the specific sections of this
Indenture involved and describing in detail the facts that would obligate the
Trustee to withhold payments to Holders of Securities, and prior to such time,
the Trustee, subject to the provisions of Section 6.1, shall be entitled in all
respects conclusively to assume that no such

facts exist. The Trustee shall be entitled to rely on the delivery to it of a
written notice by an individual representing himself to be a holder of Senior
Indebtedness of the Company or Senior Indebtedness of the Guarantor (or a
trustee on behalf of such holder) to establish that such notice has been
given by a holder of any such Senior Indebtedness or a trustee 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 of the Company or Senior Indebtedness of the Guarantor 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 of the Company or Senior
Indebtedness of the Guarantor held by such person, the extent to which such
person is entitled to participate in such payment or distribution and any other
facts pertinent to the rights of such person under this Article, and if such
evidence is not furnished, the Trustee may defer any payment to such person
pending judicial determination as to the right of such person to receive such
payment.

Section 13.7. APPLICATION BY TRUSTEE OF MONEYS DEPOSITED WITH IT. If prior
to the date on which by the terms of this Indenture any moneys deposited with
the Trustee or any Paying Agent (other than the Company, the Guarantor or a
Subsidiary) may become payable for any purpose (including, without limitation,
the payment of the principal of, premium, if any, or interest on any Security or
an account of the Guarantee) the Trustee shall not have received with respect to
such moneys the notice provided for in Section 13.6, then 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 date. This Section
13.7 shall be construed solely for the benefit of the Trustee and Paying Agent
and shall not otherwise affect the rights of holders of such Senior
Indebtedness.

Section 13.8. SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF
COMPANY, GUARANTOR OR HOLDERS OF SENIOR INDEBTEDNESS. No right of any present or
future holders of any Senior Indebtedness of the Company or Senior Indebtedness
of the Guarantor to enforce subordination as provided herein 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 the Guarantor or by any act or failure to act by any such holder,
or by any noncompliance by the Company or the Guarantor with the terms of this
Indenture, regardless of any knowledge thereof which any such holder may have or
be otherwise charged with.

Section 13.9. HOLDERS AUTHORIZE TRUSTEE TO EFFECTUATE SUBORDINATION OF
SECURITIES AND GUARANTEE. Each Holder of the Securities by his acceptance
thereof authorizes and expressly directs the Trustee on his behalf to take such
action as may be necessary or appropriate in the discretion of the Trustee to
effectuate the subordination provided in this Article 13 and appoints the
Trustee his attorney in-fact for such purpose, including, without limitation, in
the event of any dissolution, winding up, liquidation or reorganization of the
Company or the Guarantor (whether in bankruptcy, insolvency or receivership
proceedings or upon an assignment for the benefit of creditors or otherwise)
tending towards liquidation of the

business and assets of the Company or the Guarantor, the timely filing of a
claim for the unpaid balance of its or his Securities in the form required in
said proceedings. If the Trustee does not file a proper claim or proof of
debt in the form required in such proceedings before the expiration of the
time to file such claim or claims, then the holders of Senior Indebtedness of
the Company or Senior Indebtedness of the Guarantor, as the case may be, are
hereby authorized to have the right to file and are hereby authorized to file
an appropriate claim for and on behalf of the Holders of said Securities or
the Guarantee, as the case may be.

Section 13.10. RIGHT OF TRUSTEE TO HOLD SENIOR INDEBTEDNESS. The Trustee
shall be entitled to all of the rights set forth in this Article 13 in respect
of any Senior Indebtedness of the Company or Senior Indebtedness of the
Guarantor, as the case may be, at any time held by it to the same extent as any
other holder of such Senior Indebtedness of the Company or Senior Indebtedness
of the Guarantor, as the case may be, and nothing in this Indenture shall be
construed to deprive the Trustee of any of its rights as such holder. With
respect to the holders of Senior Indebtedness of the Company or Senior
Indebtedness of the Guarantor, as the case may be, the Trustee undertakes to
perform or to observe only such of its covenants and obligations as are
specifically set forth in this Article 13, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness of the Company or
Senior Indebtedness of the Guarantor, as the case may be, 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 of the Company or Senior
Indebtedness of the Guarantor, as the case may be, and the Trustee shall not be
liable to any holder of Senior Indebtedness of the Company or Senior
Indebtedness of the Guarantor, as the case may be, if it shall mistakenly pay
over or deliver to Holders of Securities or the Guarantee, the Company, the
Guarantor or any other Person monies or assets to which any holder of such
Senior Indebtedness shall be entitled by virtue of this Article 13 or otherwise.

Section 13.11. ARTICLE 13 NOT TO PREVENT EVENTS OF DEFAULT. The failure to
make a payment on account of principal or interest by reason of any provision in
this Article 13 shall not be construed as preventing the occurrence of an Event
of Default under Section 5.1.

Section 13.12. PAYING AGENTS OTHER THAN THE TRUSTEE. In case at any time
any Paying Agent (including, without limitation, the Company, the Guarantor or
any Subsidiary) other than the Trustee shall have been appointed by the Company
or the Guarantor and be then acting hereunder, the term "Trustee" as used in
this Article 13 shall in such case (unless the context shall otherwise require)
be construed as extending to and including such Paying Agent (except the
Company, the Guarantor and their subsidiaries in the case of Sections 13.6 and
13.7) within its meaning as fully for all intents and purposes as if such Paying
Agent were named in this Article 13 in addition to or in place of the Trustee.

Section 13.13. TRUSTEE'S COMPENSATION NOT PREJUDICED. Nothing in this
Article 13 shall apply to amounts due to the Trustee pursuant to Section 6.9.

Section 13.14. TRUST MONEYS NOT SUBORDINATED. Notwithstanding anything
contained herein to the contrary, payments from money held in trust under
Article 4 by the Trustee for the payment of principal of, premium, if any, and
interest on the Securities shall not be

subordinated to the prior payment of any Senior Indebtedness of the Company
or Senior Indebtedness of the Guarantor or subject to the restrictions set
forth in this Article 13 and none of the Holders shall be obligated to pay
over any such amount to the Company or the Guarantor or any holder of Senior
Indebtedness of the Company or Senior Indebtedness of the Guarantor or any
other creditor of the Company or the Guarantor.

_____________________________________________

This Indenture may be executed in any number of counterparts, each of which
shall be an original, but such counterparts shall together constitute but one
instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

NORTHWEST AIRLINES, INC., as Issuer

By ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
----------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: Senior Vice President
Finance and Treasurer
Attest:

/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Secretary

NORTHWEST AIRLINES
CORPORATION, as Guarantor

By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
--------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: Senior Vice President
Finance and Treasurer

Attest:

/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Secretary
STATE STREET BANK AND TRUST
COMPANY, as Trustee

By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President

Attest:

/s/▇▇▇▇ ▇. ▇▇▇▇▇
----------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President

NORTHWEST AIRLINES, INC., Issuer and NORTHWEST AIRLINES CORPORATION, Guarantor to STATE STREET BANK AND TRUST COMPANY, Trustee INDENTURE Dated as of June 27, 1997 Providing for Issuance of Senior Subordinated Debt Securities in Series TABLE OF CONTENTS

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