i- 3 Page ---- SECTION 308. Persons Deemed Owners . . . . . . . . . . . . . . . . . 37 SECTION 309. Cancellation . . . . . .. . . . . . . . . . . . . . . . 38 SECTION 310. Computation of Interest . . . . . . . . . . . . . . . . 39 SECTION 311....

Exhibit 4.05

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▇.▇. ▇▇▇▇▇▇▇ INTERNATIONAL CORPORATION,
ISSUER

AND

COMERICA BANK
TRUSTEE

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

INDENTURE

DATED AS OF JANUARY 1, 1994

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

DEBT SECURITIES

===================================================================

TABLE OF CONTENTS

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RECITALS OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

NOW THEREFORE, THIS INDENTURE WITNESSETH: . . . . . . . . . . . . . . . . . . 1

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION . . . . . . . . . . . . 1
SECTION 101. Definitions . . . . . . . . . . . . . . . . . . . . . 1
SECTION 102. Compliance Certificates and Opinions. . . . . . . . . 11
SECTION 103. Form of Documents Delivered to Trustee . . . . . . . . 12
SECTION 104. Acts of Holders . . . . . . . . . . . . . . . . . . . 13
SECTION 105. Notices, Etc. to Trustee or Company . . . . . . . . . 15
SECTION 106. Notice to Holders; Waiver . . . . . . . . . . . . . . 15
SECTION 107. Conflict with Trust Indenture Act . . . . . . . . . . 16
SECTION 108. Effect of Headings and Table of
Contents . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 109. Successors and Assigns . . . . . . . . . . . . . . . . 17
SECTION 110. Separability Clause . . . . . . . . . . . . . . . . . 17
SECTION 111. Benefits of Indenture . . . . . . . . . . . . . . . . 17
SECTION 112. Governing Law . . . . . . . . . . . . . . . . . . . . 17
SECTION 113. Non-Business Day . . . . . . . . . . . . . . . . . . . 17
SECTION 114. Immunity of Incorporators, Stockholders,
Officers and Directors . . . . . . . . . . . . . . . . 17
SECTION 115. Certain Matters Relating to Currencies . . . . . . . . 18
SECTION 116. Language of Notices, Etc . . . . . . . . . . . . . . . 18

ARTICLE TWO

SECURITY FORMS . . . . . . . . . . . . . 18
SECTION 201. Forms of Securities . . . . . . . . . . . . . . . . . 18
SECTION 202. Form of Trustee's Certificate of
Authentication . . . . . . . . . . . . . . . . . . . . 20
SECTION 203. Securities in Global Form . . . . . . . . . . . . . . 20

ARTICLE THREE

THE SECURITIES . . . . . . . . . . . . . 20
SECTION 301. Title: Payment and Terms . . . . . . . . . . . . . . . 20
SECTION 302. Denominations and Currencies . . . . . . . . . . . . . 24
SECTION 303. Execution, Authentication, Delivery
and Dating . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 304. Temporary Securities and Exchange of
Securities . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 305. Registration, Registration of Transfer
and Exchange . . . . . . . . . . . . . . . . . . . . . 30
SECTION 306. Mutilated, Destroyed, Lost and Stolen
Securities and Coupons . . . . . . . . . . . . . . . . 34
SECTION 307. Payment of Interest; Interest Rights
Preserved . . . . . . . . . . . . . . . . . . . . . . 35

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SECTION 308. Persons Deemed Owners . . . . . . . . . . . . . . . . . 37
SECTION 309. Cancellation . . . . . .. . . . . . . . . . . . . . . . 38
SECTION 310. Computation of Interest . . . . . . . . . . . . . . . . 39
SECTION 311. Currency and Manner of Payments in
Respect of Securities . .. . . . . . . . . . . . . . . 39
SECTION 312. Appointment and Resignation of Successor
Currency Determination Agent . . . . . . . . . . . . . . 43

ARTICLE FOUR

SATISFACTION AND DISCHARGE . . . . . . . . . 44
SECTION 401. Satisfaction and Discharge of Securities
of any Series . . . . . . . . . . . . . . . . . . . . 44
SECTION 402. Application of Trust Money . . . . . . . . . . . . . . 47
SECTION 403. Satisfaction and Discharge of Indenture . . . . . . . 48
SECTION 404. Reinstatement . . . . . . . . . . . . . . . . . . . . 48

ARTICLE FIVE

REMEDIES . . . . . . . . . . . . . . . 49
SECTION 501. Events of Default . . . . . . . . . . . . . . . . . . 49
SECTION 502. Acceleration of Maturity; Rescission and
Annulment . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 503. Collection of Indebtedness and Suits for
Enforcement by Trustee . . . . . . . . . . . . . . . . 53
SECTION 504. Trustee May File Proofs of Claim . . . . . . . . . . . 54
SECTION 505. Trustee May Enforce Claims Without
Possession of Securities or Coupons . . . . . . . . . 55
SECTION 506. Application of Money Collected . . . . . . . . . . . . 55
SECTION 507. Limitation on Suits . . . . . . . . . . . . . . . . . 56
SECTION 508. Unconditional Right of Holders to
Receive Principal (and Premium, if any) and
Interest, if any . . . . . . . . . . . . . . . . . . . 57
SECTION 509. Restoration of Rights and Remedies . . . . . . . . . . 57
SECTION 510. Rights and Remedies Cumulative . . . . . . . . . . . . 57
SECTION 511. Delay or Omission Not Waiver . . . . . . . . . . . . . 57
SECTION 512. Control by Holders . . . . . . . . . . . . . . . . . . 58
SECTION 513. Waiver of Past Defaults . . . . . . . . . . . . . . . 58

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SECTION 514. Undertaking for Costs . . . . . . . . . . . . . . . . 58
SECTION 515. Waiver of Stay or Extension Laws . . . . . . . . . . . 59
SECTION 516. Judgment Currency . . . . . . . . . . . . . . . . . . 59

ARTICLE SIX

THE TRUSTEE . . . . . . . . . . . . . . 60
SECTION 601. Certain Duties and Responsibilities . . . . . . . . . 60
SECTION 602. Notice of Defaults . . . . . . . . . . . . . . . . . . 61
SECTION 603. Certain Rights of Trustee . . . . . . . . . . . . . . 62
SECTION 604. Not Responsible for Recitals or Issuance
of Securities . . . . . . . . . . . . . . . . . . . . 63
SECTION 605. May Hold Securities . . . . . . . . . . . . . . . . . 63
SECTION 606. Money Held in Trust . . . . . . . . . . . . . . . . . . 63
SECTION 607. Compensation and Reimbursement . . . . . . . . . . . . 64
SECTION 608. Disqualification; Conflicting Interests . . . . . . . 64
SECTION 609. Corporate Trustee Required; Different
Trustees for Different Series;
Eligibility . . . . . . . . . . . . . . . . . . . . . 65
SECTION 610. Resignation and Removal; Appointment
of Successor . . . . . . . . . . . . . . . . . . . . 66
SECTION 611. Acceptance of Appointment by Successor . . . . . . . . 67
SECTION 612. Merger, Conversion, Consolidation or
Succession to Business . . . . . . . . . . . . . . . . 68
SECTION 613. Preferential Collection of Claims
Against Company . . . . . . . . . . . . . . . . . . . 69
SECTION 614. Authenticating Agents . . . . . . . . . . . . . . . . 73

ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY. . . . . . 76
SECTION 701. Company to Furnish Trustee Names and
Addresses of Holders . . . . . . . . . . . . . . . . . 76
SECTION 702. Preservation of Information;
Communications to Holders . . . . . . . . . . . . . . . 76
SECTION 703. Reports by Trustee . . . . . . . . . . . . . . . . . . 78
SECTION 704. Reports by Company . . . . . . . . . . . . . . . . . . 80

ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER . . . . . . 80
SECTION 801. Company May Consolidate, Etc., Only on
Certain Terms . . . . . . . . . . . . . . . . . . . . . 80
SECTION 802. Successor Corporation Substituted . . . . . . . . . . 81

ARTICLE NINE

SUPPLEMENTAL INDENTURES . . . . . . . . . . . . . 81
SECTION 901. Supplemental Indentures Without Consent
of Holders . . . . . . . . . . . . . . . . . . . . . . 81
SECTION 902. Supplemental Indentures With Consent of
Holders . . . . . . . . . . . . . . . . . . . . . . . 83

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SECTION 903. Execution of Supplemental Indentures . . . . . . . . . 85
SECTION 904. Effect of Supplemental Indentures . . . . . . . . . . 85
SECTION 905. Conformity With Trust Indenture Act . . . . . . . . . 85
SECTION 906. Reference in Securities to Supplemental
Indentures . . . . . . . . . . . . . . . . . . . . . . 85

ARTICLE TEN

COVENANTS . . . . . . . . . . . . . . . 85
SECTION 1001. Payment of Principal (and Premium, if
any) and Interest, if any . . . . . . . . . . . . . . 85
SECTION 1002. Maintenance of Office or Agency . . . . . . . . . . . 86
SECTION 1003. Money, for Securities Payments to Be
Held in Trust . . . . . . . . . . . . . . . . . . . . 88
SECTION 1004. Statements as to Compliance . . . . . . . . . . . . . 89
SECTION 1005. Corporate Existence . . . . . . . . . . . . . . . . . 90
SECTION 1006. Waiver of Certain Covenants . . . . . . . . . . . . . 90
SECTION 1007. Defeasance of Certain Obligations . . . . . . . . . . 90
SECTION 1008. Payment of Additional Amounts . . . . . . . . . . . . 92
SECTION 1009. Limitation on Liens . . . . . . . . . . . . . . . . . 95
SECTION 1010. Limitation on Sale and Lease-Back . . . . . . . . . . 96

ARTICLE ELEVEN

REDEMPTION OF SECURITIES . . . . . . . . . . . 97
SECTION 1101. Applicability of This Article . . . . . . . . . . . . 97
SECTION 1102. Election to Redeem; Notice to Trustee . . . . . . . . 97
SECTION 1103. Selection by Trustee of Securities to
Be Redeemed . . . . . . . . . . . . . . . . . . . . . 98
SECTION 1104. Notice of Redemption . . . . . . . . . . . . . . . . . 98
SECTION 1105. Deposit of Redemption Price . . . . . . . . . . . . . 99
SECTION 1106. Securities Payable on Redemption Date . . . . . . . . 99
SECTION 1107. Securities Redeemed in Part . . . . . . . . . . . . . 101

ARTICLE TWELVE

SINKING FUNDS . . . . . . . . . . . . . . 101
SECTION 1201. Applicability of This Article . . . . . . . . . . . . 101
SECTION 1202. Satisfaction of Sinking Fund Payments
With Securities . . . . . . . . . . . . . . . . . . . 101
SECTION 1203. Redemption of Securities for Sinking
Fund . . . . . . . . . . . . . . . . . . . . . . . . . 102

ARTICLE THIRTEEN

MEETINGS OF HOLDERS OF SECURITIES . . . . . . . . 102
SECTION 1301. Purposes for Which Meetings May Be
Called . . . . . . . . . . . . . . . . . . . . . . . . 102
SECTION 1302. Call, Notice and Place of Meetings . . . . . . . . . . 102
SECTION 1303. Persons Entitled to Vote at
Meetings . . . . . . . . . . . . . . . . . . . . . . . 103
SECTION 1304. Quorum; Action . . . . . . . . . . . . . . . . . . . . 103

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SECTION 1305. Determination of Voting Rights;
Conduct and Adjournment of Meetings . . . . . . . . . . 104
SECTION 1306. Counting Votes and Recording Action of
Meetings . . . . . . . . . . . . . . . . . . . . . . . 105

-v-

This is an INDENTURE dated as of January 1, 1994, between ▇.▇.
▇▇▇▇▇▇▇ International Corporation, a corporation duly organized and existing
under the laws of the State of Delaware and having its principal office at ▇▇▇▇
▇. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (hereinafter
called the "Company"), and Comerica Bank, a state bank organized and existing
under the laws of the State of Michigan and having its principal Corporate
Trust Office at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, as Trustee
(hereinafter called the "Trustee").

RECITALS OF THE COMPANY

The Company deems it necessary to issue from time to time for its
lawful purposes securities (hereinafter called the "Securities") evidencing its
unsecured indebtedness and has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of the Securities,
unlimited as to principal amount, to have such titles, to bear such rates of
interest to mature at such time or times and to have such other provisions as
shall be fixed as hereinafter provided.

All things necessary to make this Indenture a valid agreement of
the Company, in accordance with its terms, have been done, and the Company
proposes to do all things necessary to make the Securities, when executed by
the Company and authenticated and delivered by the Trustee hereunder and duly
issued by the Company, the valid obligations of the Company as hereinafter
provided.

NOW THEREFORE, THIS INDENTURE WITNESSETH:

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

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

SECTION 101. Definitions. For all purposes of this Indenture and
all Securities issued hereunder, 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;

8
2
(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 in the United States, and the term "generally accepted
accounting principles" with respect to any computation required or
permitted hereunder shall mean such accounting principles as are generally
accepted in the United States at the date or time of such computation; 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.

Certain terms, used principally in Article Three and Article Six,
are defined in those Articles.

"Act", when used with respect to any Holder, has the meaning
specified in Section 104.

"Affiliate" of any specified person means any other Person directly
or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control", 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.

"Authenticating Agent" means any individual authorized to
authenticate and deliver Securities in the name of the Trustee for the
Securities of any series pursuant to Section 614.

"Authorized Newspaper" means a newspaper customarily published at
least once a day for at least five days in each calendar week and of general
circulation in New York City and in London and, so long as the Securities are
listed on the Stock Exchange and the Stock Exchange shall so require, in
Luxembourg or, if it shall be impracticable in the opinion of the Trustee for
the Securities of the appropriate series to make such publication, in another
capital city in Western Europe. Such publication (which may be in different
newspapers) may be made in the Eastern edition of The Wall Street Journal, in
the London edition of the Financial Times and in the Luxemburger Wort.

"bankruptcy law" means, any United States Federal or State
bankruptcy, insolvency, reorganization or other similar law.

9
3
"Bearer Security" means any Security established pursuant to
Section 201 which is payable to bearer.

"Board of Directors" means the board of directors of the Company or
any duly authorized committee of that board or any director or directors and/or
officer or officers of the Company to whom that board or committee shall have
duly delegated its authority.

"Board Resolution" means (1) a copy of a resolution certified by
the Secretary or a Deputy or Assistant Secretary of the Company to have been
duly adopted by the Board of Directors and to be in full force and effect on
the date of such certification, or (2) a certificate signed by the director or
directors and/or officer or officers to whom the board of directors of the
Company shall have duly delegated its authority, and delivered to the Trustee
for the Securities of any series.

"Business Day", when used with respect to any particular Place of
Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is
not a day on which banking institutions in that Place of Payment are authorized
or obligated by law to close, and shall otherwise mean each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking
institutions, at the place where any specified act pursuant to this Indenture
is to occur, are authorized or obligated by law to close.

"CEDEL, SA." means Centrale de Livraison de Valeurs Mobilieres, S.A.

"Certificate of a Firm of Independent Public Accountants" means a
certificate signed by any firm of independent public accountants of recognized
standing selected by the Company. The term "independent" when used with respect
to any specified firm of public accountants means such a firm which ( 1) is in
fact independent, (2) does not have any direct financial interest or any
material indirect financial interest in the Company or in any other obligor
upon the Securities of any series or in any affiliate of the Company or of such
other obligor, and (3) is not connected with the Company or such other obligor
or any affiliate of the Company or of such other obligor, as an officer,
employee, promoter, underwriter, trustee, partner, director or person
performing similar functions, but such firm may be the regular auditors
employed by the Company. Whenever it is herein provided that any Certificate of
a Firm of Independent Public Accountants shall be furnished to the Trustee for
Securities of any series, such Certificate shall state that the signer has read
this definition and that the signer is independent within the meaning hereof.

"Code" means the Internal Revenue Code of 1986, as amended, and the
regulations thereunder.

10
4
"Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of 1934, or
if at any time after the execution of this instrument such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties on such date.

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

"Company Request" and "Company Order" mean, respectively, a written
request or order signed in the name of the Company by (1) the Chairman of the
Board, the President or a Vice President and by the Treasurer, an Assistant
Treasurer, the Controller, an Assistant Controller, the Secretary or a Deputy
or Assistant Secretary of the Company or (2) by any two Persons designated in a
Company Order previously delivered to the Trustee for Securities of any series
by any two of the foregoing officers and delivered to the Trustee for
Securities of any series.

"Component Currency" has the meaning specified in Section 311(h).

"Consolidated Net Tangible Assets" means the aggregate amount of
assets (less applicable reserves and other properly deductible items) after
deducting therefrom (a) all current liabilities and (b) all goodwill, trade
names, trademarks, patents, unamortized debt discount and expense and other
like intangibles, all as set forth on the most recent consolidated balance
sheet of the Company and its consolidated Subsidiaries and computed in
accordance with generally accepted accounting principles.

"Conversion Date" has the meaning specified in Section 311(d).

"Conversion Event" means the unavailability of any Foreign Currency
or currency unit, due to the imposition of exchange controls or other
circumstances beyond the control of the Company.

"Corporate Trust Office" means the office of the Trustee for
Securities of any series at which at any particular time its corporate trust
business shall be principally administered, which office of Comerica Bank, at
the date of the execution of this Indenture, is located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.

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

11
5
"coupon" means any interest coupon appertaining to a Bearer
Security.

"Currency Determination Agent", with respect to Securities of any
series, means a New York Clearing House bank designated pursuant to Section 301
or Section 312.

"Defaulted Interest" has the meaning specified in Section 307.

"Depositary" means, with respect to the Securities of any series
issuable or issued in the form of a global Security, the Person designated as
Depositary by the Company pursuant to Section 301 until a successor Depositary
shall have become such pursuant to the applicable provisions of this Indenture,
and thereafter "Depositary" shall mean or include each Person who is then a
Depositary hereunder, and if at any time there is more than one such Person,
"Depositary" as used with respect to the Securities of any such series shall
mean the Depositary with respect to the Securities of that series.

"Dollar Equivalent of the Currency Unit" has the meaning specified
in Section 311(g).

"Dollar Equivalent of the Foreign Currency" has the meaning
specified in Section 311(f).

"Dollars" and the sign "$" mean the currency of the United States
of America as 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.

"Election Date" has the meaning specified in Section 311(h).

"Euroclear" means ▇▇▇▇▇▇ Guaranty Trust Company of New York,
Brussels office, or its successor, as operator of the Euroclear system.

"Event of Default" has the meaning specified in Section 501.

"Exchange Date" has the meaning specified in Section 304.

"Exchange Rate Officers' Certificate" means a certificate or
facsimile thereof setting forth (i) the applicable Market Exchange Rate and
(ii) the Dollar, Foreign Currency or currency unit 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

determined in accordance with Section 302 in the relevant currency or currency
unit), payable with respect to a Security of any series on the basis of such
Market Exchange Rate, signed by the Treasurer, the Controller, any Vice
President, any Assistant Treasurer or any Assistant Controller of the Company.

"Floating Rate Security" means a Security which provides for the
payment of interest at a variable rate determined periodically by reference to
an interest rate index or any other index specified pursuant to Section 301.

"Foreign Currency" means a currency issued and actively maintained
as a country's or countries' recognized unit of domestic exchange by the
government of any country other than the United States.

"Global Exchange Agent" has the meaning specified in Section 304.

"Government Obligations" means securities which are (i) direct
obligations of the government which issued the currency in which the Securities
of a particular series are payable or (ii) obligations of a Person controlled
or supervised by and acting as an agency or instrumentality of the government
which issued the currency in which the Securities of such series are payable,
the payment of which is unconditionally guaranteed by such government, which,
in either case, are full faith and credit obligations of such government
payable in such currency and are not callable or redeemable at the option of
the issuer thereof, and shall also include a depository receipt issued by a
bank or trust company as custodian with respect to any such 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
depository receipt, provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depository receipt from any amount received by the custodian in respect of
the Government Obligation or the specific payment of interest on or principal
of the Government Obligation evidenced by such depository receipt.

"Holder", when used with respect to any Security, means in the case
of a Registered Security the Person in whose name a Security is registered in
the Security Register, and in the case of a Bearer Security the bearer thereof
and, when used with respect to any coupon, means any bearer thereof.

"Indenture" means this instrument as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and shall include the terms
of a particular series of Securities established as contemplated by Section
301.

13
7

"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.

"Lien" means any mortgage, lien, pledge, security interest,
encumbrance or charge of any kind or any conditional sale or title retention
agreement, in each case securing indebtedness for borrowed money.

"Market Exchange Rate" means (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 301 for
the Securities of the relevant series, (ii) for any conversion of Dollars into
any Foreign Currency, the noon (New York City time) 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 either New York
City, London or any other principal market for Dollars or such purchased
Foreign Currency, in each case determined by the Currency Determination Agent.
In the event of the unavailability of any of the exchange rates provided for in
the foregoing clauses (i), (ii) and (iii) the Currency Determination 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, or such other quotations as the Currency Determination Agent shall
deem appropriate. Unless otherwise specified by the Currency Determination
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. For purposes of this definition, a "nonresident
issuer" shall mean an issuer that is not a resident of the country or countries
that issue such currency or whose currencies are included in such currency
unit.

"Maturity", when used with respect to any Security, means the date
on which the principal of that Security becomes
14

due and payable as therein or herein provided, whether at the Stated Maturity
or by declaration of acceleration, call for redemption, request for redemption
or otherwise.

"Officers' Certificate" means a certificate signed by the Chairman
of the Board, the President or a Vice President (any reference to a Vice
President of the Company herein shall be deemed to include any Vice President
of the Company whether or not designated by a number or a word or words added
before or after the title "Vice President"), and by the Treasurer, an Assistant
Treasurer, the Controller, an Assistant Controller, the Secretary or an
Assistant or Deputy Secretary of the Company and delivered to the Trustee for
the Securities of any series.

"Opinion of Counsel" means, for purposes of Sections 401 (a) and
1007, a written opinion of independent legal counsel of recognized standing
and, for all other purposes hereof, means a written opinion of counsel, who may
be an employee of or counsel to the Company or may be other counsel
satisfactory to the Trustee for the Securities of any series.

"Original Issue Discount Security" means any Security that provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 502.

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

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

(2) Securities or portions thereof for whose payment or redemption
money in the necessary amount and in the required currency or currency
unit has been theretofore deposited with the Trustee for such Securities
or in a trust fund meeting the requirements of Section 1007 hereof or any
Paying Agent (other than the Company or any other obligor upon the
Securities) in trust or set aside and segregated in trust by the Company
or any other obligor upon the Securities (if the Company or any other
obligor upon the Securities shall act as its own Paying Agent) for the
Holders of such Securities; provided, however, that, if such Securities or
portions thereof are to be redeemed, notice of such redemption has been
duly given pursuant to this Indenture, or provision therefor satisfactory
to such Trustee has been made; and

(3) Securities which have been paid pursuant to Section 306 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 proof satisfactory to the Trustee for such
Securities that any such Securities are held by bona fide holders in due
course;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, (a) Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee for such
Securities shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which such
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 such Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor and (b) the principal amount of an Original Issue Discount
Security that shall be deemed to be Outstanding for such purposes shall be the
amount of the principal thereof that would be due and payable as of the date of
such determination upon a declaration of acceleration pursuant to Section 502.

"Paying Agent" means any Person authorized by the Company to pay
the principal of (and premium, if any) or interest, if any, on any Securities
on behalf of the Company.

"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 any
particular series, means the place or places where the principal of (and
premium, if any) and interest, if any, on the Securities of that series are
payable, as contemplated by Section 301.

"Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that
evidenced by that particular Security, and, for the purposes of this
definition, any Security authenticated and delivered under Section 306 in lieu
of a mutilated, destroyed, lost or stolen Security or a Security to which a
mutilated, destroyed, lost or stolen coupon appertains shall be deemed to
evidence the same debt as the mutilated, lost, destroyed or stolen Security or
the Security to which the mutilated, destroyed, lost or stolen coupon
appertains, as the case may be.

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

"Redemption Price" when used with respect to any Security to be
redeemed, means an amount, in the currency or currency unit in which such
Security is denominated or which is otherwise provided for pursuant hereto,
equal to the principal amount thereof (and premium, if any, thereon) together
with accrued interest, if any, to the Redemption Date.

"Registered Security" means any Security established pursuant to
Section 201 which is registered in the Security Register.

"Regular Record Date" for the interest payable on any Interest
Payment Date on the Registered Securities of any series, means the date, if
any, specified for that purpose as contemplated by Section 301.

"Responsible Officer", when used with respect to the Trustee for
any series of Securities means the chairman or vice chairman of the board of
directors, the chairman or vice chairman of the executive committee of the
board of directors, the president, any vice president (whether or not
designated by a number or a word or words added before or after the title "vice
president"), the secretary, any assistant secretary, the treasurer, any
assistant treasurer, the cashier, any assistant cashier, any trust officer or
assistant trust officer, the controller or any assistant controller or any
other officer of such Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter
is referred because of his knowledge of and familiarity with the particular
subject.

"Securities" means securities evidencing unsecured indebtedness of
the Company authenticated and delivered under this Indenture.

"Security Register" and "Security Registrar" have the respective
meanings specified in Section 305.

A "series" of Securities means all Securities denoted as part of
the same series authorized by or pursuant to a particular Board Resolution.

"Special Record Date" for the payment of any Defaulted Interest on
the Registered Securities of any series means a date fixed by the Trustee for
such series pursuant to Section 307.

"Specified Amount" has the meaning specified in Section 311(h).

"Subsidiary" means a corporation or other entity 50% or more of the
outstanding voting stock or other voting interest of which is owned, directly
or indirectly, by the Company or by one or more other Subsidiaries, or by the
Company and one or more other Subsidiaries. For the purposes of this
definition, "voting stock" means stock which ordinarily has voting power for
the election of directors, whether at all times or only so long as no senior
class of stock has such voting power by reason of any contingency.

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

"Stock Exchange", unless specified otherwise with respect to any
particular series of Securities, means the Luxembourg Stock Exchange.

"Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument and, subject to the provisions of Article Six
hereof, shall also include its successors and assigns as Trustee hereunder. If
there shall be at one time more than one Trustee hereunder, "Trustee" shall
mean each such Trustee and shall apply to each such Trustee only with respect
to those series of Securities with respect to which it is serving as Trustee.

"Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended by the Trust Indenture Reform Act of 1990, as in force at the date as
of which this instrument was executed, except as provided in Section 905.

"United States" means the United States of America (including the
States and the District of Columbia), and its "possessions", which include
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.

"United States Alien" has the meaning specified in Section 1008.

"Valuation Date" has the meaning specified in Section 311(c).

"Yield to Maturity", when used with respect to any Original Issue
Discount Security, means the yield to maturity, if any, set forth on the face
thereof.

SECTION 102. Compliance Certificates and Opinions. Upon any
application or request by the Company to the Trustee for any series of
Securities to take any action under any provision

18
12

of this Indenture, the Company shall furnish to such 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 (other than certificates provided pursuant to
Section 1004) or opinion with respect to compliance with a condition or
covenant provided for in this Indenture 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 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 103. 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 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 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 stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect 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 104. 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. If Securities of a
series are issuable as Bearer Securities, any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture
to be given by Holders of such series may, alternatively, be embodied in and
evidenced by the record of Holders of Securities of such series voting in favor
thereof, either in person or by proxies duly appointed in writing, at any
meeting of Holders of Securities of such series duly called and held in
accordance with the provisions of Article Thirteen, or a combination of such
instruments and any such record. Except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments or
record or both are delivered to the Trustee for the appropriate series of
Securities and, where it is hereby expressly required, to the Company. Such
instrument or instruments and any such record (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the "Act" of the
Holders signing such instrument or instruments or so voting at any such
meeting. Proof of execution of any such instrument or of a writing appointing
any such agent, or of the holding by any Person of a Security, shall be
sufficient for any purpose of this Indenture and (subject to Section 601)
conclusive in favor of the Trustee for the appropriate series of Securities,
the Company and any agent of such Trustee or the Company, if made in the manner
provided in this Section. The record of any meeting of Holders of Securities
shall be proved in the manner provided in Section 1306.

The Company may set a record date for purposes of determining the
identity of Holders of Registered Securities entitled to vote or consent to any
action by vote or consent authorized or permitted under this Indenture, which
record date shall be the later of 30 days prior to the first solicitation of
such consent or the date of the most recent list of Holders furnished to the
Trustee prior to such solicitation. If a record date is fixed, those persons
who were Holders of Registered

Securities at such record date (or their duly designated proxies), and only
those persons, shall be entitled with respect to such Securities to take such
action by vote or consent or to revoke any vote or consent previously given,
whether or not such persons continue to be Holders after such record date.

(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 the certificate of any 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 an officer of a corporation or association
or a member of a partnership, or an official of a public or governmental body,
on behalf of such corporation, association, partnership or public or
governmental body or by a fiduciary, such certificate or affidavit shall also
constitute sufficient proof of this authority.

(c) The fact and date of the execution by any Person of any such
instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manner which the Trustee for the appropriate series
of Securities deems sufficient.

(d) The principal amount and serial numbers of Registered
Securities held by any Person, and the date of holding the same, shall be
proved by the Security Register.

(e) The principal amount and serial numbers of Bearer Securities
held by any Person, and the date of holding the same, may be proved by the
production of such Bearer Securities or by a certificate executed, as
depositary, by any trust company, bank, banker or other depositary, wherever
situated, if such certificate shall be deemed by the Trustee for such
Securities 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 of
the Person holding such Bearer Securities, if such certificate is deemed by
such Trustee to be satisfactory. The Trustee for such Securities and the
Company may assume that such ownership of any Bearer Security continues until
(1) another certificate bearing a later date issued in respect of the same
Bearer Security is produced, (2) such Bearer Security is produced to such
Trustee by some other Person, (3) such Bearer Security is surrendered in
exchange for a Registered Security, or (4) such Bearer Security is no longer
Outstanding. The principal amount and serial numbers of Bearer Securities held
by any Person, and the date of holding the same, may also be proved in any
other manner which the Company and the Trustee for such Securities deem
sufficient.

(f) In determining whether the Holders of the requisite principal
amount of Outstanding Securities have given

any request, demand, authorization, direction, notice, consent or waiver under
this Indenture, the principal amount of an Original Issue Discount Security
that may be counted in making such determination and that shall be deemed to be
Outstanding for such purposes shall be equal to the amount of the principal
thereof that would be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 502 at the time the taking of such action
by the Holders of such requisite principal amount is evidenced to the Trustee
for such Securities.

(g) Any request, demand, authorization, direction, notice,
consent, waiver or other action by 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 for
such Securities, the Security Registrar, any Paying Agent, the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.

SECTION 105. Notices, Etc. to Trustee or Company. Any request,
demand, authorization, direction, notice, consent, waiver or Act of Holders or
other documents provided or permitted by this Indenture to be made upon, given
or furnished to, or filed with,

(1) the Trustee for a series of Securities by any Holder or by the
Company shall be sufficient for every purpose hereunder if made, given,
furnished or filed in writing to or with such Trustee at its Corporate
Trust Office, Attention: Corporate Trust -- Trustee Administration, or

(2) the Company by such Trustee or by any Holder shall be
sufficient for every purpose hereunder (except as provided in paragraph
(3) of Section 501) if in writing and mailed, first class postage prepaid,
to the Company addressed to it at the address of its principal office
specified in the first paragraph of this instrument or at any other
address previously furnished in writing to such Trustee by the Company.

SECTION 106. Notice to Holders; Waiver. Where this Indenture
provides for notice to Holders of any event, (1) such notice shall be
sufficiently given (unless otherwise herein expressly provided) to Holders of
Registered Securities if in writing and mailed, first class postage prepaid, to
each Holder affected by such event, at his address as it appears in the
Security Register, not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice; and (2) such notice
shall be sufficiently given (unless otherwise herein expressly provided) to
Holders of Bearer Securities who have filed their names and addresses with the
Trustee for such purpose within the previous two years if in

writing and mailed, first class postage prepaid, to each such Holder at his
address as so filed not later than the latest date and not earlier than the
earliest date prescribed for the giving of such notice, or to all other Holders
of Bearer Securities if published in an Authorized Newspaper on a Business Day
at least twice, the first such publication to be not earlier than the earliest
date, and the second such publication to be not later than the latest date,
prescribed herein for the giving of such notice.

In any case where notice to Holders of Registered Securities is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder of a Registered Security 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. Any notice mailed in the manner prescribed
by this Indenture shall be deemed to have been given whether or not received by
any particular Holder. In case by reason of the suspension of regular mail
service or by reason of any other cause it shall be impracticable to give such
notice to Holders of Registered Securities by mail, then such notification as
shall be made with the approval of the Trustee for such Securities shall
constitute a sufficient notification for every purpose hereunder.

In case by reason of the suspension of any Authorized Newspaper or
Authorized Newspapers or by reason of any other cause it shall be impracticable
to publish any notice to Holders of Bearer Securities as provided above, then
such notification to Holders of Bearer Securities as shall be made with the
approval of the Trustee for such Securities shall constitute sufficient notice
to such Holders for every purpose hereunder. Neither the failure to give notice
by publication to Holders of Bearer Securities as provided above, nor any
defect in any notice so published, shall affect the sufficiency of any notice
to Holders of Registered Securities given as provided herein.

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

SECTION 107. Conflict with Trust Indenture Act. If any provision
hereof limits, qualifies or conflicts with the duties imposed by any of
Sections 310 through 317, inclusive, of the Trust Indenture Act through the
operation of Section 318(c) thereof, such imposed duties shall control.

SECTION 108. Effect of Headings and Table of Contents. The Article
and Section headings herein and the Table of Contents

are for convenience only and shall not affect the construction hereof.

SECTION 109. Successors and Assigns. All covenants and agreements
in this Indenture by the Company shall bind its successors and assigns, whether
so expressed or not.

SECTION 110. Separability Clause. In any case any provision in
this Indenture or in the Securities or coupons 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 111. Benefits of Indenture. Nothing in this Indenture or
in the Securities or in any coupons appertaining thereto, expressed or implied,
shall give to any Person, other than the parties hereto, any Paying Agent, any
Security Registrar and their successors hereunder and the Holders of Securities
or coupons, any benefit or any legal or equitable right, remedy or claim under
this Indenture.

SECTION 112. Governing Law. This Indenture shall be governed by
and construed in accordance with the laws of the State of Michigan.

SECTION 113. Non-Business Day. In any case where any Interest
Payment Date, Redemption Date or Stated Maturity of a Security of any
particular series shall not be a Business Day at any Place of Payment with
respect to Securities of that series, then (notwithstanding any other provision
of this Indenture or of the Securities or coupons) payment of principal of (and
premium, if any) and interest, if any, with respect to such Security 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 the Interest Payment Date or Redemption Date, or at the Stated
Maturity, provided that no interest shall accrue for the period from and after
such Interest Payment Date, Redemption Date or Stated Maturity, as the case may
be.

SECTION 114. Immunity of Incorporators, Stockholders, Officers and
Directors. No recourse shall be had for the payment of the principal of (and
premium, if any), or the interest, if any, on any Security or coupon of any
series or for any claim based thereon, or upon any obligation, covenant or
agreement of this Indenture, against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or of any successor
corporation, either directly or indirectly through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment of penalty or otherwise; it being
expressly agreed and understood that this Indenture and all the Securities and
coupons of each series are solely corporate obligations, and that no personal
liability whatever shall attach to or is incurred by,

any incorporator, stockholder, officer or director, past, present or future, of
the Company or of any successor corporation, either directly or indirectly
through the Company or any successor corporation, because of the incurring of
the indebtedness hereby authorized or under or by reason of any of the
obligations, covenants or agreements contained in this Indenture or in any of
the Securities or coupons of any series or to be implied herefrom or therefrom;
and that all such personal liability is hereby expressly released and waived as
a condition of, and as part of the consideration for, the execution of this
Indenture and the issuance of the Securities and coupons of each series.

SECTION 115. Certain Matters Relating to Currencies. Subject to
Section 311, each reference to any currency or currency unit in any Security,
or in the Board Resolution or supplemental indenture relating thereto, shall
mean only the referenced currency or currency unit and no other currency or
currency unit.

The Trustee shall segregate moneys, funds and accounts held by the
Trustee in one currency or currency unit from any moneys, funds or accounts
hold in any other currencies or currency units, notwithstanding any provision
herein which would otherwise permit the Trustee to commingle such amounts.

Whenever any action or Act is to be taken hereunder by the Holders
of Securities denominated in different currencies or currency units, then for
purposes of determining the principal amount of Securities held by such
Holders, the aggregate principal amount of the Securities denominated in a
foreign currency or currency unit shall be deemed to be that amount of Dollars
that could be obtained for such principal amount on the basis of a spot rate of
exchange specified to the Trustee for such series in an Officers' Certificate
for such foreign Currency or currency unit into Dollars as of the date the
taking of such action or Act by the Holders of the requisite percentage in
principal amount of the Securities is evidenced to such Trustee.

SECTION 116. Language of Notices, Etc. Any request, demand,
authorization, direction, notice, consent or waiver required or permitted under
this Indenture shall be in the English language, and any published notice may
also be in an official language of the country or province of publication.

ARTICLE TWO

SECURITY FORMS

SECTION 201. Forms of Securities. The Registered Securities, if
any, of each series and the Bearer Securities, if any, of each series and
related coupons shall be in such form or forms (including global form) as shall
be established by or pursuant to a Board Resolution, in each case with such

appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture or any indenture supplemental hereto
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 any
law, with any rule or regulation made pursuant thereto, with any rules of any
securities exchange or to conform to usage, as may, consistently herewith, be
determined by the officers executing such Securities or coupons, as evidenced
by their execution of such Securities or coupons. If temporary Securities of
any series are issued in global form as permitted by Section 304, the form
thereof shall be established as provided in the preceding sentence.

Unless otherwise specified as contemplated by Section 301, Bearer
Securities shall have interest coupons attached.

Prior to the delivery of a Security of any series in any such form
to the Trustee for the Securities of such series for authentication, the
Company shall deliver to such Trustee the following:

(1) a copy of the Board Resolution the Company, by or pursuant to
which such form of Security to be endorsed thereon have been approved;

(2) an Officers' Certificate of the Company dated the date such
Certificate is delivered to such Trustee stating that all conditions
precedent provided for in this Indenture relating to the authentication
and delivery of Securities in such form have been complied with; and

(3) an Opinion of Counsel stating that each of the Securities,
together with any coupons appertaining thereto, in such form, when (a)
completed by appropriate insertions and executed and delivered by the
Company to such Trustee for authentication in accordance with this
Indenture, (b) authenticated and delivered by such Trustee in accordance
with this Indenture within the authorization as to aggregate principal
amount established from time to time by the Board of Directors of the
Company, and (c) sold in the manner specified in such Opinion of Counsel,
will be the legal, valid and binding obligations of the Company, subject
to applicable bankruptcy, reorganization, insolvency, moratorium and other
laws relating to or affecting creditors' rights generally, to general
equitable principles, to an implied covenant of good faith and fair
dealing, to such other qualifications as such counsel shall conclude do
not materially affect the rights of Holders of such Securities.

The definitive Securities and coupons, if any, shall be printed,
lithographed or engraved or produced by any combination of these methods on a
steel engraved border or steel engraved

borders or may be produced in any other manner, all as determined by the
officers executing such Securities or coupons, as evidenced by their execution
thereof.

SECTION 202. Form of Trustee's Certificate of Authentication. The
Certificate of Authentication on all Securities shall be in substantially the
following form:

"this is one of the Securities of the series designated in, and
issued under, the Indenture described herein.

Comerica Bank,
as Trustee

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

SECTION 203. Securities in Global Form. If any Security of a
series is issuable in global form, such Security may provide that it shall
represent the aggregate amount of Outstanding Securities from time to time
endorsed thereon and may also provide 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, of Outstanding Securities
represented thereby shall be made by the Trustee and in such manner as shall be
specified in such Security. Any instructions by the Company with respect to a
Security in global form, after its initial issuance, shall be in writing but
need not comply with Section 102.

Global Securities may be issued in either registered or bearer form
and in either temporary or permanent form. Permanent global Securities will be
issued in definitive form.

ARTICLE THREE

THE SECURITIES

SECTION 301. Title: Payment and Terms. The aggregate principal
amount of Securities which may be authenticated and delivered and Outstanding
under this Indenture is unlimited. The Securities may be issued up to the
aggregate principal amount of Securities from time to time authorized by or
pursuant to a Board Resolution of the Company.

The Securities may be issued in one or more series, each of which
shall be issued pursuant to Board Resolutions of the Company. With respect to
any particular series of Securities to be endorsed thereon, the Board
Resolutions of the Company relating thereto shall specify:

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

(2) any limit upon the aggregate principal amount of the
Securities of that series which may be authenticated and delivered under
this Indenture (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other
Securities of that series pursuant to Section 304, 305, 306, 906 or 1107);

(3) whether Securities of that series are to be issuable as
Registered Securities, Bearer Securities or both;

(4) the date or dates (or manner of determining the same) on which
the principal of the Securities of that series is payable (which, if so
provided in such Board Resolution, may be determined by the Company from
time to time and set forth in the Securities of the series issued from
time to time);

(5) the rate or rates (or the manner of calculation thereof) at
which the Securities of that series shall bear interest (if any), the date
or dates from which such interest shall accrue (which, in either case or
both, if so provided in such Board Resolution, may be determined by the
Company from time to time and set forth in the Securities of the series
issued from time to time), the Interest Payment Dates on which such
interest shall be payable (or manner of determining the same) and the
Regular Record Date for the interest payable on any Registered Securities
on any Interest Payment Date and the extent to which, or the manner in
which, any interest payable on a temporary global Security on an Interest
Payment Date will be paid if other than in the manner provided in Section
307;

(6) the place or places where, subject to the provisions of
Section 1002, the principal of (and premium, if any) and interest, if any,
on Securities of that series shall be payable, any Registered Securities
of that series may be surrendered for registration of transfer, any
Securities of that series may be surrendered for exchange, and notices and
demands to or upon the Company in respect of the Securities of that series
and this Indenture may be served;

(7) the period or periods within which, the price or prices at
which, the currency or currency unit in which, and the terms and
conditions upon which, Securities of that series may be redeemed, in whole
or in part, at the option of the Company;

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

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

(10) if other than the principal amount thereof, the portion of the
principal amount of Securities of that series which shall be payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section
502;

(11) any Events of Default in addition to the Events of Default
described in Section 501 and any covenants of the Company with respect to
the Securities of that series, whether or not such Events of Default or
covenants are consistent with the Events of Default or covenants set forth
herein;

(12) if a Person other than Comerica Bank is to act as Trustee for
the Securities of that series, the name and location of the Corporate
Trust Office of such Trustee;

(13) if other than Dollars, the currency or currency unit in which
payment of the principal of (and premium, if any) or interest, if any, on
the Securities of that series shall be made or in which the Securities of
that series shall be denominated and the particular provisions applicable
thereto in accordance with, in addition to or in lieu of the provisions of
Section 311;

(14) if the principal of (and premium, if any) and interest, if
any, on the Securities of that series are to be payable, at the election
of the Company or a Holder thereof, in a currency or currency unit other
than that in which such Securities are denominated or stated to be
payable, in accordance with provisions in addition to or in lieu of, or in
accordance with the provisions of, Section 311, the period or periods
within which (including the Election Date), and the terms and conditions
upon which, such election may be made, and the time and manner of
determining the exchange rate between the currency or currency unit in
which such Securities are denominated or stated to be

payable and the currency or currency unit in which such Securities are to
be so payable;

(15) the designation of the original Currency Determination Agent,
if any;

(16) the index, if any, used to determine the amount of payments of
principal of (and premium, if any) or interest, if any, on the Securities
of that series;

(17) if the amount of payments of principal of (and premium, if
any) or interest, if any, on the Securities of that series may be
determined, at the election of the Company or a Holder thereof, with
reference to an index based on a currency or currency unit other than that
in which such Securities are denominated or stated to be payable or any
other index, the manner in which such amounts shall be determined;

(18) if the Securities of that series do not bear interest, the
applicable dates for purposes of Section 701;

(19) if other than as set forth in Section 401, provisions for the
satisfaction and discharge of this Indenture with respect to the
Securities of that series;

(20) the application, if any, of Section 1007 to the Securities of
that series;

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

(22) the application, if any, of Section 1008;

(23) whether the Securities of the series shall be issued in whole
or in part in the form of a global Security or Securities and, in such
case, the Depositary and Global Exchange Agent, if any, for such global
Security or Securities, whether such global form shall be permanent or
temporary and, if applicable, the Exchange Date;

(24) if Securities of the series are to be issuable initially in
the form of a temporary global Security, the circumstances under which the
temporary global Security can be exchanged for definitive Securities and
whether the definitive Securities will be Registered Securities and/or
Bearer Securities and will be in global form and whether interest in
respect of any portion of such global Security payable in respect of an
Interest Payment Date prior to the Exchange Date shall be paid to any
clearing organization with respect to a portion of such global 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 clearing organization will be credited to the Persons entitled to
interest payable on such Interest Payment Date if other than as provided
in this Article Three; and

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

All Securities of any particular series and the coupons
appertaining to any Bearer Securities of such series shall be substantially
identical except as to denomination, rate of interest, Stated Maturity and the
date from which interest, if any, shall accrue, and except as may otherwise be
provided in or pursuant to such Board Resolution relating thereto. The terms of
such Securities, as set forth above, may be determined by the Company from time
to time if so provided in or established pursuant to the authority granted in a
Board Resolution. All Securities of any one series need not be issued at the
same time, and unless otherwise provided, a series may be reopened for issuance
of additional Securities of such series.

SECTION 302. Denominations and Currencies. Unless otherwise
provided with respect to any series of Securities as contemplated by Section
301, 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 the denomination of $5,000, and Registered and
Bearer Securities shall be payable in Dollars.

SECTION 303. Execution, Authentication, Delivery and Dating. The
Securities and any related coupons shall be executed on behalf of the Company
by its Chairman of the Board, or its President or one of its Vice Presidents.
The Securities shall be so executed under the corporate seal of the Company
reproduced thereon and attested to by its Secretary or any one of its Assistant
or Deputy Secretaries. The signature of any of these officers on the Securities
may be manual or facsimile.

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 after the execution and delivery
of this Indenture, the Company may deliver Securities of any series together
with any coupons appertaining thereto, executed by the Company to the Trustee
for the Securities of such series for authentication, together with a Company
Order for the authentication and delivery of such

Securities, and such Trustee, in accordance with the Company Order, shall
authenticate and deliver such Securities; provided, however, 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; and provided, further, that such Bearer Security (other than a
temporary global Security in bearer form) may be delivered outside the United
States in connection with its original issuance only if the Person entitled to
receive such Bearer Security shall have furnished to Euroclear or CEDEL, S.A. a
certificate substantially in the form set forth in Exhibit A to this Indenture.
If any Security shall be represented by a permanent global Security, then, for
purposes of this Section and Section 304, the notation of a beneficial owner's
interest therein upon original issuance of such Security or upon exchange of a
portion of a temporary global Security shall be deemed to be delivery in
connection with the original issuance of such beneficial owner's interest in
such permanent global Security. Except as permitted by Section 306 or 307, the
Trustee for the Securities of a series shall not authenticate and deliver any
Bearer Security unless all appurtenant coupons for interest then matured other
than matured coupons in default have been detached and cancelled. If all the
Securities of any one series are not to be issued at one time and if a Board
Resolution relating to such Securities shall so permit, such Company Order may
set forth procedures acceptable to the Trustee for the issuance of such
Securities, including, without limitation, procedures with respect to interest
rate, Stated Maturity, date of issuance and date from which interest, if any,
shall accrue.

Notwithstanding any contrary provision herein, if all Securities of
a series are not to be originally issued at one time, it shall not be necessary
to deliver the Board Resolution, Officers' Certificate and Opinion of Counsel
otherwise required pursuant to Sections 102 and 201 at or prior to the time of
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued.

Each Registered Security shall be dated the date of its
authentication, and, unless otherwise specified as contemplated by Section 301,
each Bearer Security shall be dated as of the date of original issuance of the
first Security of such series to be issued.

No Security or coupon appertaining thereto shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose unless
there appears on such Security a certificate of authentication substantially in
the form provided for herein manually executed by the Trustee for such Security
or in the name of such Trustee pursuant to Section 614, and such certificate
upon any Security shall be conclusive

evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder.

Each Depositary designated pursuant to Section 301 for a global
Security in registered 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, as amended, and any other applicable statute
or regulation.

SECTION 304. Temporary Securities and Exchange of Securities.
Pending the preparation of definitive Securities of any particular series, the
Company may execute, and upon Company Order the Trustee for the Securities of
such series shall authenticate and deliver, in the manner specified in Section
303, temporary Securities which are printed, lithographed, typewritten,
photocopied or otherwise produced, in any denomination, with like terms and
conditions as the definitive Securities of the series in lieu of which they are
issued in registered form or, if authorized, in bearer form with one or more
coupons or without coupons, and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities
may determine, as evidenced by their execution of such Securities. Any such
temporary Securities may be in global form, representing such of the
Outstanding Securities of such series as shall be specified therein.

Except in the case of temporary Securities in global form (which
shall be exchanged only in accordance with the provisions of the following
paragraphs), if temporary Securities of any particular series are issued, the
Company will cause definitive Securities of that series to be prepared without
unreasonable delay. After the preparation of such definitive Securities, the
temporary Securities of such series shall be exchangeable for such definitive
Securities and of a like Stated Maturity and with like terms and provisions
upon surrender of the temporary Securities of such series, together with all
unmatured and matured coupons in default, if any, at the office or agency of
the Company in a Place of Payment for that series, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Securities
of any particular series, the Company shall execute and (in accordance with a
Company Order delivered at or prior to the authentication of the first
definitive Security of such series) the Trustee for the Securities of such
series shall authenticate and deliver in exchange therefor a like principal
amount of definitive Securities of authorized denominations of the same series
and of a like Stated Maturity and with like terms and provisions; provided,
however, unless otherwise specified pursuant to Section 301, no definitive
Bearer Security shall be delivered in exchange for a temporary Registered
Security, and provided, further, that a definitive Bearer Security (including a
permanent global Bearer Security) shall be delivered in exchange for a
temporary Bearer Security only in compliance with the conditions set forth in
Section 303. Until exchanged as hereinabove provided, the

temporary Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities of the same series
and with like terms and conditions, except as to payment of interest, if any,
authenticated and delivered hereunder.

Any temporary global Security and any permanent global Security
shall, unless otherwise provided therein, be delivered to a Depositary
designated pursuant to Section 301.

Without unnecessary delay but in any event not later than the date
specified in or determined pursuant to the terms of any such temporary global
Security which (subject to any applicable laws and regulations) shall be 40
days after the closing of the sale of the Securities or within a reasonable
period of time thereafter (the "Exchange Date"), the Securities represented by
any temporary global Security of a series of Securities issuable in bearer form
may be exchanged for definitive Securities (subject to the second succeeding
paragraph), including one or more permanent global Securities in definitive
form, without interest coupons. On or after the Exchange Date such temporary
global Security shall be surrendered by the Depositary to the Trustee for such
Security, as the Company's agent for such purpose, or the agent appointed by
the Company pursuant to Section 301 to effect the exchange of the temporary
global Security for definitive Securities (including any director or officer of
the Global Exchange Agent authorized by the Trustee as an Authenticating Agent
pursuant to Section 614) (the "Global Exchange Agent"), and following such
surrender, such Trustee or the Global Exchange Agent shall ( 1) endorse the
temporary global Security to reflect the reduction of its principal amount by
an equal aggregate principal amount of such Security, (2) endorse any
applicable permanent global Security to reflect the initial amount, or an
increase in the amount of Securities represented thereby, (3) manually
authenticate such definitive Securities (including any permanent global
Security), (4) subject to Section 303, either deliver such definitive
Securities to the Holder thereof or, if such definitive Security is a permanent
global Security, deliver such permanent global Security to the Depositary to be
held outside the United States for the accounts of Euroclear and CEDEL, S.A.,
for credit to the respective accounts at Euroclear and CEDEL, S.A., designated
by or on behalf of the beneficial owners of such Securities (or to such other
accounts as they may direct) and (5) redeliver such temporary global Security
to the Depositary, unless such temporary global Security shall have been
cancelled in accordance with Section 309 hereof; provided, however, that unless
otherwise specified in such temporary global Security, upon such presentation
by the Depositary, such temporary global Security shall be accompanied by a
certificate dated the Exchange Date or a subsequent date and signed by
Euroclear as to the portion of such temporary global Security held for its
account then to be exchanged for definitive Securities (including any permanent
global Security) and a certificate dated the Exchange Date or a

subsequent date and signed by CEDEL, S.A., as to the portion of such temporary
global Security held for its account then to be exchanged for definitive
Securities (including any permanent global Security), each substantially in the
form set forth in Exhibit B to this Indenture. Each certificate substantially
in the form of Exhibit B hereto of Euroclear or CEDEL, S.A., as the case may
be, shall be based on certificates of the account holders listed in the records
of Euroclear or CEDEL, S.A., as the case may be, as being entitled to all or
any portion of the applicable temporary global Security. An account holder of
Euroclear or CEDEL, S.A., as the case may be, desiring to effect the exchange
of an interest in a temporary global Security for an interest in definitive
Securities (including any permanent global Security) shall instruct Euroclear
or CEDEL, S.A., as the case may be, to request such exchange on its behalf and
shall deliver to Euroclear or CEDEL, S.A., as the case may be, a certificate
substantially in the form of Exhibit A hereto and dated no earlier than 15 days
prior to the Exchange Date. Until so exchanged, temporary global Securities
shall in all respects be entitled to the same benefits under this Indenture as
definitive Securities (including any permanent global Security) of the same
series authenticated and delivered hereunder, except as provided in the fourth
succeeding paragraph.

The delivery to the Trustee for the Securities of the appropriate
series or the Global Exchange Agent by Euroclear or CEDEL, S.A. of any
certificate substantially in the form of Exhibit B hereto may be relied upon by
the Company and such Trustee or the Global Exchange Agent as conclusive
evidence that a corresponding certificate or certificates has or have been
delivered to Euroclear or to CEDEL, S.A., as the case may be, pursuant to the
terms of this Indenture.

On or prior to the Exchange Date, the Company shall deliver to the
Trustee for the Securities of the appropriate series or the Global Exchange
Agent definitive Securities in aggregate principal amount equal to the
principal amount of such temporary global Security, executed by the Company. At
any time on or after the Exchange Date, upon 30 days' notice to the Trustee for
the Securities of the appropriate series or the Global Exchange Agent by
Euroclear or CEDEL, S.A., as the case may be, acting at the request of or on
behalf of the beneficial owner, a Security represented by a temporary global
Security or a permanent global Security, as the case may be, may be exchanged,
in whole or from time to time in part, for definitive Securities without charge
and such Trustee or the Global Exchange Agent shall authenticate and deliver,
in exchange for each portion of such temporary global Security or such
permanent global Security, an equal aggregate principal amount of definitive
Securities of the same series of authorized denominations and with like terms
and provisions as the portion of such temporary global Security or such
permanent global Security to be exchanged, which, unless the Securities of the
series are not issuable both as Bearer Securities and as Registered Securities,
as contemplated by

Section 301, shall be in the form of Bearer Securities or Registered
Securities, or any combination thereof, as shall be specified by the beneficial
owner thereof; provided, however, that definitive Bearer Securities shall be
delivered in exchange for a portion of the temporary global Security only in
compliance with the requirements of the second preceding paragraph. On or prior
to the thirtieth day following receipt by the Trustee for the Securities of the
appropriate series or the Global Exchange Agent of such notice with respect to
a Security, or, if such day is not a Business Day, the next succeeding Business
Day, the temporary global Security or the permanent global Security, as the
case may be, shall be surrendered by the Depositary to such Trustee, as the
Company's agent for such purpose, or the Global Exchange Agent to be exchanged
in whole, or from time to time in part, for definitive Securities or other
definitive Securities, as the case may be, without charge following such
surrender, upon the request of Euroclear or CEDEL, S.A., as the case may be,
and such Trustee or the Global Exchange Agent shall ( 1) endorse the applicable
temporary global Security or the permanent global Security to reflect the
reduction of its principal amount by the aggregate principal amount of such
Security, (2) in accordance with procedures acceptable to the Trustee cause the
terms of such Security and coupons, if any, to be entered on a definitive
Security, (3) manually authenticate such definitive Security and (4) if a
Bearer Security is to be delivered, deliver such definitive Security outside
the United States to Euroclear or CEDEL, S.A., as the case may be, for or on
behalf of the beneficial owner thereof, in exchange for a portion of such
permanent global Security.

Unless otherwise specified in such temporary global Security or
permanent global Security, any such exchange shall be made free of charge to
the beneficial owners of such temporary global Security or permanent global
Security, except that a Person receiving definitive Securities must bear the
cost of insurance, postage, transportation and the like in the event that such
Person does not take delivery of such definitive Securities in person at the
offices of Euroclear or CEDEL, S.A. Definitive Securities in bearer form to be
delivered in exchange for any portion of a temporary global Security shall be
delivered only outside the United States.

Until exchanged in full as hereinabove provided, any temporary
global Security or definitive permanent global Security shall in all respects
be entitled to the same benefits under this Indenture as definitive Securities
of the same series and with like terms and conditions, except as to payment of
interest, if any, authenticated and delivered hereunder. Unless otherwise
specified as contemplated by Section 301, interest payable on a temporary
global Bearer Security on an Interest Payment Date for Securities of such
series shall be payable to Euroclear and CEDEL, S.A. on such Interest Payment
Date upon delivery by Euroclear and CEDEL, S.A. to the Trustee for the
Securities of the appropriate series or the Global Exchange Agent in the case

of payment of interest on a temporary global Security with respect to an
Interest Payment Date occurring prior to the applicable Exchange Date of a
certificate or certificates substantially in the form set forth in Exhibit C to
this Indenture, for credit without further interest on or after such Interest
Payment Date to the respective accounts of the Persons who are the beneficial
owners of such global Security on such Interest Payment Date and who have, in
the case of payment of interest on a temporary global Security with respect to
an Interest Payment Date occurring prior to the applicable Exchange Date, each
delivered to Euroclear or CEDEL, S.A., as the case may be, a certificate
substantially in the form set forth in Exhibit D to this Indenture.

Any definitive Bearer Security authenticated and delivered by the
Trustee for the Securities of the appropriate series or the Global Exchange
Agent in exchange for a portion of a temporary global Security shall not bear a
coupon for any interest which shall theretofore have been duly paid by such
Trustee to Euroclear or CEDEL, S.A. or by the Company to such Trustee in
accordance with the provisions of this Section 304.

With respect to Exhibits A, B, C and D to this Indenture, the
Company may, in its discretion and if required or desirable under applicable
law, substitute one or more other forms of such exhibits for such exhibits,
eliminate the requirement that any or all certificates be provided, or change
the time that any certificate may be required, provided that such substitute
form or forms or notice of elimination or change of such certification
requirement have theretofore been delivered to the Trustee with a Company
Request and such form or forms, elimination or change is reasonably acceptable
to the Trustee.

SECTION 305. Registration, Registration of Transfer and Exchange.
The Company shall cause to be kept at the Corporate Trust Office of the Trustee
for the Securities of each series a security register (the security register
maintained in such office being herein sometimes referred to as the "Security
Register") in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Registered
Securities and of transfers of Registered Securities. The Trustee for the
Securities of each series is hereby initially appointed "Security Registrar"
for the purpose of registering Registered Securities and transfers of
Registered Securities of such series as herein provided.

Upon surrender for registration of transfer of any Registered
Security of any particular series at the office or agency of the Company in a
Place of Payment for that series, the Company shall execute, and the Trustee
for the Securities of each series shall authenticate and deliver, in the name
of the designated transferee or transferees, one or more new Registered
Securities of any authorized denominations, and of a like Stated

Maturity and of a like series and aggregate principal amount and with like
terms and conditions.

Except as set forth below, at the option of the Holder, Registered
Securities of any particular series may be exchanged for other Registered
Securities of any authorized denominations, and of a like Stated Maturity and
of a like series and aggregate principal amount and with like terms and
conditions, upon surrender of the Registered Securities to be exchanged at such
office or agency. Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee for such Securities shall authenticate
and deliver, the Securities which the Holder making the exchange is entitled to
receive. Except as otherwise specified pursuant to Section 301, Registered
Securities may not be exchanged for Bearer Securities.

Notwithstanding any other provision of this Section or Section 304,
unless and until it is exchanged in whole or in part for Registered Securities
in definitive form, a global Security representing all or a portion of the
Registered 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.

At the option of the Holder, Bearer Securities of any series may be
exchanged for Registered Securities of the same series of any authorized
denominations and of a like aggregate principal amount and with like terms and
provisions upon surrender of the Bearer Securities to be exchanged at any
office or agency of the Company in a Place of Payment for that series, 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 (or to the Trustee for the Security in case of
matured coupons in default) 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 such Trustee if there is 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 1002, interest represented by coupons shall be payable only upon
presentation and surrender of those coupons at an office or agency of the
Company in a Place of Payment for that series located outside the United
States. Notwithstanding the foregoing, in case a Bearer Security of any series
is surrendered at any

such office or agency in exchange for a Registered Security of the same series
and with like terms and conditions after the close of business at such office
or agency on or after (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 proposed date for payment of Defaulted Interest, such
Bearer Security shall be surrendered without the coupon relating to such
Interest Payment Date or proposed date for 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 upon presentment of such
coupon in accordance with the provisions of this Indenture.

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

If at any time the Depositary for Securities of a series in
registered form 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 for such series shall no longer be eligible under
Section 303, the Company shall appoint a successor Depositary with respect to
the Securities for such series. If a successor Depositary for the Securities of
such series is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility, the Company's
election pursuant to Section 301 shall no longer be effective with respect to
the Securities for such series and the Company will execute, and the Trustee,
upon receipt of a Company Order for the authentication and delivery of
definitive Securities of such series, will authenticate and deliver Securities
of such series in definitive form, in an aggregate principal amount equal to
the principal amount of the global Security or Securities representing such
series in exchange for such global Security or Securities.

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

amount of the global Security or Securities representing such series in
exchange for such global Security or Securities.

If specified by the Company pursuant to Section 301 with respect to
a series of Securities in registered form, the Depositary for such series of
Securities may surrender a global Security for such series of Securities in
exchange in whole or in part for Securities of such series of like tenor and
terms and in definitive 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 Security or Securities of the same series, of like
tenor and terms, and 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 global Security, and (ii) to such Depositary a new
global Security of like tenor and terms and in a denomination equal to the
difference, if any, between the principal amount of the surrendered global
Security and the aggregate principal amount of Securities delivered to Holders
thereof.

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

All Securities issued upon any registration of transfer or 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 Security presented or surrendered for registration of
transfer or exchange shall (if so required by the Company or the Trustee for
such Security) be duly endorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar for
such series 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
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 of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

The Company shall not be required (i) to issue, register the
transfer of or exchange Securities of any series during a period beginning at
the opening of business 15 days before the day of the mailing of a notice of
redemption of Securities of that series selected for redemption under Section
1104 and ending at the close of business on (A) if Securities of the series are
issuable only as Registered Securities, the day of the mailing of the relevant
notice of redemption and (B) if Securities of the series are issuable as Bearer
Securities, the day of the first publication of the relevant notice of
redemption or, if Securities of the series are also issuable as Registered
Securities and there is no publication, the mailing of the relevant notice of
redemption, or (ii) to register the transfer of or exchange any Registered
Security so selected for redemption as a whole or in part, except the
unredeemed 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, however, that such Registered Security shall be simultaneously
surrendered for redemption.

SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities and
Coupons. If (i) any mutilated Security or a Security with a mutilated coupon
appertaining thereto is surrendered to the Trustee for such Security or the
Company and the Trustee for a Security receive evidence to their satisfaction
of the destruction, loss or theft of any Security or coupon and (ii) there is
delivered to the Company and such Trustee such security or indemnity as may be
required by them to save each of them and any agent of either of them harmless,
then, in the absence of notice to the Company or such Trustee that such
Security or coupon has been acquired by a bona fide purchaser, the Company
shall execute and upon its request such Trustee shall authenticate and deliver,
in lieu of any such destroyed, lost or stolen Security or in exchange for such
mutilated Security, or in exchange for the Security to which a mutilated,
destroyed, lost or stolen coupon appertains (with all appurtenant coupons not
mutilated, destroyed, lost or stolen) a new Security of the same series and in
a like principal amount and of a like Stated Maturity and with like terms and
conditions and bearing a number not contemporaneously outstanding with coupons
corresponding to the coupons, if any, appertaining to such mutilated,
destroyed, lost or stolen Security or to the Security to which such mutilated,
destroyed, lost or stolen coupon appertains.

In case any such mutilated, destroyed, lost or stolen Security or
coupon has become or is about to become due and payable, the Company in their
discretion may, instead of issuing a new Security, pay such Security or coupon
(without surrender thereof except in the case of a mutilated Security or
coupon) if the applicant for such payment shall furnish to the Company and the
Trustee for such Security such security or indemnity as may be required by them
to save each of them harmless, and in case of destruction, loss or theft,
evidence satisfactory to the Company

and such Trustee and any agent of either of them of the destruction, loss or
theft of such Security and the ownership thereof; provided, however, that the
principal of (and premium, if any) and interest if any, on Bearer Securities
shall, except as otherwise provided in Section 1002, be payable only at an
office or agency located outside the United States and, unless otherwise
specified as contemplated by Section 301, 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 all fees and expenses of the Trustee for such Security)
connected therewith.

Every new Security of any series, with its coupons, if any, issued
pursuant to this Section in lieu of any destroyed, lost or stolen Security or
in exchange for any mutilated Security, or in exchange for a Security to which
a mutilated, destroyed, lost or stolen coupon appertains shall constitute an
original additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen Security and its coupons, 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 the same series and their coupons, if any.

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 307. Payment of Interest; Interest Rights Preserved.
Interest on any Registered Security which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall, if so provided in such
Security, 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 payment provided, however, that interest if any,
that is payable at maturity will be payable to the person to whom principal
shall be payable.

Unless otherwise provided with respect to the Securities of any
series, payment of interest may be made at the option of the Company (i) in the
case of Registered Securities, by check mailed or delivered to the address of
the Person entitled thereto as such address shall appear in the Security
Register or by wire transfer to an account maintained by the payee with a bank
located inside the United States according to the written instructions of the
payee signed by two authorized officers of the payee, if any, or (ii) in the
case of Bearer

Securities, except as otherwise provided in Section 1002, upon presentation and
surrender of the appropriate coupon appertaining thereto at an office or agency
of the Company in a Place of Payment located outside the United States or by
transfer to an account maintained by the payee with a bank located outside the
United States.

Unless otherwise provided or contemplated by Section 301, every
permanent global Security will provide that interest, if any, payable on any
Interest Payment Date will be paid to each of Euroclear and CEDEL, S.A. with
respect to that portion of such permanent global Security held for its account
by the Depositary. Each of Euroclear and CEDEL, S.A. will in such circumstances
credit the interest received by it in respect of such permanent global Security
to the accounts of the beneficial owners thereof.

Any interest on any Registered Security of any particular 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 registered Holder on the relevant Regular Record
Date by virtue of having been such Holder, and such Defaulted Interest may be
paid by the Company, at its election in each case, as provided in clause (1) or
(2) below:

(1) The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Registered Securities of that
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 shall notify the Trustee for the Registered Securities of such
series in writing of the amount of Defaulted Interest proposed to be paid
on each Registered Security of that series and the date of the proposed
payment, and at the same time the Company shall deposit with such Trustee
an amount of money in the currency or currency unit in which the
Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series and except as
provided in Sections 311(b), 311(d) and 311(e)), equal to the aggregate
amount proposed to be paid in respect of such Defaulted Interest or shall
make arrangements satisfactory to such Trustee for such deposit prior to
the date of the proposed payment such money when deposited to be held in
trust for the benefit of the Persons entitled to such Defaulted Interest
as in this clause provided. Thereupon such Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest which shall not be
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 such
Trustee of the notice of the proposed payment. Such Trustee shall promptly
notify the Company of such Special Record Date and, in the name and at the
expense of the

Company, 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 that series at
his address as it appears in the Security Register not less than 10 days
prior to such Special Record Date. Such Trustee may, in its discretion, in
the name and at the expense of the Company, cause a similar notice to be
published at least once in a newspaper published in the English language,
customarily on each Business Day and of general circulation in New York,
New York, but such publication shall not be a condition precedent to the
establishment of such Special Record Date. Notice of the proposed payment
of such Defaulted Interest and the Special Record Date therefor having
been mailed as aforesaid, such Defaulted interest shall be paid to the
Persons in whose names the Registered Securities of that series (or their
respective Predecessor Securities) are registered on such Special Record
Date and shall no longer be payable pursuant to the following clause(2).

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

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

SECTION 308. Persons Deemed Owners. Prior to due presentment of a
Registered Security for registration of transfer, the Company, the Trustee for
such Security and any agent of the Company or such Trustee may treat the Person
in whose name any such Security is registered as the owner of such Security for
the purpose of receiving payment of principal of (and premium, if any) and
(subject to Section 307) interest, if any, on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, such Trustee nor any agent of the Company or such Trustee shall be
affected by notice to the contrary.

Title to any Bearer Security and any coupons appertaining thereto
shall pass by delivery. The Company, the Trustee for such Security and any
agent of the Company or such Trustee may treat the bearer of any Bearer
Security and the bearer of any coupon as the absolute owner of such Bearer

44
38

Security or coupon for the purpose of receiving payment thereof or on account
thereof and for all other purposes whatsoever, whether or not such Security or
coupon be overdue, and neither the Company, such Trustee nor any agent of the
Company or such Trustee shall be affected by notice to the contrary.

None of the Company, the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

SECTION 309. Cancellation. All Securities and coupons surrendered
for payment, redemption, registration of transfer or exchange, or delivered in
satisfaction of any sinking fund payment, shall, if surrendered to any Person
other than the Trustee for such Securities, be delivered to such Trustee and,
in the case of Registered Securities and matured coupons, shall be promptly
cancelled by it. All Bearer Securities and unmatured coupons so delivered to
the Trustee for such Securities shall be cancelled by such Trustee. The Company
may at any time deliver to the Trustee for Securities of a series for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and all
Securities so delivered shall be promptly cancelled by such Trustee.
Notwithstanding any other provision of this Indenture to the contrary, in the
case of a series, all the Securities of which are not to be originally issued
at one time, a Security of such series shall not be deemed to have been
Outstanding at any time hereunder if and to the extent that subsequent to the
authentication and delivery thereof, such Security is delivered to the Trustee
for such Security for cancellation by the Company or any agent thereof upon the
failure of the original purchaser thereof to make payment therefor against
delivery thereof, and any Security so delivered to such Trustee shall be
promptly cancelled by it. No Securities shall be authenticated in lieu of or in
exchange for any Securities cancelled as provided in this Section, except as
expressly permitted by this Indenture. All cancelled Securities and coupons
held by the Trustee for such Securities shall be disposed of by such Trustee in
accordance with its standard procedures and a certificate of disposition
evidencing such disposition of Securities and coupons shall be provided to the
Company by such Trustee. In the case of any temporary global Security, which
shall be disposed of if the entire aggregate principal amount of the Securities
represented thereby has been exchanged, the certificate of disposition shall
state that all certificates required pursuant to Section 304 hereof,
substantially in the form of Exhibit B hereto (or in the form of any substitute
exhibit as provided in the last paragraph of Section 304), to be given by
Euroclear or CEDEL, S.A., have been duly presented to the Trustee for such
Securities by Euroclear or CEDEL, S.A., as the case may be. Permanent global

Securities shall not be disposed of until exchanged in full for definitive
Securities or until payment thereon is made in full.

SECTION 310. Computation of Interest. Except as otherwise specified
as contemplated by Section 301 for Securities of any particular series,
interest on the Securities of each series shall be computed on the basis of a
360-day year of twelve 30-day months and, in the case of an incomplete month,
the number of days elapsed, the amount of interest payable on the Securities of
any series for any period to be equal to the product of (i) the principal
amount of the Securities of such series Outstanding during such period, (ii)
the stated rate of interest per annum (expressed as a decimal fraction) payable
on the Securities of such series and (iii) a fraction, the numerator of which
is the total number of full months elapsed in such period multiplied by 30,
plus the number of days in any incomplete month during which such Securities
were Outstanding, and the denominator of which is 360.

SECTION 311. Currency and Manner of Payments in Respect of
Securities. (a) 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 (and premium, if any) and interest if any,
on any Registered or Bearer Security of such series will be made in the
currency or currency unit in which such Registered Security or Bearer Security,
as the case may be, is payable.

(b) It may be provided pursuant to Section 301 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 (and
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 for such series of Registered Securities a written
election with signature guarantees and in form and substance satisfactory to
such Trustee, 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 until changed by such Holder by written notice
to the Trustee 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 notice of redemption has
been given by the Company pursuant to Article Eleven). In the event any Holder
makes any such election pursuant to the

preceding sentence, such election will not be effective on any transferee of
such Holder and such transferee shall be paid in the currency or currency unit
indicated pursuant to paragraph (a) above unless such transferee makes an
election pursuant to the preceding sentence; provided, however, that such
election, if in effect while funds are on deposit with respect to the
Securities of such series as described in Section 401(a)(1)(B) or Section 1007,
will be effective on any transferee of such Holder unless otherwise specified
pursuant to Section 301 for the Securities of such series. Any Holder of any
such Registered Security who shall not have delivered any such election to the
Trustee of such series of Registered Securities 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 paragraph (a) of this Section 311. In no case may a Holder of Securities of
any series elect to receive payments in any currency or currency unit as
described in this Section 311(b) following a deposit of funds with respect to
the Securities of such series as described in Section 401(a)(1)(B) or Section
1007. The Trustee for each such series of Registered Securities shall notify
the Currency Determination 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 pursuant to Section 301, then not later than the fourth Business
Day after the Regular Record Date for each payment date for Registered
Securities of any series, the Currency Determination Agent will deliver to the
Company a written notice specifying, in the currency or currency unit in which
Registered Securities of such series are payable, the respective aggregate
amounts of principal of (and premium, if any) and interest, if any, on the
Registered Securities to be made on such payment date, specifying the amounts
in such currency or currency unit so payable in respect of the Registered
Securities of such series as to which the Holders thereof shall have elected to
be paid in a currency or currency unit other than that in which such series is
denominated as provided in paragraph (b) above. If the election referred to in
paragraph (b) above has been provided for pursuant to Section 301 and if at
least one Holder has made such election, then, on the second Business Day
preceding such payment date the Company will deliver to the Trustee for such
series of Registered Securities an Exchange Rate Officers' Certificate in
respect of the Dollar, Foreign Currency, ECU or currency unit payments to be
made on such payment date. The Dollar, Foreign Currency, ECU or 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, unless
otherwise provided pursuant to Section 301, be determined by the Company on the
basis of the applicable Market Exchange Rate in effect on the third Business
Day (the "Valuation Date") immediately preceding each payment date.

(d) If a Conversion Event occurs with respect to a Foreign Currency,
the ECU or any other currency unit in which any of the Securities are
denominated or payable other than pursuant to an election provided for pursuant
to paragraph (b) above, then with respect to each date for the payment of
principal of (and premium, if any) and interest, if any, on the applicable
Securities denominated or payable in such Foreign Currency, the ECU or such
other currency unit occurring after the last date on which such Foreign
Currency, the ECU or such other currency unit was available (the "Conversion
Date"), the Dollar shall be the currency of payment for use on each such
payment date. The Dollar amount to be paid by the Company to the Trustee of
each such series of Securities and by such Trustee or any Paying Agent to the
Holders of such Securities with respect to such payment date shall be the
Dollar Equivalent of the Foreign Currency or, in the case of a currency unit
the Dollar Equivalent of the Currency Unit, in each case as determined by the
Currency Determination Agent in the manner provided in paragraph (f) or (g)
below.

(e) 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 as provided in paragraph (b) above, and a Conversion Event occurs
with respect to 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. 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 311.

(f) The "Dollar Equivalent of the Foreign Currency" shall be
determined by the Currency Determination Agent and shall be obtained for each
subsequent payment after the Conversion Date 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 Currency Determination 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 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 311 the following terms shall have
the following meanings:

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

A "Specified Amount" of a Component Currency shall mean the number of
units of such Component Currency or fractions

thereof which were represented in the relevant currency unit, including, but
not limited to, the 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 amounts of such two or
more currencies, each of whose Dollar Equivalent at the Market Exchange Rate on
the date of such replacement shall be equal to the Dollar Equivalent of the
Specified Amount of such former Component Currency at the Market Exchange Rate
on such date divided by the number of currencies into which such Component
Currency was divided, 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,
the 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.

"Election Date" shall mean any date for any series of Registered
Securities as specified pursuant to Section 301(17) by which the written
election referred to in Section 311 (b) may be made, such date to be not later
than the Regular Record Date for the earliest payment for which such election
may be effective.

All decisions and determinations of the Currency Determination 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 Trustee for the appropriate series of Securities
and all Holders of such Securities denominated or payable in the relevant
currency or currency units. The Currency Determination Agent shall promptly
give written notice to the Company and the Trustee for the appropriate series
of Securities of any such decision or determination.

In the event of a Conversion Event with respect to a Foreign
Currency, the Company, after learning thereof, will immediately give written
notice thereof to the Trustee of the appropriate series of Registered
Securities and Currency Determination Agent (and such Trustee will promptly
thereafter give notice in the manner provided in Section 106 to the Holders)
specifying the Conversion Date. In the event of a Conversion Event with respect
to the ECU or any other currency unit in which Registered Securities are
denominated or payable, the Company, after learning thereof, will immediately
give written notice thereof to the Trustee of the appropriate series of
Registered Securities and Currency Determination Agent (and such Trustee will
promptly thereafter give notice in the manner provided in Section 106 to the
Holders) specifying the Conversion Date and the Specified Amount of each
Component Currency on the Conversion Date. In the event of any subsequent
change in any Component Currency as set forth in the definition of Specified
Amount above, the Company, after learning thereof, will similarly give written
notice to the Trustee of the appropriate series of Registered Securities and
Currency Determination Agent.

The Trustee of the appropriate series of Registered Securities shall
be fully justified and protected in relying and acting upon information
received by it from the Company and the Currency Determination Agent and shall
not otherwise have any duty or obligation to determine such information
independently.

SECTION 312. Appointment and Resignation of Successor Currency
Determination Agent. (a) If and so long as the Securities of any series (i)
are denominated in a currency unit or a currency other than Dollars or (ii) may
be payable in a currency unit or a currency other than Dollars, or so long as
it is required under any other provision of this Indenture, then the Company
will maintain with respect to each such series of Securities, or as so
required, a Currency Determination Agent. The Company will cause the Currency
Determination Agent to make the necessary foreign exchange determinations at
the time and in the manner specified pursuant to Section 301 for the purpose of
determining the applicable rate of exchange and for the purpose of converting
the issued currency or currency unit into the applicable payment currency or
currency unit for the payment of principal (and premium, if any) and interest
if any, pursuant to Section 311.

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

(c) If the Currency Determination Agent shall resign, be removed or
become incapable of acting, or if a vacancy shall occur in the office of the
Currency Determination Agent for any cause, with respect to the Securities of
one or more series, the Company, by a Board Resolution, shall promptly appoint
a successor Currency Determination Agent or Currency Determination Agents with
respect to the Securities of that or those series (it being understood that any
such successor Currency Determination Agent may be appointed with respect to
the Securities of one or more or all of such series and that at any time there
shall only be one Currency Determination Agent with respect to the Securities
of any particular series).

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Securities of any Series.
(a) The Company shall be deemed to have satisfied and discharged the entire
indebtedness on all the Securities of any particular series and, so long as no
Event of Default shall be continuing, the Trustee for the Securities of such
series, upon Company Request and at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of such
indebtedness, when:

(1) either

(A) all Securities of such series theretofore authenticated and
delivered and all coupons, if any, appertaining thereto (other than (i)
coupons appertaining to Bearer Securities surrendered for exchange for
Registered Securities and maturing after such exchange, whose surrender is
not required or has been waived as provided in ▇▇▇▇▇▇▇ ▇▇▇, (▇▇) any
Securities and coupons of such series which have been destroyed, lost or
stolen and which have been replaced or paid as provided in ▇▇▇▇▇▇▇ ▇▇▇,
(▇▇▇) coupons appertaining to Securities called for redemption and
maturing after the relevant Redemption Date, whose surrender is not
required as provided in Section 1107 and (iv) Securities and coupons of
such series 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 the last
paragraph of Section 1003) have been delivered to such Trustee for
cancellation; or

(B) except as otherwise specified pursuant to Section 301 for
the Securities of such series, with respect to all Outstanding Securities
of such series described in (A) above (and, in the case of (i) or (ii)
below, any coupons appertaining thereto) not theretofore so delivered

to the Trustee for the Securities of such series for cancellation:

(i) the Company has deposited or caused to be deposited
with such Trustee, or in a trust fund established pursuant to a trust
agreement in form and substance satisfactory to the Trustee, as trust
funds in trust an amount in the currency or currency unit in which
the Securities of such series are payable (except as otherwise
specified pursuant to Section 301 for the Securities of such series
and except as provided in Sections 311(b), 311(d) and 311(e), in
which case the deposit to be made with respect to Securities for
which an election has occurred pursuant to Section 311(b), or a
Conversion Event has occurred as provided in Sections 311(d) and
311(e), shall be made in the currency or currency unit in which such
Securities are payable as a result of such election or Conversion
Event), sufficient to pay and discharge the entire indebtedness on
all such Outstanding Securities of such series and any related
coupons for principal (and premium, if any) and interest if any, to
the Stated Maturity or any Redemption Date as contemplated by Section
402, as the case may be; or

(ii) the Company has deposited or caused to be deposited
with such Trustee, or in a trust fund established pursuant to a trust
agreement in form and substance satisfactory to the Trustee, as
obligations in trust such amount of Government Obligations as will,
as evidenced by a Certificate of a Firm of Independent Public
Accountants delivered to such Trustee, together with the
predetermined and certain income to accrue thereon (without
consideration of any reinvestment thereof), be sufficient to pay and
discharge when due the entire indebtedness on all such Outstanding
Securities of such series and any related coupons for unpaid
principal (and premium, if any) and interest if any, to the Stated
Maturity or any Redemption Date as contemplated by Section 402, as
the case may be; or

(iii) the Company has deposited or caused to be deposited
with such Trustee, or in a trust fund established pursuant to a trust
agreement in form and substance satisfactory to the Trustee, in trust
an amount equal to the amount referred to in clause (i) or (ii) in
any combination of currency or currency unit or Government
Obligations;

(2) the Company has paid or caused to be paid all other sums payable
with respect to the Securities of such series and any related coupons;

(3) the Company has delivered to such 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 the entire indebtedness on all Securities of such series and any
related coupons have been complied with;

(4) if the Securities of such series and any related coupons are not
to become due and payable at their Stated Maturity within one year of the
date of such deposit or may not be called for redemption within one year
of the date of such deposit under arrangements satisfactory to such
Trustee as of the date of such deposit, then the Company shall have given,
not later than the date of such deposit, notice of such deposit to the
Holders of such Securities; and

(5) if the conditions set forth in Section 401 (a)(1)(A) have not
been satisfied, and unless otherwise specified pursuant to Section 301 for
the Securities of such series, the Company has delivered to the Trustee an
Opinion of Counsel to the effect that (A) the Company has received from,
or there has been published by, the Internal Revenue Service a ruling, or
(B) since the date of this Indenture there has been a change in applicable
United States federal income tax law, in either case to the effect that,
and based upon which such Opinion of Counsel shall confirm that, the
beneficial owners of Securities of such series will not recognize income,
gain or loss for United States federal income tax purposes as a result of
such deposit, satisfaction and discharge and will be subject to United
States federal income tax on the same amount and in the same manner and at
the same time as would have been the case if such deposit, satisfaction
and discharge had not occurred.

(b) Upon the satisfaction of the conditions set forth in this
Section 401 with respect to all the Securities of any series, the terms and
conditions of the Securities of such series including the terms and conditions
with respect thereto set forth in this Indenture, shall no longer be binding
upon, or applicable to, the Company and the Holders of the Securities of such
series and any related coupons shall look for payment only to the funds or
obligations deposited with the Trustee pursuant to Section 401 (a)(1)(B) or in
a trust fund established pursuant to Section 401 (a)(1)(B) ; provided, however,
that in no event shall the Company be discharged from (i) any payment
obligations in respect of Securities of such series and any related coupons
which are deemed not to be Outstanding under clause (3) of the definition
thereof if such obligations continue to be valid obligations of the Company
under applicable law, (ii) from any obligations under Sections 402(b), 607, 610
and 1008 and (iii) from any obligations under Sections 304, 305 and 306 (except
that Securities of such series issued upon registration of transfer or exchange
or in lieu of mutilated, destroyed, lost or stolen Securities and any related
coupons shall not be obligations of the Company) and

Sections 311, 516, 701 and 1002; and provided, further, that in the event a
petition seeking relief under any applicable bankruptcy law is filed and not
discharged with respect to the Company within 91 days after the deposit, the
entire indebtedness on all Securities of such series and any related coupons
shall not be discharged, and in such event the Trustee shall return such
deposited funds or obligations as it is then holding to the Company upon
Company Request. Notwithstanding the satisfaction of the conditions set forth
in this Section 401 with respect to all the Securities of any series not
denominated in Dollars, upon the happening of any Conversion Event the Company
shall be obligated to make the payments in Dollars required by Section 311 (d)
to the extent that the Currency Determination Agent is unable to convert any
Foreign Currency or currency unit in its possession pursuant to Section
401(a)(1)(B) into the Dollar Equivalent of the Foreign Currency or the Dollar
Equivalent of the Currency Unit as the case may be. If, after the deposit
referred to in Section 401 has been made, a Conversion Event occurs as
contemplated in Section 311(d) or 311(e), then the indebtedness represented by
such Security shall be fully discharged if the deposit made with respect to
such Security shall be converted into the currency or currency unit in which
such Security is payable at the Dollar Equivalent of the Foreign Currency or
the Dollar Equivalent of the Currency Unit. The Trustee for such series of
Securities shall return to the Company any non-converted funds or securities in
its possession after such payments have been made.

SECTION 402. Application of Trust Money. (a) All money and
obligations deposited in a trust fund or with the Trustee for any series of
Securities pursuant to Section 401 or Section 1007 shall be held irrevocably in
trust and shall be made under the terms of an escrow trust agreement in form
satisfactory to such Trustee. Such money and obligations shall be applied by
such Trustee, in accordance with the provisions of the Securities, any coupons,
this Indenture and such escrow trust agreement, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying
Agent) as such Trustee may determine, to the Persons entitled thereto, of the
principal of (and premium, if any) and interest if any, on the Securities for
the payment of which such money and obligations have been deposited with such
Trustee. If Securities of any series are to be redeemed prior to their Stated
Maturity, whether pursuant to any optional redemption provisions or in
accordance with any mandatory sinking fund requirement, the Company shall make
such arrangements as are satisfactory to the Trustee for any series of
Securities for the giving of notice of redemption by such Trustee in the name,
and at the expense, of the Company.

(b) The Company shall pay and shall indemnify the Trustee for any
series of Securities against any tax, fee or other charge imposed on or
assessed against Government Obligations deposited pursuant to Section 401 or
Section 1008 or

the interest and principal received in respect of such Government Obligations
other than any such tax, fee or other charge which by law is payable by or on
behalf of Holders. The obligation of the Company under this Section 402(b)
shall be deemed to be an obligation of the Company under Section 607(2).

(c) Anything in this Article Four to the contrary notwithstanding,
the Trustee for any series of Securities shall deliver or pay to the Company
from time to time upon Company Request any money or Government Obligations held
by it as provided in Section 401 or Section 1007 which, as expressed in a
Certificate of a Firm of Independent Public Accountants delivered to such
Trustee, are in excess of the amount thereof which would then have been
required to be deposited for the purpose for which such money or Government
Obligations were deposited or received provided such delivery can be made
without liquidating any Government Obligations.

SECTION 403. Satisfaction and Discharge of Indenture.
Upon compliance by the Company with the provisions of Section 401 as to the
satisfaction and discharge of each series of Securities issued hereunder, and
if the Company has paid or caused to be paid all other sums payable under this
Indenture (including without limitation amounts owed to the Trustee under
Section 607), this Indenture shall cease to be of any further effect (except as
otherwise provided herein). Upon Company Request and receipt of an Opinion of
Counsel and an Officers' Certificate complying with the provisions of Section
102, the Trustees for all series of Securities (at the expense of the Company)
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture.

Notwithstanding the satisfaction and discharge of this Indenture, any
obligations of the Company under Sections 304, 305, 306, 311, 402(b), 516, 607,
610, 701, 1002 and 1008 and the obligations of the Trustee for any series of
Securities under Section 402 shall survive.

SECTION 404. Reinstatement. If the Trustee for any series of
Securities is unable to apply any of the amounts (for purposes of this Section
404, "Amounts") or Government Obligations, as the case may be, described in
Section 401(a)(1) (B) (i) or (ii), respectively, in accordance with the
provisions of Section 401 by reason of any legal proceeding or any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company's obligations under this
Indenture and the Securities of such series and the coupons, if any,
appertaining thereto shall be revived and reinstated as though no deposit had
occurred pursuant to Section 401 until such time as the Trustee for such series
is permitted to apply all such Amounts or Governmental Obligations, as the case
may be, in accordance with the provisions of Section 401; provided, however,
that if, due to the reinstatement of its rights or obligations hereunder, the
Company

has made any payment of principal of (or premium, if any) or interest, if any,
on such Securities or coupons, the Company shall be subrogated to the rights of
the Holders of such Securities or coupons to receive payment from such Amounts
or Government Obligations, as the case may be, held by the Trustee for such
series.

ARTICLE FIVE

REMEDIES

SECTION 501. Events of Default. "Event of Default" wherever used
herein with respect to Securities of any series, means any one of the following
events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law, pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body), unless such event is either inapplicable
to a particular series or it is specifically deleted or modified in the
supplemental indenture creating such series of Securities or in the form of
Security for such series:

(1) default in the payment of any interest upon any Security of such
series or a related coupon, if any, when it becomes due and payable, and
continuance of such default for a period of 30 days; or

(2) default in the payment of the principal of (or premium, if any,
on) any Security of such series when it becomes due and payable, whether
at Maturity or otherwise; or

(3) default in the deposit of any sinking fund payment or analogous
obligation when and as due by the terms of a Security of such series; or

(4) default in the performance, or breach, of any covenant or
warranty of the Company contained in this Indenture in respect of the
Securities of such series (other than a covenant or warranty a default in
whose performance or whose breach is elsewhere in this Section
specifically dealt with or which has expressly been included in this
Indenture solely for the benefit of Securities of a series other than such
series), all of such covenants and warranties in the Indenture which are
not expressly stated to be for the benefit of a particular series of
Securities being deemed in respect of the Securities of all series for
this purpose, and continuance of such default or breach for a period of 60
days after there has been given, by registered or certified mail, to the
Company to the Trustee or to the Company and the Trustee by the Holders of
at least 25% in principal amount of the Outstanding Securities of

such series, a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a "Notice of
Default" hereunder, or

(5) a default under any bond, debenture, note or other evidence of
indebtedness for money borrowed (other than the Securities) by the Company
or any Subsidiary of the Company or under any mortgage, indenture or
instrument (other than this Indenture or the Securities) under which there
may be issued or by which there may be secured or evidenced any
indebtedness for money borrowed by the Company, whether such indebtedness
now exists or shall hereafter be created, which default shall constitute a
failure to pay any portion of the principal of such indebtedness in an
amount exceeding $20,000,000 (or, in the case of indebtedness denominated
in a currency other than U.S. dollars, an amount exceeding $20,000,000
based on the exchange rate in effect at the end of the Company's most
recently completed fiscal quarter) when due and payable after the
expiration of any applicable grace period with respect thereto or shall
have resulted in such indebtedness in an aggregate amount exceeding
$20,000,000 (or, in the case of indebtedness denominated in a currency
other than U.S. dollars, an amount exceeding $20,000,000 based on the
exchange rate in effect at the end of the Company's most recently
completed fiscal quarter) becoming or being declared due and payable prior
to the date on which it would otherwise have become due and payable,
without such indebtedness having been discharged, or such acceleration
having been rescinded or annulled, within a period of 10 days after the
date on which payment is due or the date of such acceleration; or

(6) the entry by a court having jurisdiction in the premises of (A)
a decree or order for relief in respect of the Company in an involuntary
case or proceeding under any applicable bankruptcy law or (B) a decree or
order adjudging the Company a bankrupt or insolvent or approving as
properly filed a petition seeking reorganization, arrangement, adjustment
or composition of or in respect of the Company under any applicable
bankruptcy law, or appointing a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official of the Company or of
substantially all of the property of the Company, or ordering the winding
up or liquidation of the affairs of the Company and the continuance of any
such decree or order for relief or any such other decree or order unstayed
and in effect for a period of 60 consecutive days; or

(7) the commencement by the Company of a voluntary case or
proceeding under any applicable bankruptcy law, or of any other case or
proceeding to be adjudicated a bankrupt or insolvent, or the consent by
the Company to the entry of a decree or order for relief in respect of the
Company in an involuntary case or proceeding under any applicable

bankruptcy law, or to the commencement of any bankruptcy or insolvency
case or proceeding against the Company or the filing by the Company of a
petition or answer or consent seeking reorganization or relief under any
applicable bankruptcy law, or the consent by the Company to the filing of
such petition or to the appointment of or the taking possession by a
custodian, receiver, liquidator, assignee, trustee, sequestrator or
similar official of the Company or of substantially all of the property of
the Company or the making by the Company of an assignment for the benefit
of creditors, or the admission by the Company in writing of its inability
to pay its debts generally as they become due, or the taking of corporate
action by the Company in furtherance of any such action; or

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

SECTION 502. Acceleration of Maturity; Rescission and Annulment. If
an Event of Default described in paragraph (1), (2), (3), (4) or (8) (if the
Event of Default under paragraph (4) or (8) is with respect to less than all
series of Securities then Outstanding) of Section 501 occurs and is continuing
with respect to any series of Securities, then and in each and every such case,
unless the principal of all the Securities of such series shall have already
become due and payable, either the Trustee or the Holders of not less than 25%
in aggregate principal amount of the Securities of such series then Outstanding
hereunder (each such series acting as a separate class), by notice in writing
to the Company (and to the Trustee if given by Holders), may declare the
principal amount (or if the Securities of such series are Original Issue
Discount Securities, such portion of the principal amount as may be specified
in the terms of that series) of all the Securities of such series to be due and
payable immediately, and upon any such

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declaration of acceleration the same, together with any accrued interest and
all other amounts owing thereunder and hereunder, shall become and shall be
immediately due and payable, anything in this Indenture or in the Securities of
such series contained to the contrary notwithstanding, without presentment,
demand, protest or notice of any kind, all of which are hereby expressly
waived. If an Event of Default described in paragraph (4) or (8) (if the Event
of Default under paragraph (4) or (8) is with respect to all series of
Securities then Outstanding), or (5) of Section 501 occurs and is continuing,
then and in each and every such case, unless the principal of all the
Securities shall have already become due and payable, either the Trustee or the
Holders of not less than 25% in aggregate principal amount of all the
Securities then Outstanding hereunder (treated as one class), by notice in
writing to the Company (and to the Trustee if given by Holders), may declare
the principal amount (or, if any Securities are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms thereof) of all the Securities then Outstanding to be due and payable
immediately, and upon any such declaration the same, together with any accrued
interest and all other amounts owing thereunder and hereunder, shall become and
shall be immediately due and payable, anything in this Indenture or in the
Securities contained to the contrary notwithstanding, without presentment,
demand, protest or notice of any kind, all of which are hereby expressly
waived. If an Event of Default described in paragraph (6) or (7) of Section
501 occurs and is continuing, then and in each and every such case, unless the
principal of all the Securities of such series then Outstanding shall have
already become due and payable, the principal amount (or, if any Securities are
Original Issue Discount Securities, such portion of the principal amount as may
be specified in the terms thereof) of all the Securities of such series,
together with any accrued interest and all other amounts owing thereunder and
hereunder, shall immediately become 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 for the Securities of
any series as hereinafter in this Article provided, the Holders of a majority
in principal amount of the Outstanding Securities of that series, by written
notice to the Company and such Trustee, may rescind and annul such declaration
and its consequences if

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

(A) in the currency or currency unit in which that series of
Securities is payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series and except as provided
in Sections 311(b), 311(d), and 311(e)), all overdue interest on all
Securities of that series and any related coupons,

(B) in the currency or currency unit in which that series of
Securities is payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series and except as provided
in Sections 311(b), 311 (d), and 311 (e)), the principal of (and
premium, if any, on) any Securities of that series which have become
due otherwise than by such declaration of acceleration and interest
thereon from the date such principal became due at a rate per annum
equal to the rate borne by the Securities of such series (or, in the
case of Original Issue Discount Securities, the Securities' Yield to
Maturity), to the extent that the payment of such interest shall be
legally enforceable,

otherwise specified pursuant to Section 301 for the Securities of
such series and except as provided in Sections 311(b), 311(d), and
311(e)), to the extent that payment of such interest is lawful,
interest upon overdue interest at a rate per annum equal to the rate
borne by the Securities of such series (or, in the case of Original
Issue Discount Securities, the Securities' Yield to Maturity), and

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

and

(2) all Events of Default with respect to the Securities of such
series, other than the non-payment of the principal of Securities of that
series which have become due solely by such acceleration, have been cured
or waived as provided in Section 513.

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

SECTION 503. Collection of Indebtedness and Suits for Enforcement by
Trustee. The Company covenants that if:

(1) default is made in the payment of any interest upon any Security
of any series and any related coupons 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 of any series at its Maturity;

and any such default continues for any period of grace provided with respect to
the Securities of such series, the Company will, upon demand of the Trustee for
the Securities of such series, pay to the Trustee, for the benefit of the
Holders of such Securities and coupons, the whole amount then due and payable
on such Securities and coupons for principal (and premium, if any) and
interest, if any, with interest upon the overdue principal (and premium, if
any) and, to the extent that payment of such interest shall be legally
enforceable, upon any overdue installments of interest at a rate per annum
equal to the rate borne by such Securities (or, in the case of Original Issue
Discount Securities, the Securities' Yield to Maturity); 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 such Trustee, its agents and counsel.

If the Company fails to pay such amounts forthwith upon such demand,
such 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 proceedings to judgment or final decree, and may enforce the
same against the Company or any other obligor upon the Securities 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 the Securities,
wherever situated.

If an Event of Default with respect to Securities of any particular
series occurs and is continuing, the Trustee for the Securities of such series
may in its discretion proceed to protect and enforce its rights and the rights
of the Holders of Securities of that series by such appropriate judicial
proceedings as such 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 504. Trustee May File Proofs of Claim. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relating to the Company or any other obligor upon the Securities of
any series or the property of the Company or of such other obligor or their
creditors, the Trustee for the Securities of such series (irrespective of
whether the principal (or lesser amount in the case of an Original Issue
Discount Security) of any Security of such series shall then be due and payable
as therein expressed or by declaration or otherwise and irrespective of whether
such 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 lesser amount in the case of an Original Issue Discount Security)
(and premium, if any) and interest, if any, owing and unpaid in
respect of the Securities of such series and any related coupons and
to file such other papers or documents as may be necessary or
advisable in order to have the claims of such Trustee (including any
claim for the reasonable compensation, expenses, disbursements and
advances of such Trustee, its agents and counsel and all other
amounts due to such Trustee under Section 607) and of the Holders of
the Securities of such series and any related coupons allowed in such
judicial proceeding;

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

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(iii) unless prohibited by law or applicable regulations, to
vote on behalf of the Holders of the Securities of such series in any
election of a trustee in bankruptcy or other persons performing
similar functions;

and any receiver, assignee, trustee, liquidator, sequestrator (or other similar
official) in any such judicial proceeding is hereby authorized by each Holder
of Securities and coupons to make such payments to such Trustee, and in the
event that such Trustee shall consent to the making of such payments directly
to the Holders of Securities and coupons, to pay to such Trustee any amount due
to it for the reasonable compensation, expenses, disbursements and advances of
such Trustee, its agents and counsel, and any other amounts due such Trustee
under Section 607.

Nothing herein contained shall be deemed to authorize the Trustee for
the Securities of any series to authorize or consent to or accept or adopt on
behalf of any Holder of a Security or coupon any plan of reorganization,
arrangement, adjustment or composition affecting the Securities of such series
or the rights of any Holder thereof, or to authorize the Trustee for the
Securities or coupons of any series to vote in respect of the claim of any
Holder in any such proceeding, except as aforesaid, for the election of a
trustee in bankruptcy or other person performing similar functions.

SECTION 505. Trustee May Enforce Claims Without Possession of
Securities or Coupons. All rights of action and claims under this Indenture or
the Securities or coupons of any series may be prosecuted and enforced by the
Trustee for the Securities of any series without the possession of any of the
Securities or coupons of such series or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by such 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 such Trustee, its agents
and counsel and all other amounts due to such Trustee under Section 607, be for
the ratable benefit of the Holders of the Securities and coupons of such series
in respect of which such judgment has been recovered.

SECTION 506. Application of Money Collected. Any money collected by
the Trustee for the Securities of any series pursuant to this Article with
respect to the Securities or coupons of such series shall be applied in the
following order, at the date or dates fixed by such Trustee and, in case of the
distribution of such money on account of principal (or premium, if any) or
interest, if any, upon presentation of the Securities or coupons of such
series, or both, as the case may be, and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:

First: To the payment of all amounts due such Trustee under Section
607;

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

Third: The balance, if any, to the Person or Persons entitled thereto.

SECTION 507. Limitation on Suits. No Holder of any Security of any
particular 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) an Event of Default with respect to that series shall have
occurred and be continuing and such Holder shall have previously given
written notice to the Trustee for the Securities of such series of such
default and the continuance thereof;

(2) the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series shall have made written request to
the Trustee for the Securities of such series 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 such Trustee reasonable
indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request;

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

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

it being understood and intended that no one or more Holders of Securities of
that series shall have any right in any manner whatever by virtue of, or by
availing of, any provision of this Indenture to affect, disturb or prejudice
the rights of any other Holders of Securities of that series, or to enforce any
right under this Indenture, except in the manner herein provided and

for the equal and ratable benefit of all the Holders of Securities of that
series.

SECTION 508. Unconditional Right of Holders to Receive Principal
(and Premium, if any) and Interest, if any. Notwithstanding any other
provision in this Indenture, the Holder of any Security or coupon shall have
the right which is absolute and unconditional to receive payment of the
principal of (and premium, if any) and (subject to Section 307) interest, if
any, on such Security on the respective Stated Maturities expressed in such
Security or coupon (or, in the case of redemption, on the Redemption Date) and
to institute suit for the enforcement of any such payment, and such right shall
not be impaired without the consent of such Holder.

SECTION 509. Restoration of Rights and Remedies. If the Trustee for
the Securities of any series or any Holder of a Security or coupon 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 such Trustee or to such Holder, then and in every
such case the Company, such Trustee and the Holders of Securities or coupons
shall, subject to any determination in such proceeding, be restored severally
and respectively to their former positions hereunder, and thereafter all rights
and remedies of such Trustee and such Holders shall continue as though no such
proceeding had been instituted.

SECTION 510. Rights and Remedies Cumulative. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities or coupons in the last paragraph of Section 306, no
right or remedy herein conferred upon or reserved to the Trustee for the
Securities of any series or to the Holders of Securities or coupons 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 511. Delay or Omission Not Waiver. No delay or omission of
the Trustee for the Securities of any series or of any Holder of any Security
of such series to exercise any right or remedy accruing upon any Event of
Default with respect to the Securities of such series shall impair any such
right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to
such Trustee for the Securities or coupons of any series or to the Holders may
be exercised from time to time, and as often as may be deemed expedient, by
such Trustee or by the Holders, as the case may be.

SECTION 512. Control by Holders. The Holders of a majority in
principal amount of the Outstanding Securities of any particular series shall
have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee for the Securities of such
series with respect to the Securities of that series or exercising any trust or
power conferred on such Trustee with respect to such Securities, provided that:

(1) such direction shall not be in conflict with any rule of law or
with this Indenture and could not involve the Trustee in personal
liability;

(2) subject to the provisions of Section 601, the Trustee shall have
the right to decline to follow any such direction if the Trustee in good
faith shall, by a Responsible Officer or Officers of the Trustee,
determine that the proceeding so directed would be unjustly prejudicial to
the Holders of Securities of such series not joining in any such
direction; and

(3) such Trustee may take any other action deemed proper by such
Trustee which is not inconsistent with such direction.

SECTION 513. Waiver of Past Defaults. The Holders of not less than
a majority in principal amount of the Outstanding Securities of any particular
series and any related coupons may on behalf of the Holders of all the
Securities of that series waive any past default hereunder with respect to that
series and its consequences, except a default not theretofore cured:

(1) in the payment of the principal of (or premium, if any) or
interest, if any, on any Security of that series; or

(2) with respect to a covenant or provision hereof which under
Article Nine cannot be modified or amended without the consent of the
Holder of each Outstanding Security of that series 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 514. Undertaking for Costs. All parties to this Indenture
agree, and each Holder of any Security or coupon by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require,
in any suit for the enforcement of any right or remedy under this Indenture or
in any suit against the Trustee for the Securities or coupons of any series for
any action taken or omitted by it as Trustee, the filing by any party litigant
in such suit of an undertaking to

pay the costs of such suit and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this
Section shall (subject to applicable laws) not apply to any suit instituted by
the Trustee for the Securities of any series, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in
principal amount of the Outstanding Securities of any particular series or to
any suit instituted by any Holder of any Security or coupon for the enforcement
of the payment of the principal of (or premium, if any) or interest if any, on
any Security of such series or the payment of any coupon on or after the
respective Stated Maturities expressed in such Security or coupon (or, in the
case of redemption, on or after the Redemption Date).

SECTION 515. Waiver of Stay or Extension Laws. The Company
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 the Company (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 for any series of Securities, but will suffer and permit
the execution of every such power as though no such law had been enacted.

SECTION 516. Judgment Currency. If, for the purpose of obtaining a
judgment in any court with respect to any obligation of the Company hereunder
or under any Security or any related coupon it shall become necessary to
convert into any other currency or currency unit any amount in the currency or
currency unit due hereunder or under such Security or coupon then such
conversion shall be made by the Currency Determination Agent at the Market
Exchange Rate as in effect on the date of entry of the judgment (the "Judgment
Date"). If pursuant to any such judgment conversion shall be made on a date
(the "Substitute Date") other than the Judgment Date and there shall occur a
change between the Market Exchange Rate as in effect on the Judgment Date and
the Market Exchange Rate as in effect on the Substitute Date, the Company
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 or currency
unit which, when converted at the Market Exchange Rate as in effect on the
Judgment Date, is the amount due hereunder or under such Security or coupon.
Any amount due from the Company under this Section 516 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 or
coupon. In no event, however, shall the Company be required to pay more in the
currency or currency unit due hereunder or under such

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Security or coupon at the Market Exchange Rate as in effect on the Judgment Date
than the amount of currency or currency unit stated to be due hereunder or under
such Security or coupon so that in any event the Company's obligations hereunder
or under such Security or coupon will be effectively maintained as obligations
in such currency or currency unit and the Company 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 on the Substitute Date over the amount due and
payable on the Judgment Date.

ARTICLE SIX

THE TRUSTEE

SECTION 601. Certain Duties and Responsibilities. (a) Except
during the continuance of an Event of Default with respect to the Securities of
any series for which the Trustee is serving as such,

(1) such Trustee undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture, and no implied
covenants or obligations shall be read into this Indenture against such
Trustee; and

(2) in the absence of bad faith on its part, such Trustee may
conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon certificates or opinions furnished to
such Trustee and conforming to the requirements of this Indenture; but in
the case of any such certificates or opinions which by any provisions
hereof are specifically required to be furnished to such Trustee, such
Trustee shall be under a duty to examine the same to determine whether or
not they conform to the requirements of this Indenture.

(b) In case an Event of Default with respect to a series of Securities
has occurred and is continuing, the Trustee for the Securities of such series
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 man would
exercise or use under the circumstances in the conduct of his own affairs.

(c) No provision of this Indenture shall be construed to relieve the
Trustee for Securities of any series from liability for its own negligent
action, its own negligent failure to act or its own willful misconduct, except
that:

(1) this Subsection shall not be construed to limit the effect of
Subsection (a) of this Section;

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

(3) such Trustee shall not be liable with respect to any action taken,
suffered or omitted to be taken by it in good faith in accordance with the
direction of the Holders of not less than a majority in principal amount of
the Outstanding Securities of any particular series, determined as provided
in Section 512, relating to the time, method and place of conducting any
proceeding for any remedy available to such Trustee, or exercising any
trust or power conferred upon such Trustee, under this Indenture with
respect to the Securities of that series; and

(4) no provision of this Indenture shall require the Trustee for any
series of Securities 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.

(d) 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 for any series of Securities shall be
subject to the provisions of this Section.

SECTION 602. Notice of Defaults. Within 90 days after the occurrence
of any default hereunder with respect to Securities of any particular series,
the Trustee for the Securities of such series shall give to Holders of
Securities of that series, in the manner set forth in Section 106, notice of
such default if known to such Trustee as provided in Section 603(h), unless such
default shall have been cured or waived; provided, however, that except in the
case of a default in the payment of the principal of (or premium, if any) or
interest if any, on any Security of that series, or in the deposit of any
sinking fund payment with respect to Securities of that series, such Trustee
shall be protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors and/or
Responsible Officers of such Trustee in good faith determines that the
withholding of such notice is in the interest of the Holders of Securities of
that series and related coupons; and, provided, further, that in the case of any
default of the character specified in Section 501(4) with respect to Securities
of that series no such notice to Holders shall be given until at least 60 days
after the occurrence thereof. For the purpose of this Section, the term
"default" means any event which is, or after notice or lapse of

time or both would become, an Event of Default with respect to Securities of
that series.

SECTION 603. Certain Rights of Trustee. Except as otherwise
provided in Section 601:

(a) the Trustee for any series of Security may rely and shall
protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, discretion, consent,
order, bond, debenture, coupon 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 mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order, and any resolution
of the Board of Directors may be sufficiently evidenced by a Board Resolution;

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

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

(e) such Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders of Securities of any series pursuant to this Indenture for
which it is acting as Trustee, unless such Holders shall have offered to such
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) such 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,
coupon or other paper or document, but such Trustee, in its discretion, may make
such further inquiry or investigation into such facts or matters at it may see
fit, and, if such Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney;

(g) such Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly

or by or through agents or attorneys and such Trustee shall not be responsible
for any misconduct or negligence on the part of any agent or attorney appointed
with due care by it hereunder;

(h) the Trustee shall not be charged with knowledge of any Event of
Default with respect to the Securities of any series for which it is acting as
Trustee unless either (1) a Responsible Officer of the Trustee assigned to the
Corporate Trust Department of the Trustee (or any successor division or
department of the Trustee) shall have actual knowledge of the Event of Default
or (2) written notice of such Event of Default shall have been given to the
Trustee by the Company or any other obligor on such Securities or by any Holder
of such Securities; and

(i) such Trustee shall have no duties or responsibilities with respect
to and shall have no liability for the actions taken or the failures to act of
any other Trustees appointed hereunder.

SECTION 604. Not Responsible for Recitals or Issuance of Securities.
The recitals contained herein (except the description of the Trustee) and in the
Securities (except the Trustee's certificates of authentication thereof), and in
any coupons shall be taken as the statements of the Company, and the Trustee for
any series of Securities assumes no responsibility for their correctness. The
Trustee for any series of Securities makes no representations as to the validity
or sufficiency of this Indenture or of the Securities of any series or coupons.
The Trustee for any series of Securities shall not be accountable for the use or
application by the Company of Securities or the proceeds thereof. The Trustee
shall have no duty or responsibility to examine or review and shall have no
liability for the contents of any document submitted to, or delivered to, any
Holder of Securities, in the nature of a preliminary or final placement
memorandum, official statement, offering circular, private placement memorandum,
or any similar disclosure document.

SECTION 605. May Hold Securities. The Trustee for any series of
Securities, any Paying Agent, Security Registrar or any other agent of the
Company or of such Trustee, in its individual or any other capacity, may become
the owner or pledgee of Securities and coupons and, subject to Sections 608 and
613, may otherwise deal with the Company with the same rights it would have if
it were not such Trustee, Paying Agent, Security Registrar or such other agent.

SECTION 606. Money Held in Trust. Money held by the Trustee for any
series of Securities in trust hereunder need not be segregated from other funds
except as provided in Section 115 and except to the extent required by law. The
Trustee for any series of Securities shall be under no liability for interest on
any money received by it hereunder except as otherwise agreed with the Company.

SECTION 607. Compensation and Reimbursement. The Company agrees

(1) to pay to the Trustee for any series of Securities from time to
time reasonable compensation for services rendered hereunder (which
compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust);

(2) except as otherwise expressly provided herein, to reimburse the
Trustee for any series of Securities upon its request for all reasonable
expenses, disbursements and advances incurred or made by such Trustee in
accordance with any provision of this Indenture (including the reasonable
compensation and the expenses and disbursements of its agents and counsel),
except any such expense, disbursement or advance as may be attributable to
its negligence or bad faith;

(3) when the Trustee incurs expenses or renders services after the
occurrence of a bankruptcy with respect to the Company, the expenses and
the compensation for the services are intended to constitute expenses of
administration under any federal or state bankruptcy, insolvency,
arrangement, moratorium, reorganization or other debtor relief law; and

(4) to indemnify such Trustee and its agents, including any
Authenticating Agent, for, and to hold them harmless against, any loss,
liability or expense incurred without negligence or bad faith on their
part, arising out of or in connection with the acceptance or administration
of this trust including the fees, costs and expenses of defending
themselves against any claim or liability in connection with the exercise
or performance of any of their powers or duties hereunder.

As security for the performance of the obligations of the Company
under this Section the Trustee for any series of Securities shall have a lien
prior to the Securities upon all property and funds held or collected by such
Trustee as such, except funds held in trust for the payment of principal of (and
premium, if any) or interest if any, on particular Securities.

SECTION 608. Disqualification; Conflicting Interests. The Trustee for
the Securities shall be subject to the provisions of Section 310(b) of the Trust
Indenture Act during the period of time required thereby. Nothing herein shall
prevent the Trustee from filing with the Commission the application referred to
in the penultimate paragraph of Section 310(b) of the Trust Indenture Act. In
determining whether the Trustee has a conflicting interest as defined in Section
310(b) of the Trust Indenture Act with respect to the Securities of any series,
there

shall be excluded Securities of any particular series of Securities other than
that series.

The Trustee shall not be deemed to have a conflict of interest under
Section 310(b) of the Trust Indenture Act with respect to any other indenture
entered into with the Company; provided that the Securities issued by the
Company under this Indenture are wholly unsecured.

SECTION 609. Corporate Trustee Required; Different Trustees for
Different Series; Eligibility. There shall at all times be a Trustee hereunder
which shall be

(i) a corporation organized and doing business under the laws of
the United States of America, any state thereof, or the District of
Columbia, authorized under such laws to exercise corporate trust
powers, and subject to supervision or examination by Federal or State
authority, or

(ii) a corporation or other Person organized and doing business
under the laws of a foreign government that is permitted to act as
Trustee pursuant to a rule, regulation, or other order of the
Commission, authorized under such laws to exercise corporate trust
powers, and subject to supervision or examination by authority of such
foreign government or a political subdivision thereof substantially
equivalent to supervision or examination applicable to United States
institutional trustees,

having a combined capital and surplus of at least $50,000,000. If such
corporation publishes reports of condition at least annually, pursuant to law or
to requirements of the aforesaid supervising or examining authority, then for
the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. Neither the Company nor any
Person directly or indirectly controlling, controlled by, or under common
control with the Company shall serve as Trustee for the Securities. A different
Trustee may be appointed by the Company for any series of Securities prior to
the issuance of such Securities. If the initial Trustee for any series of
Securities is to be other than Comerica Bank, the Company and such Trustee
shall, prior to the issuance of such Securities, execute and deliver an
indenture supplemental hereto, which shall provide for the appointment of such
Trustee as Trustee for the Securities of such series and 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. 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 hereunder specified in this
Article.

SECTION 610. Resignation and Removal; Appointment of Successor. (a) No
resignation or removal of the Trustee for the Securities of any series and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 611.

(b) The Trustee for the Securities of any series may resign at any
time with respect to the Securities of such series by giving written notice
thereof to the Company. If the instrument of acceptance by a successor Trustee
required by Section 611 shall not have been delivered to the Trustee for the
Securities of such series within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

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

(d) If at any time:

(1) the Trustee for the Securities of any series shall fail to comply
with Section 310(b) of the Trust Indenture Act pursuant to Section 608
hereof after written request therefor by the Company or by any Holder who
has been a bona fide Holder of a Security of such series for at least six
months, unless the Trustee's duty to resign is stayed in accordance with
the provisions of Section 310(b) of the Trust Indenture Act, or

(2) such Trustee shall cease to be eligible under Section 609 and
shall fail to resign after written request therefor by the Company or by
any such Holder, or

(3) such Trustee shall become incapable of acting or shall be adjudged
a bankrupt or insolvent or a receiver of such Trustee or of its property
shall be appointed or any public officer shall take charge or control of
such Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then, in any such case, (i)
the Company by a Board Resolution may remove such Trustee or (ii) subject
to Section 514, 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
removal of such Trustee and the appointment of a successor Trustee.

(e) If the Trustee for the Securities of any series shall resign, be
removed or become incapable of acting, or if a vacancy shall occur in the office
of Trustee for the Securities of any series for any cause, the Company, by a
Board Resolution, shall promptly appoint a successor Trustee with respect to the
Securities of such series and shall comply with the applicable requirements of
Section 611. 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 such 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, forth with upon its acceptance of such appointment in
accordance with the applicable requirements of Section 611, become the successor
Trustee for the Securities of such series and supersede the successor Trustee
appointed by the Company. If no successor Trustee for the Securities of such
series shall have been so appointed by the Company or the Holders and shall have
accepted appointment in the manner required by Section 611, and if such Trustee
is still incapable of acting, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, subject to Section 514, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.

(f) The 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 and to the extent provided in Section 106. Each notice shall include the
name of the successor Trustee with respect to the Securities of that series and
the address of its Corporate Trust Office.

SECTION 611. Acceptance of Appointment by Successor. (a) Every
successor Trustee appointed hereunder with respect to the Securities of any
series shall execute, acknowledge and deliver to the Company and to the retiring
Trustee an instrument accepting such appointment and thereupon the resignation
or removal of the retiring Trustee shall become effective and such successor
Trustee without any further act deed or conveyance, shall become vested with all
the rights, powers, trusts and duties of the retiring Trustee; but on the
request of the Company or the successor Trustee, such retiring Trustee shall,
upon payment of its charges, 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
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust and each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other
such Trustee; and upon the execution and delivery of such supplemental indenture
the resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates, but, on
request of the Company or any successor Trustee, such retiring Trustee shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Securities of
that or those series to which the appointment of such successor Trustee relates.

(c) Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred
to in Subsections (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 for the Securities of any series
shall be qualified and eligible under this Article.

SECTION 612. Merger, Conversion, Consolidation or Succession to
Business. Any corporation into which the Trustee for the Securities of any
series 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 Trustee shall be a
party, or any corporation succeeding to all or substantially all of the
corporate trust business of such Trustee, shall be the successor of such 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 or the Authenticating
Agent for such series then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee, or any successor Authenticating
Agent, as the case may be, may adopt such authentication and deliver the
Securities so authenticated with the same effect as if such successor Trustee or
successor Authenticating Agent had itself authenticated such Securities.

SECTION 613. Preferential Collection of Claims Against Company. (a)
Subject to Subsection (b) of this Section, if the Trustee for the Securities of
any series shall be or shall become a creditor, directly or indirectly, secured
or unsecured, of the Company within three months prior to a default, as defined
in Subsection (c) of this Section, or subsequent to such a default, then, unless
and until such default shall be cured, such Trustee shall set apart and hold in
a special account for the benefit of such Trustee individually, the Holders of
the Securities of any such series and any coupons appertaining thereto and the
holders of other indenture securities (as defined in Subsection (c) of this
Section):

(1) an amount equal to any and all reductions in the amount due and
owing upon any claim as such creditor in respect of principal or interest,
effected after the beginning of such three months' period and valid as
against the Company and its other creditors, except any such reduction
resulting from the receipt or disposition of any property described in
paragraph (2) of this Subsection, or from the exercise of any right of
set-off which such Trustee could have exercised if a petition in bankruptcy
had been filed by or against the Company upon the date of such default; and

(2) all property received by such Trustee in respect of any claim as
such creditor, either as security therefor, or in satisfaction or
composition thereof, or otherwise, after the beginning of such three
months' period, or an amount equal to the proceeds of any such property, if
disposed of, subject, however, to the rights, if any, of the Company and
its other creditors in such property or such proceeds.

Nothing herein contained, however, shall affect the right of such Trustee:

(A) to retain for its own account (i) payments made on account of any
such claim by any Person (other than the Company) who is liable thereon,
and (ii) the proceeds of the bona fide sale of any such claim by such
Trustee to a third person, and (iii) distributions made in cash, securities
or other property in respect of claims filed against the Company in
bankruptcy or receivership or in proceedings for reorganization pursuant to
any applicable bankruptcy law;

(B) to realize, for its own account, upon any property held by it as
security for any such claim, if such property was so held prior to the
beginning of such three months' period;

(C) to realize, for its own account, but only to the extent of the
claim hereinafter mentioned, upon any property held by it as security for
any such claim, if such claim was created after the beginning of such three
months' period and such property was received as security therefor
simultaneously with the creation thereof, and if such Trustee shall sustain
the burden of proving that at the time such property was so received such
Trustee had no reasonable cause to believe that a default as defined in
Subsection (c) of this Section would occur within three months; or

(D) to receive payment on any claim referred to in paragraph (B) or
(C), against the release of any property held as security for such claim as
provided in paragraph (B) or (C), as the case may be, to the extent of the
fair value of such property.

For the purpose of paragraphs (B), (C) and (D), property substituted
after the beginning of such three months' period for property held as security
at the time of such substitution shall, to the extent of the fair value of the
property released, have the same status as the property released, and, to the
extent that any claim referred to in any of such paragraphs is created in
renewal of or in substitution for or for the purpose of repaying or refunding
any preexisting claim of such Trustee as such creditor, such claim shall have
the same status as such preexisting claim.

If such Trustee shall be required to account, the funds and property
held in such special account and the proceeds thereof shall be apportioned
between such Trustee, the Holders of the Securities of such series and the
holders of other indenture securities in such manner that such Trustee, such
Holders and the holders of other indenture securities realize, as a result of
payments from such special account and payments of dividends on claims filed
against the Company in bankruptcy or receivership or in proceedings for
reorganization pursuant to any applicable bankruptcy law, the same percentage of
their respective claims figured before crediting to the claim of such Trustee
anything on account of the receipt by it from the Company of the funds and

property in such special account and before crediting to the respective claims
of such Trustee and the Holders of the Securities of such series and the holders
of other indenture securities dividends on claims filed against the Company in
bankruptcy or receivership or in proceedings for reorganization pursuant to any
applicable bankruptcy law, but after crediting thereon receipts on account of
the indebtedness represented by their respective claims from all sources other
than from such dividends and from the funds and property so held in such special
account. As used in this paragraph, with respect to any claim, the term
"dividends" shall include any distribution with respect to such claim, in
bankruptcy or receivership or proceedings for reorganization pursuant to any
applicable bankruptcy law, whether such distribution is made in cash,
securities, or other property, but shall not include any such distribution with
respect to the secured portion, if any, of such claim. The court in which such
bankruptcy, receivership or proceedings for reorganization is pending shall have
jurisdiction (i) to apportion between such Trustee and the Holders of the
Securities of such series and other indenture securities, in accordance with the
provisions of this paragraph, the funds and property held in such special
account and proceeds thereof, or (ii) in lieu of such apportionment, in whole or
in part, to give to the provisions of this paragraph due consideration in
determining the fairness of the distributions to be made to such Trustee and the
Holders of the Securities of such series and the holders of other indenture
securities with respect to their respective claims, in which event it shall not
be necessary to liquidate or to appraise the value of any securities or other
property held in such special account or as security for any such claim, or to
make a specific allocation of such distributions as between the secured and
unsecured portions of such claims, or otherwise to apply the provisions of this
paragraph as a mathematical formula.

Any Trustee which has resigned or been removed with respect to the
Securities of any series after the beginning of such three months' period shall
be subject to the provisions of this Subsection as though such resignation or
removal had not occurred. If any Trustee has so resigned or been removed prior
to the beginning of such three months' period, it shall be subject to the
provisions of this Subsection if and only if the following conditions exist:

(i) the receipt of property or reduction of claim, which would have
given rise to the obligation to account if such Trustee had continued as
Trustee for the Securities of such series, occurred after the beginning of
such three months' period; and

(ii) such receipt of property or reduction of claim occurred within
three months after such resignation or removal.

(b) There shall be excluded from the operation of Subsection (a) of
this Section a creditor relationship arising from

(1) the ownership or acquisition of securities issued under any
indenture or any security or securities having a maturity of one year or
more at the time of acquisition by such Trustee;

(2) advances authorized by a receivership or bankruptcy court of
competent jurisdiction, or by this Indenture, for the purpose of preserving
any property which shall at any time be subject to the lien of this
Indenture or of discharging tax liens or other prior liens or encumbrances
thereon, if notice of such advances and of the circumstances surrounding
the making thereof is given to the Holders of the Securities of the
applicable series at the time and in the manner provided in this Indenture;

(3) disbursements made in the ordinary course of business in the
capacity of trustee under an indenture, transfer agent, registrar,
custodian, escrow agent, paying agent, fiscal agent or depositary, or other
similar capacity;

(4) an indebtedness created as a result of services rendered or
premises rented; or an indebtedness created as a result of goods or
securities sold in a cash transaction as defined in Subsection (c) of this
Section;

(5) the ownership of stock or of other securities of a corporation
organized under the provisions of Section 25(a) of the Federal Reserve Act,
as amended, which is directly or indirectly a creditor of the Company; or

(6) the acquisition, ownership, acceptance or negotiation of any
drafts, bills of exchange, acceptances or obligations which fall within the
classification of self-liquidating paper as defined in Subsection (c) of
this Section.

(1) The term "default" means any failure to make payment in full of
the principal of (or premium, if any) or interest, if any, on any of the
Securities of the applicable series or upon the other indenture securities
when and as such principal, premium or interest becomes due and payable.

(2) The term "other indenture securities" means securities upon which
the Company is an obliger outstanding under any other indenture or under
this Indenture with respect to the Securities of any other series (i) under
which such Trustee is also trustee, (ii) which contains

provisions substantially similar to the provisions of this Section, and
(iii) under which a default exists at the time of the apportionment of the
funds and property held in such special account.

(3) The term "cash transaction" means any transaction in which full
payment for goods or securities sold is made within seven days after
delivery of the goods or securities in currency or in checks or other
orders drawn upon banks or bankers and payable upon demand.

(4) The term "self-liquidating paper" means any draft, ▇▇▇▇ of
exchange, acceptance or obligation which is made, drawn, negotiated or
incurred by the Company for the purpose of financing the purchase,
processing, manufacturing, shipment, storage or sale of goods, wares or
merchandise and which is secured by documents evidencing title to,
possession of, or a lien upon, the goods, wares or merchandise or the
receivables or proceeds arising from the sale of the goods, wares or
merchandise previously constituting the security, provided the security is
received by such Trustee simultaneously with the creation of the creditor
relationship with the Company arising from the making, drawing, negotiating
or incurring of the draft, ▇▇▇▇ of exchange, acceptance or obligation.

(5) The term "Company" means any obliger upon the Securities.

SECTION 614. Authenticating Agents. From time to time the Trustee for
the Securities of any series may, subject to its sole discretion, appoint one or
more Authenticating Agents with respect to the Securities of such series, which
may include any director or officer of the Company or any Affiliate with power
to act in the name of the Trustee and subject to its discretion in the
authentication and delivery of Securities of such series in connection with
transfers and exchanges under Sections 304, 305, 306 and 1107 as fully to all
intents and purposes as though such Authenticating Agent had been expressly
authorized by those Sections of this Indenture to authenticate and deliver
Securities of such series. For all purposes of this Indenture the authentication
and delivery of such Securities of such series by an Authentication Agent for
such Securities pursuant to this Section shall be deemed to be authentication
and delivery of such Securities "by the Trustee" for the Securities of such
series. Any such Authenticating Agent shall at all times be a director or
officer of a corporation organized and doing business under the laws of the
United States or of any State thereof, or the District of Columbia, authorized
under such laws to exercise corporate trust powers, and, if other than an
Affiliate of the Trustee, having a combined capital and surplus of at least
$25,000,000, and subject to supervision or examination by Federal, State, or
District of Columbia authority. If such corporation publishes reports of
condition at least annually

pursuant to law or the requirements of such 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 an
Authenticating Agent for any series of Securities 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 Authenticating Agent for any series of Securities may resign at
any time by giving written notice of resignation to the Trustee for such series
and to the Company. The Trustee for any series of Securities may at any time
terminate the appointment of any Authenticating Agent by giving written notice
of termination to such Authenticating Agent and to the Company in the manner set
forth in Section 105. Upon receiving such a notice of resignation or upon such a
termination, or in case at any time any Authenticating Agent for any series of
Securities shall cease to be eligible under this Section, the Trustee for such
series may appoint a successor Authenticating Agent, shall give written notice
of such appointment to the Company and shall give written notice of such
appointment to all Holders of Securities of such series in the manner set forth
in Section 106. Any successor Authenticating Agent, upon acceptance of his
appointment hereunder, shall become vested with all the rights, powers and
duties of his predecessor hereunder, with like effect as if originally named as
an Authenticating Agent No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.

The Trustee for the Securities of each series agrees to pay to any
corporation any director or officer of which has been appointed as
Authenticating Agent for such series from time to time reasonable compensation
for such services, and such Trustee shall be entitled to be reimbursed for such
payments, subject to Section 607.

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

"This is one of the Securities of the series designated therein
described in the within-mentioned Indenture.

Comerica Bank,
as Trustee

--------------------------
As Authenticating Agent"

ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. Company to Furnish Trustee Names and Addresses of
Holders. With respect to each particular series of Securities, the Company
will furnish or cause to be furnished to the Trustee for the Securities of such
series,

(a) semiannually, not more than 15 days after each Regular Record Date
relating to that series (or, if there is no Regular Record Date relating to that
series, on June 30 and December 31), a list, in such form as such Trustee may
reasonably require, containing all the information in the possession or control
of the Company or any of its Paying Agents other than such Trustee as to the
names and addresses of the Holders of that series as of such dates,

(b) on semi-annual dates in each year to be determined pursuant to
Section 301 if the Securities of such series do not bear interest, a list of
similar form and content, and

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

excluding from any such list names and addresses received by such Trustee in its
capacity as Security Registrar for the Securities of such series, if so acting.

SECTION 702. Preservation of Information; Communications to Holders.
(a) The Trustee for each series of Securities shall preserve, in as current a
form as is reasonably practicable, the names and addresses of Holders of the
Securities of such series contained in the most recent lists furnished to such
Trustee as provided in Section 701 and the names and addresses of Holders of the
Securities of such series received by such Trustee in its capacity as Security
Registrar for such series, if so acting. The Trustee for each series of
Securities may destroy any list relating to such series of Securities furnished
to it as provided in Section 701 upon receipt of a new list relating to such
series so furnished.

(b) If three or more Holders of Securities of any particular series
(hereinafter referred to as "applicants") apply in writing to the Trustee for
the Securities of any such series, and furnish to such Trustee reasonable proof
that each such applicant has owned a Security of that series for a period of at
least six months preceding the date of such application, and such application
states that the applicants desire to communicate with other Holders of
Securities of that series with respect to their rights under this Indenture or
under the Securities of that series and is accompanied by a copy of the form of
proxy or other

communication which such applicants propose to transmit, then such Trustee
shall, within five Business Days after the receipt of such application, at its
election, either

(i) afford such applicants access to the information preserved at
the time by such Trustee in accordance with Section 702(a), or

(ii) inform such applicants as to the approximate number of
Holders of Securities of that series whose names and addresses appear
in the information preserved at the time by such Trustee in accordance
with Section 702(a), and as to the approximate cost of mailing to such
Holders the form of proxy or other communication, if any, specified in
such application.

If any such Trustee shall elect not to afford such applicants access
to that information, such Trustee shall, upon the written request of such
applicants, mail to each Holder of Securities of that series whose name and
address appears in the information preserved at the time by such Trustee in
accordance with Section 702(a), a copy of the form of proxy or other
communication which is specified in such request, with reasonable promptness
after a tender to such Trustee of the material to be mailed and of payment, or
provision for the payment, of the reasonable expenses of mailing, unless within
five days after such tender, such Trustee shall mail to such applicants and file
with the Commission, together with a copy of the material to be mailed, a
written statement to the effect that, in the opinion of such Trustee, such
mailing would be contrary to the best interests of the Holders of Securities of
that series or would be in violation of applicable law. Such written statement
shall specify the basis of such opinion. If the Commission, after opportunity
for a hearing upon the objections specified in the written statement so filed,
shall enter an order refusing to sustain any of such objections or if, after the
entry of an order sustaining one or more of such objections, the Commission
shall find, after notice and opportunity for hearing, that all the objections so
sustained have been met and shall enter an order so declaring, such Trustee
shall mail copies of such material to all such Holders with reasonable
promptness after the entry of such order and the renewal of such tender;
otherwise such Trustee shall be relieved of any obligation or duty to such
applicants respecting their application.

(c) Every Holder of Securities of each series or coupons, by receiving
and holding the same, agrees with the Company and the Trustee for the Securities
of such series that neither the Company nor such Trustee, nor any agent of
either of them shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Holders of the Securities of
such series in accordance with Section 702(b), regardless of the source from
which such information was derived, and that the Trustee shall not be held
accountable by reason of

mailing any material pursuant to a request made under Section 702(b).

SECTION 703. Reports by Trustee. (a) Within 60 days after May 31 of
each year commencing with the year following the first issuance of Securities,
the Trustee for the Securities of each series shall, to the extent required by
the Trust Indenture Act, transmit by mail to all Holders of the Securities of
such series, as provided in subsection (c) of this Section a brief report dated
as of such date with respect to any of the following events which may have
occurred within the prior 12 months (but if no such event has occurred within
such period no report need be transmitted):

(1) any change to its eligibility under Section 609 and its
qualifications under Section 608, or in lieu thereof, if to the best of its
knowledge it has continued to be eligible and qualified under said
Sections, a written statement to such effect;

(2) the creation of any material change to a relationship specified in
Section 310(b)(1) through Section 310(b)(10) of the Trust Indenture Act;

(3) the character and amount of any advances (and if such Trustee
elects so to state, the circumstances surrounding the making thereof) made
by such Trustee (as such) which remain unpaid on the date of such report,
and for the reimbursement of which it claims or may claim a lien or charge,
prior to that of the Securities of such series, on any property or funds
held or collected by it as Trustee, except that such Trustee shall not be
required (but may elect) to report such advances if such advances so
remaining unpaid aggregate not more than 1/2 of 1% of the principal amount
of the Securities of such series Outstanding on the date of such report;

(4) the amount, interest rate and maturity date of all other
indebtedness owing by the Company (or by any other obligor upon the
Securities of such series) to such Trustee in its individual capacity, on
the date of such report, with a brief description of any property held as
collateral security therefor, except an indebtedness based upon a creditor
relationship arising in any manner described in Section 613 (b) (2), (3),
(4) or (6);

(5) the property and funds, if any, physically in the possession of
such Trustee as such on the date of such report;

(6) any additional issue of Securities of such series which such
Trustee has not previously reported; and

(7) any action taken by such Trustee in the performance of its duties
hereunder which it has not previously reported and which in its opinion
materially affects the Securities of such series, except action in respect
of a default, notice of which has been or is to be withheld by such Trustee
in accordance with Section 602.

(b) The Trustee for each series of Securities shall transmit by mail
to all Holders of Securities of such series, as provided in subsection (c) of
this Section, a brief report with respect to the character and amount of any
advances (and if such Trustee elects so to state, the circumstances surrounding
the making thereof) made by such Trustee (as such) since the date of the last
report transmitted pursuant to subsection (a) of this Section (or if no such
report has yet been so transmitted, since the date of execution of this
instrument) for the reimbursement of which it claims or may claim a lien or
charge, prior to that of the Securities of such series, on property or funds
held or collected by it as Trustee, and which it has not previously reported
pursuant to this subsection, except that such Trustee shall not be required (but
may elect) to report such advances if such advances remaining unpaid at any time
aggregate 10% or less of the principal amount of the Securities of such series
Outstanding at such time, such report to be transmitted within 90 days after
such time.

(1) to all Holders of Registered Securities, as the names and
addresses of such Holders appear in the Security Register;

(2) to such Holders of Bearer Securities as have, within the two years
preceding such transmission, filed their names and addresses with the
Trustee for such series of Bearer Securities for that purpose; and

(3) except in the case of reports pursuant to Subsection (b) of this
Section, to each Holder of a Security whose name and address is preserved
at the time by such Trustee, as provided in Section 702(a).

(d) A copy of each such report shall, at the time of such transmission
to Holders of Securities of any series, be filed by the Trustee for the
Securities of such series with each securities exchange upon which the
Securities of such series are listed with the Commission and with the Company.
The Company will notify such Trustee when such series of Securities is listed on
any securities exchange.

SECTION 704. Reports by Company. The Company will:

(1) file with the Trustee for the Securities of such series, within 15
days after the Company is required to file the same with the Commission,
copies of the annual reports and of the information, documents and other
reports (or copies of such portions of any of the foregoing as the
Commission may from time to time by rules and regulations prescribe) which
the Company may be required to file with the Commission pursuant to Section
13 or Section 15 (d) of the Securities Exchange Act of 1934; or, if the
Company is not required to file information, documents or reports pursuant
to either of said Sections, then it will file with such 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 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;

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

(3) transmit by mail to all Holders of Securities of each series, as
provided in Section 703 (c), within 30 days after the filing thereof with
the Trustee for the Securities of such series, such summaries of any
information, documents and reports required to be filed by the Company
pursuant to paragraphs (1) and (2) of this Section as may be required by
rules and regulations prescribed from time to time by the Commission.

ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

SECTION 801. Company May Consolidate, Etc., Only on Certain Terms. The
Company shall not consolidate with or merge into any other Person, and the
Company may not, directly or indirectly, sell, convey, transfer or lease all or
substantially all of its properties and assets to any Person unless:

(1) the Person formed by or surviving such consolidation or merger or
the Person which acquires by conveyance or transfer, or which leases, all
or substantially all of the properties and assets of the

Company shall be a Person organized and existing under the laws of the
United States of America, any State thereof or the District of Columbia,
and shall expressly assume, by an indenture supplemental hereto, executed
and delivered to the Trustee for each series of Securities, in form
reasonably satisfactory to each such Trustee, in the case of the Company,
the due and punctual payment of the principal of (and premium, if any) and
interest, if any (including all additional amounts, if any, payable
pursuant to Sections 516 or 1008) on, and any sinking fund payment in
respect of, all the Securities and any related coupons and the performance
of every covenant of this Indenture on the part of the Company to be
performed or observed;

(2) immediately after giving effect to such transaction, no Event of
Default with respect to any series of Securities, and no event which, after
notice or lapse of time, or both, would become an Event of Default with
respect to any series of Securities, shall have happened and be continuing,
and

(3) the Company has delivered to the Trustee for each series of
Securities an Officers' Certificate and an Opinion of Counsel each stating
that such consolidation, merger, conveyance, transfer or lease and such
supplemental indenture comply with this Article and that all conditions
precedent herein provided for relating to such transaction have been
complied with;

SECTION 802. Successor Corporation Substituted. Upon any consolidation
or merger, or any conveyance, transfer or lease of the properties and assets of
the Company substantially as an entirety in accordance with Section 801, the
successor corporation formed by such consolidation or merger or the successor
Person to which such conveyance or transfer or with which such lease is made
shall succeed to, and be substituted for, and may exercise every right and power
of, the Company under this Indenture with the same effect as if such successor
corporation had been named as the Company herein and thereafter, except in the
case of a lease, the predecessor corporation shall be relieved of all
obligations and covenants under this Indenture, the Securities and any related
coupons.

ARTICLE NINE

SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures Without Consent of Holders.
Without the consent of any Holders of Securities or coupons, the Company, when
authorized by a Board Resolution and the Trustee for the Securities of any or
all series, at any time and from time to time, may enter into one or more
indentures

supplemental hereto, in form satisfactory to such Trustee, for any of the
following purposes:

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

(2) to add to the covenants of the Company, for the benefit of the
Holders of all or any particular series of Securities and any related
coupons (and, if such covenants are to be for the benefit of fewer than all
series of Securities, stating that such covenants are being included solely
for the benefit of such series), to convey, transfer, assign, mortgage or
pledge any property to or with the Trustee or otherwise secure any series
of the Securities or to surrender any right or power herein conferred upon
the Company; or

(3) to add any additional Events of Default with respect to any or all
series of Securities (and, if any such Event of Default applies to fewer
than all series of Securities, stating each series to which such Event of
Default applies); or

(4) to add to or to change any of the provisions of this Indenture to
provide that Bearer Securities may be registrable as to principal, to
change or eliminate any restrictions on the payment of principal of or any
premium or interest on Bearer Securities, to permit Bearer Securities to be
issued in exchange for Registered Securities, to permit Bearer Securities
to be issued in exchange for Bearer Securities of other authorized
denominations, to provide (subject to applicable laws) for the issuance of
uncertificated Securities of any series in addition to or in place of any
certificated Securities and to make all appropriate changes for such
purposes; provided, however, 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 change or eliminate any of the provisions of this Indenture;
provided, however, that any such change or elimination shall become
effective only when there is no Security Outstanding of any series created
prior to the execution of such supplemental indenture which is entitled to
the benefit of such provision; or

(6) to evidence and provide for the acceptance of appointment
hereunder of a Trustee other than Comerica Bank as Trustee for a series of
Securities 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 609; or

(7) 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 611(b); or

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

(9) 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 Section 401; provided,
however, that any such action shall not adversely affect the interests of
the Holders of Securities of such series and any related coupons or any
other series of Securities in any material respect; or

(10) to add to or change or eliminate any provisions of this Indenture
as shall be necessary or desirable in accordance with any amendments to the
Trust Indenture Act; or

(11) to cure any ambiguity, to correct or supplement any provision
herein which may be inconsistent with any other provision herein, to
convey, transfer, assign, mortgage or pledge any property to or with the
Trustee for the Securities of any series or to surrender any right or power
herein conferred upon the Company, 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 particular series in any material respect.

SECTION 902. Supplemental Indentures With Consent of Holders. The
Company, when authorized by a Board Resolution, and the Trustee for the
Securities of any or all series may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of such Securities and any
related coupons under this Indenture, but only with the consent of the Holders
of more than 50% in aggregate principal amount of the Outstanding Securities of
each series of Securities then Outstanding affected thereby, in each case by Act
of said Holders of Securities of each such series delivered to

the Company and the Trustee for Securities of each such series; provided,
however, that no such supplemental indenture shall, without the consent of the
Holder of each Outstanding Security affected thereby:

(1) change the Stated Maturity of the principal of, or any instalment
of principal of or interest on, any Security, or reduce the principal
amount thereof or the rate of interest thereon, if any, or any premium
payable upon the redemption thereof, or change any obligation of the
Company to pay additional amounts pursuant to Section 1008 (except as
contemplated by Section 801(1) and permitted by Section 901(1)) 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 502, or change the Place of Payment, or the
currency or currency unit in which any Security 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); or

(2) reduce the percentage in principal amount of the Outstanding
Securities of any particular 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; or

(3) modify any of the provisions of this Section or Section 513 or
1007, except to increase any such percentage or to provide that certain
other provisions of this Indenture cannot be modified or waived without the
consent of the Holder of each Security affected thereby; provided, however,
that this clause shall not be deemed to require the consent of any Holder
of a Security or coupon with respect to changes in the references to "the
Trustee" and concomitant changes in this Section and Section 1006, or the
deletion of this proviso, in accordance with the requirements of Sections
609, 611(b), 901(6) and 901(7).

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

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

SECTION 903. Execution of Supplemental Indentures. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee for any series of Securities shall be entitled to
receive, and (subject to Section 601) 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 for any series of
Securities may, but shall not (except to the extent required in the case of a
supplemental indenture entered into under Section 901(6) or (7)) be obligated
to, enter into any such supplemental indenture which affects such Trustee's own
rights, liabilities, duties or immunities under this Indenture or otherwise.

SECTION 904. 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 coupons appertaining
thereto shall be bound thereby.

SECTION 905. Conformity With Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article shall conform to the requirements of
the Trust Indenture Act as then in effect.

SECTION 906. Reference in Securities to Supplemental Indentures.
Securities of any particular series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee for the Securities of such series, bear a notation in
form approved by such Trustee as to any matter provided for in such supplemental
indenture. If the Company shall so determine, new Securities of any series and
any related coupons so modified as to conform, in the opinion of the Trustee for
the Securities of such series and the Board of Directors of the Company, to any
such supplemental indenture may be prepared and executed by the Company and such
Securities may be authenticated and delivered by such Trustee in exchange for
Outstanding Securities of such series and any related coupons.

ARTICLE TEN

COVENANTS

SECTION 1001. Payment of Principal (and Premium, if any) and Interest,
if any. The Company agrees, for the benefit of each particular series of
Securities, that it will duly and punctually pay in the currency or currency
unit in which the Securities of such series are payable (except as otherwise
specified pursuant to Section 301 for the Securities of such

series and except as provided in Sections 311 (b), 311 (d) and 311 (e)) the
principal of (and premium, if any) and interest, if any, on that series of
Securities in accordance with the terms of the Securities of such series, any
coupons appertaining thereto and this Indenture, and will duly comply with all
the other terms, agreements and conditions contained in, or made for the benefit
of, the Securities of such series and any appurtenant coupons. Unless otherwise
specified as contemplated by Section 301 with respect to any series of
Securities, 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. The
interest, if any, due in respect of any temporary or permanent global Security,
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 thereof for notation thereon of the
payment of such interest.

SECTION 1002. Maintenance of Office or Agency. If Securities of a
series are issuable only as Registered Securities, the Company will maintain in
each Place of Payment for that series an office or agency where Securities of
that series may be presented or surrendered for payment, and an office or agency
where Securities of that series may be surrendered for registration of transfer
or exchange and where notices and demands to or upon the Company with respect to
the Securities of that series and this Indenture may be served. If Securities of
a series are issuable as Bearer Securities, the Company will maintain (A) an
office or agency in a Place of Payment for that series in the United States
where any Registered Securities of that series may be presented or surrendered
for payment, where any Registered Securities of that series may be surrendered
for registration of transfer, where Securities of that series may be surrendered
for exchange for Registered Securities, where notices and demands to or upon the
Company in respect of the Securities of that series and this Indenture may be
served and where Bearer Securities of that series and related coupons may be
presented or surrendered for payment in the circumstances described in the
following paragraph (and not otherwise), (B) subject to any laws or regulations
applicable thereto, in a Place of Payment for that series which is located
outside the United States, an office or agency 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 Stock Exchange
or any other stock exchange located outside the United States and such stock
exchange shall so require, the Company will maintain a Paying Agent for the
Securities of that series in 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 (C) subject to any laws or regulations
applicable thereto, in a Place of Payment for that series located outside the
United States, at an office or agency where any Registered Securities of that
series may be surrendered for

registration of transfer, 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 will
give prompt written notice to the Trustee for the Securities of that series of
the location, and any change in the location, of any such office or agency. If
at any time the Company shall fail to maintain any such required office or
agency in respect of any series of Securities or shall fail to furnish the
Trustee for the Securities of that series with the address thereof, such
presentations (to the extent permitted by law) and surrenders of Securities of
that series may be made and notices and demands may be made or served at the
Corporate Trust Office of such Trustee, except that Bearer Securities of that
series and the related coupons may be presented and surrendered for payment at
the offices specified in the Security, and the Company hereby appoints the same
as its agent to receive such respective presentations, surrenders, notices and
demands.

No payment of principal (and premium, if any) or interest, if any, on
Bearer Securities shall be made at any office or agency of the Company in the
United States or by check mailed to any address in the United States or by
transfer to an account maintained with a bank located in the United States.
Payments will not be made in respect of Bearer Securities or coupons
appertaining thereto pursuant to presentation to the Company or their respective
designated Paying Agents within the United States. Notwithstanding the
foregoing, payment of principal of (and premium, if any) and interest, if any,
on any Bearer Security denominated and payable in Dollars will be made at the
office of the Company's Paying Agent in the United States, if, and 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 that purpose by the Company in accordance with this Indenture is illegal or
effectively precluded by exchange controls or other similar restrictions.

The Company may also from time to time designate one or more other
offices or agencies (in or outside the Place of Payment) where the Securities of
one or more series may be presented or surrendered for any or all of the
purposes specified above in this Section and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
in each Place of Payment for such purpose. The Company will give prompt written
notice to the Trustee for the Securities of each series so affected of any such
designation or rescission and of any change in the location of any such office
or agency.

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 the Indenture, then the Company will
maintain with respect to each such series of Securities, or as so required, a
Currency Determination Agent.

SECTION 1003. Money, for Securities Payments to Be Held in Trust. If
the Company shall at any time act as its own Paying Agent with respect to any
particular series of Securities and any related coupons, it will, on or before
each due date of the principal of (and premium, if any) or interest, if any, on
any of the Securities of that series, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum in the currency or currency unit
in which the Securities of such series are payable (except as otherwise
specified pursuant to Section 301 for the Securities of such series and except
as provided in Sections 311(b), 311(d) and 311(e)) sufficient to pay the
principal (and premium, if any) and interest, if any, 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 for the Securities of such series of its
action or failure so to act.

Whenever the Company shall have one or more Paying Agents for any
particular series of Securities and any related coupons, the Company will, on or
prior to each due date of the principal of (and premium, if any) or interest, if
any, on any such Securities, deposit with a Paying Agent for the Securities of
such series a sum (in the currency or currency unit described in the preceding
paragraph) sufficient to pay the principal (and premium, if any) and interest,
if any, so becoming due, such sum to be held in trust for the benefit of the
Persons entitled thereto, and (unless such Paying Agent is the Trustee for the
Securities of such series) the Company will promptly notify such Trustee of its
action or failure so to act.

The Company will cause each Paying Agent for any particular series of
Securities other than the Trustee for the Securities of such series to execute
and deliver to such Trustee an instrument in which such Paying Agent shall agree
with such 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 (and
premium, if any) or interest, if any, 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 such Trustee notice of any default by the Company (or any
other obligor upon the Securities) in the making of any payment of
principal of (or premium, if any) and interest, if any, on Securities of
that series; and

(3) at any time during the continuation of any such default, upon the
written request of such Trustee, forthwith

pay to such Trustee all sums so held in trust by such Paying Agent.

The Company 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 direct any Paying Agent to pay, to the Trustee for the
Securities of any series all sums held in trust by the Company or such Paying
Agent, such sums to be held by such Trustee upon the same trusts as those upon
which sums were held by the Company or such Paying Agent; and, upon such payment
by any Paying Agent to such Trustee, such Paying Agent shall be released from
all further liability with respect to such money.

Any money deposited with the Trustee for the Securities of any series
or any Paying Agent, or then held by the Company, in trust for the payment of
the principal of (and premium, if any) and interest, if any, on any Securities
of any particular series and remaining unclaimed for two years after such
principal (and premium, if any) and interest, if any, has become due and payable
shall, unless otherwise required by mandatory provisions of applicable escheat,
or abandoned or unclaimed property law, be paid to the Company on Company
Request or (if then held by the Company) shall be discharged from such trusts;
and the Holder of such Security shall, thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of
such Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall thereupon cease; provided,
however, that such Trustee or such Paying Agent, before being required to make
any such repayment may give written notice to the Holder of such Security in the
manner set forth in Section 106, or may, in its discretion, in the name and at
the expense of the Company, cause to be published at least once in a newspaper
published in the English language, customarily on each Business Day and of
general circulation in New York, New York notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such publication, any unclaimed balance of such money
then remaining will, unless otherwise required by mandatory provisions of
applicable escheat, or abandoned or unclaimed property law, be repaid to the
Company.

SECTION 1004. Statements as to Compliance. The Company will deliver to
the Trustee for each series of Securities, within 120 days after the end of each
fiscal year, a written statement signed by the principal executive officer,
principal financial officer or principal accounting officer of the Company
stating that:

(1) a review of the activities of the Company during such year and of
performance under this Indenture has been made under his supervision; and

(2) to the best of his knowledge, based on such review, the Company is
(or is not) in compliance with all conditions and covenants under this
Indenture, and if the signer has obtained knowledge of any default by the
Company in the performance, observance or fulfillment of any such condition
or covenant, specifying each such default and the nature thereof.

For purposes of this Section, such compliance shall be determined
without regard to any period of grace or requirement of notice provided under
this Indenture.

SECTION 1005. Corporate Existence. Subject to Article Eight, the
Company will do or cause to be done all things necessary to preserve and keep in
full force and effect its corporate existence, rights (charter and statutory)
and franchises; provided, however, that the Company shall not be required to
preserve any right or franchise if the Board of Directors shall determine that
the preservation thereof is no longer desirable in the conduct of the business
of the Company and that the loss thereof is not disadvantageous in any material
respect to the Holders.

SECTION 1006. Waiver of Certain Covenants. The Company may omit in any
particular instance to comply with any covenant or condition set forth in
Section 1005 and any other covenant not set forth herein and specified pursuant
to Section 301 to be applicable to the Securities of any series, if before or
after the time for such compliance the Holders of more than 50% in principal
amount of the Outstanding Securities of each series of Securities affected by
the omission (which, in the case of a covenant not set forth herein and
specified pursuant to Section 301 to be applicable to the Securities of any
series, shall include only those series to which such covenant is so specified
to be applicable) shall, in each case by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such covenant or
condition, but no such waiver shall extend to or affect such covenant or
condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the duties of the Trustee
for the Securities of each series with respect to any such covenant or condition
shall remain in full force and effect.

SECTION 1007. Defeasance of Certain Obligations. If specified pursuant
to Section 301 to be applicable to the Securities of any series, the Company may
omit to comply with any term, provision or condition set forth in Section 801
and any other covenant not set forth herein and specified pursuant to Section
301 to be applicable to the Securities of such series and subject to this
Section 1007, and any such omission with respect to such Sections shall not be
an Event of Default, in each case with respect to the Securities of such series;
provided, however, that the following conditions have been satisfied:

(1) with respect to all Outstanding Securities of such series and any
coupons appertaining thereto not theretofore delivered to the Trustee for
cancellation:

(i) the Company has deposited or caused to be deposited with such
Trustee, or in a trust fund established pursuant to a trust agreement
in form and substance satisfactory to the Trustee, as trust funds in
trust an amount in the currency or currency unit in which the
Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series and except
as provided in Sections 311(b), 311(d) and 311(e), in which case the
deposit to be made with respect to Securities for which an election
has occurred pursuant to Section 311(b), or a Conversion Event has
occurred as provided in Sections 311(d) and 311(e), shall be made in
the currency or currency unit in which such Securities are payable as
a result of such election or Conversion Event), sufficient to pay and
discharge the entire indebtedness on all such Outstanding Securities
of such series and any related coupons for principal (and premium, if
any) and interest, if any, to the Stated Maturity or any Redemption
Date as contemplated by Section 402, as the case may be; or

(ii) the Company has deposited or caused to be deposited with
such Trustee, or in a trust fund established pursuant to a trust
agreement in form and substance satisfactory to the Trustee, as
obligations in trust such amount of Government Obligations as will, as
evidenced by a Certificate of a Firm of Independent Public Accountants
delivered to such Trustee, together with the predetermined and certain
income to accrue thereon (without consideration of any reinvestment
thereof), be sufficient to pay and discharge when due the entire
indebtedness on all such Outstanding Securities of such series and any
related coupons for unpaid principal (and premium, if any) and
interest, if any, to the Stated Maturity or any Redemption Date as
contemplated by Section 402, as the case may be; or

(iii) the Company has deposited or caused to be deposited with
such Trustee, or in a trust fund established pursuant to a trust
agreement in form and substance satisfactory to the Trustee, in trust
an amount equal to the amount referred to in clause (i) or (ii) in any
combination of currency or currency unit or Government Obligations;

(2) no Event of Default or event which with the giving of notice or
lapse of time, or both, would become an Event of Default with respect to
the Securities of that series shall have occurred and be continuing on the
date of such

deposit and no Event of Default under Section 501(6) or Section 501(7) or
event which with the giving of notice or lapse of time, or both, would
become an Event of Default under Section 501(6) or Section 501(7) shall
have occurred and be continuing on the 91st day after such date; and

(3) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that all conditions precedent
herein provided for relating to the defeasance contemplated in the Section
have been complied with.

All the obligations of the Company under this Indenture with respect
to the Securities of such series, other than with respect to Section 801, and
any other covenant not set forth herein and specified pursuant to Section 301 to
be applicable to the Securities of such series and subject to this Section 1007,
shall remain in full force and effect. Anything in this Section 1007 to the
contrary notwithstanding, the Trustee for any series of Securities shall deliver
or pay to the Company, from time to time upon Company Request, any money or
Government Obligations held by it as provided in this Section 1007 which, as
expressed in a Certificate of a Firm of Independent Public Accountants delivered
to such Trustee, are in excess of the amount thereof which would then have been
required to be deposited for the purpose for which such money or Government
Obligations were deposited or received, provided such delivery can be made
without liquidating any Government Obligations.

SECTION 1008. Payment of Additional Amounts. If specified pursuant
to Section 301, the provisions of this Section 1008 shall be applicable to
Securities of any series.

The Company will, subject to the exceptions and limitations set forth
below, pay to the Holder of any Security or coupon who is a United States Alien
such additional amounts as may be necessary so that every net payment on such
Security or coupon, after deduction or withholding by the Company or any of its
Paying Agents for or on account of any present or future tax, assessment or
other governmental charge imposed upon or as a result of such payment by the
United States (or any political subdivision or taxing authority thereof or
therein), will not be less than the amount provided in such Security or in such
coupon to be then due and payable. However, the Company will not be required to
make any payment of additional amounts for or on account:

(a) any tax, assessment or other governmental charge that would not
have been so imposed but for (i) the existence of any present or former
connection between such Holder (or between a fiduciary, settlor or beneficiary
of, or a person holding a power over, such Holder, if such Holder is an estate
or trust, or a member or shareholder of such Holder, if such Holder is a
partnership or corporation) and the United States, including,

without limitation, such Holder (or such fiduciary, settlor, beneficiary, person
holding a power, member or shareholder) being or having been a citizen, resident
or treated as a resident thereof or being or having been engaged in trade or
business or present therein or having or having had a permanent establishment
therein, or (ii) such Holder's present or former status as a personal holding
company, foreign personal holding company, controlled foreign corporation or
passive foreign investment company with respect to the United States or as a
corporation that accumulates earnings to avoid United States federal income tax;

(b) any tax, assessment or other governmental charge which would not
have been so imposed but for the presentation by the Holder of such Security or
coupon for payment on a date more than 10 days after the date on which such
payment became due and payable or the date on which payment thereof is duly
provided for, whichever occurs later;

(c) any estate, inheritance, gift, sales, transfer, personal property
tax or any similar tax, assessment or other governmental charge;

(d) any tax, assessment or other governmental charge required to be
withheld by any Paying Agent from any payment in respect of any Security or
coupon, if such payment can be made without such withholding by at least one
other Paying Agent;

(e) any tax, assessment or other governmental charge which is payable
otherwise than by withholding from payments in respect of such Security or
coupon;

(f) any tax, assessment or other governmental charge imposed on a
Holder of a Security or coupon that actually or constructively owns 10 percent
or more of the total combined voting power of all classes of stock of the
Company entitled to vote within the meaning of Section 871(h)(3) of the Code or
that is a controlled foreign corporation related to the Company through stock
ownership;

(g) any tax, assessment or other governmental charge imposed as a
result of the failure to comply with applicable certification, information,
documentation or other reporting requirements concerning the nationality,
residence, identity or connection with the United States of the Holder or
beneficial owner of a Security or coupon, if such compliance is required by
statute or by regulation of the United States as a precondition to relief or
exemption from such tax, assessment or other governmental charge;

(h) any tax, assessment or other governmental charge imposed with
respect to payments on any Registered Security by reason of the failure of the
Holder to fulfill the statement requirement of Sections 871(h) or 881(c) of the
Code; or

100

(i) any combination of items (a), (b), (c), (d), (e), (f), (g) and
(h);

nor will additional amounts be paid with respect to any payment on any such
Security or coupon to a Holder who is a fiduciary or partnership or other than
the sole beneficial owner of such payment to the extent such payment would be
required by the laws of the United States (or any political subdivision thereof)
to be included in the income for federal income tax purposes of a beneficiary or
settlor with respect to such fiduciary or a member of such partnership or a
beneficial owner who would not have been entitled to payment of the additional
amounts had such beneficiary, settlor, member or beneficial owner been the
Holder of such Security or coupon.

The term "United States Alien" means any corporation, partnership,
individual or fiduciary that is, for United States federal income tax purposes,
a foreign corporation, a nonresident alien individual, a nonresident fiduciary
of a foreign estate or trust, or a foreign partnership one or more of the
members of which is, for United States federal income tax purposes, a foreign
corporation, a nonresident alien individual or a nonresident fiduciary of a
foreign estate or trust.

Whenever in this Indenture there is mentioned, in any context, the
payment of the principal of (and premium, if any) and interest, if any, on any
Security or payment with respect to any coupon of any series, such mention shall
be deemed to include mention of the payment of additional amounts provided for
in the terms of such Securities and this Section to the extent that, in such
context, additional amounts are, were or would be payable in respect thereof
pursuant to the provisions of this Section and express mention of the payment of
additional amounts (if applicable) in any provisions hereof shall not be
construed as excluding additional amounts in those provisions hereof where such
express mention is not made.

If the Securities of a series provide for the payment of additional
amounts as contemplated by Section 301(24), at least 10 days prior to the first
Interest Payment Date with respect to that series of Securities (or if the
Securities of that series will not bear interest prior to maturity, the first
day on which a payment of principal and any premium is made), and at least 10
days prior to each date of payment of principal (and premium, if any) and
interest, if any, if there has been any change with respect to the matters set
forth in the below- mentioned Officers' Certificate, the Company will furnish
the Trustee for that series of Securities and the Company's principal Paying
Agent or Paying Agents, if other than such Trustee, with an Officers'
Certificate instructing such Trustee and such Paying Agent or Paying Agents
whether such payment of principal of (and premium, if any) and interest, if any,
on the Securities of that series shall be made to Holders of Securities of that
series or any related coupons who are United States

101

Aliens without withholding for or on account of any tax, assessment or other
governmental charge referred to above or described in the Securities of that
series. If any such withholding shall be required, then such Officers'
Certificate shall specify by country the amount, if any, required to be withheld
on such payments to such Holders of Securities or coupons and the Company will
pay to the Trustee for such series of Securities or such Paying Agent such
additional amounts as may be required pursuant to the terms applicable to such
series. The Company covenants to indemnify the Trustee for such series of
Securities and any Paying Agent for, and to hold them harmless against, any
loss, liability or expense reasonably incurred without gross negligence or bad
faith on their part arising out of or in connection with actions taken or
omitted by any of them in reliance on any Officers' Certificate furnished
pursuant to this Section 1008.

SECTION 1009. Limitation on Liens. The Company will not, and will not
permit any Subsidiary, directly or indirectly, to create, incur, assume or
permit to exist any Lien on or with respect to any property or assets of the
Company or any Subsidiary or any interest therein or any income or profits
therefrom, unless the Securities are secured equally and ratably with (or prior
to) any and all other indebtedness secured by such Lien, except for (i) any Lien
securing indebtedness incurred to finance the purchase price or cost of
construction of property (or additions, substantial repairs, alterations or
substantial improvements thereto), provided that such Lien and the indebtedness
secured thereby are incurred within twelve months of the later of acquisition or
completion of construction (or addition, repair, alteration or improvement) and
full operation thereof, and provided, further, that such Lien does not relate to
any property acquired or constructed by the Company or a Subsidiary pursuant to
clause (iii) (B) of Section 1010 hereof; (ii) any Lien arising in the ordinary
course of business, other than in connection with indebtedness for borrowed
money; (iii) any Lien on property or assets acquired by the Company or any
Subsidiary after the date of issuance of the Securities, provided that such Lien
existed on the date such property or assets were acquired, and provided, further
that, except as provided in clause (i) above, such Lien was incurred prior to,
and not in anticipation of, such acquisition; (iv) any Lien on the property or
assets of, or on the shares of stock of, any corporation or entity existing at
the time such corporation or entity first becomes a Subsidiary, provided that
such Lien was incurred prior to, and not in anticipation of, such corporation or
entity becoming a Subsidiary; (v) any Lien existing on the date of the
Indenture; (vi) any Lien arising out of judgments or awards against the Company
or any Subsidiary with respect to which the Company or such Subsidiary shall in
good faith be prosecuting an appeal or proceedings for review, or Liens which
are discharged within 60 days of entry of judgment or Liens (including, without
limitation, appellate bonds) incurred by the Company or a Subsidiary for the
purpose of obtaining a

102

stay or discharge in the course of any ongoing legal proceeding to which the
Company or such Subsidiary is a party; (vii) any Lien for taxes not yet due and
payable by the Company or any Subsidiary or which the Company or such Subsidiary
is contesting in good faith; (viii) any Lien in favor of the Company or a
Subsidiary; (ix) any Lien (other than a Lien permitted under any of clauses (i)
through (viii) of this paragraph) securing indebtedness of the Company or any
Subsidiary, provided that the total outstanding indebtedness (including the fair
value of all Sale and Lease-Back Transactions permitted under clause (i) of
Section 1010 hereof but excluding any obligations associated with such Sale and
Lease-Back Transactions) that may be secured under this clause (viii) may not
exceed 15% of the Consolidated Net Tangible Assets of the Company and its
Subsidiaries at the end of the most recent fiscal quarter; (x) any Lien
extending, renewing or replacing any Lien permitted by clauses (i) through (ix)
above; and (xi) any Lien securing indebtedness the proceeds of which are
deposited, promptly upon receipt, with the Trustee solely for the purpose of
effecting a legal defeasance or covenant defeasance as set forth under Section
1007 hereof.

In the case of Liens permitted under clauses (i), (iii) and (iv), such
Liens may not relate to any property or assets of the Company or a Subsidiary
other than the property so acquired, constructed, added, repaired, altered or
improved, as the case may be. In the case of Liens permitted under clause (x),
such Liens (A) may not relate to any property or assets of the Company or a
Subsidiary other than the property or assets to which the Lien being extended,
renewed or replaced relates to, and (B) may not secure indebtedness in excess of
that secured by the Lien being extended, renewed or replaced. In addition, if
any Lien permitted under clause (ix) is extended, renewed or replaced pursuant
to clause (x), then the aggregate amount of indebtedness secured by all such
extended, renewed or replaced Liens (originally permitted under clause (ix))
shall be included thereafter in all calculations of Liens permitted under clause
(ix).

SECTION 1010. Limitation on Sale and Lease-Back. The Company covenants
and agrees that it will not, nor will it permit any Subsidiary, directly or
indirectly, to enter into, assume, guarantee, or otherwise become liable with
respect to any Sale and Lease-Back Transaction (as defined below); provided,
however, that the Company or any Subsidiary may enter into (i) a Sale and
Lease-Back Transaction that, had such Sale and Lease-Back Transaction been
structured as a mortgage rather than as a Sale and Lease-Back Transaction, the
Company or such Subsidiary would have been permitted to enter into such
transaction without equally and ratably securing (or granting priority to) the
Securities of all series pursuant to Section 1009 hereof, (ii) a Sale and
Lease-Back Transaction between or among the Company and any of its Subsidiaries
or between or among Subsidiaries and (iii) a Sale and Lease-Back Transaction,
provided that, the

103

proceeds of the sale of the property or assets to be leased are at least equal
to the fair value (the fair value of such proceeds, if other than cash, to be
determined by the chief financial officer of the Company) and an amount equal to
such net proceeds is applied within 180 days of the effective date of such Sale
and Lease-Back Transaction to (A) the retirement (other than any mandatory
retirement and other than any prohibited retirement of securities) of
indebtedness for borrowed money (including the Securities) incurred or assumed
by the Company or any Subsidiary (other than indebtedness for borrowed money
owed to the Company or any Subsidiary) which by its terms matures on, or is
extendable or renewable at the option of the obligor to, a date more than 12
months after the date of the creation of such indebtedness and, in the case of
such indebtedness of the Company, which ranks on a parity with, or senior in
right of payment to, the Securities or (B) the purchase or construction of other
property, provided, that, upon the completion of such purchase or construction,
such property is owned by the Company or a Subsidiary free and clear of all
Liens. For the purposes of this Indenture, a Sale and Lease- Back Transaction
means any arrangement with any Person providing for the leasing to the Company
or a Subsidiary for a period of more than three years of any property which has
been or is to be sold or transferred by the Company or such Subsidiary to such
Person or to any other Person to which funds have been or are to be advanced by
such Person on the security of the leased property.

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

SECTION 1101. Applicability of This Article. Redemption of Securities
of any series (whether by operation of a sinking fund or otherwise) as permitted
or required by any form of Security issued pursuant to this Indenture shall be
made in accordance with such form of Security and this Article; provided,
however,that if any provision of any such form of Security shall conflict with
any provision of this Article, the provision of such form of Security shall
govern.

SECTION 1102. Election to Redeem; Notice to Trustee. The election of
the Company to redeem any Securities of any series shall be evidenced by or
pursuant to a Board Resolution. In case of any redemption at the election of the
Company of less than all of the Securities of any particular 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 for the Securities
of such series) notify such Trustee by Company Request of such Redemption Date
and of the principal amount of Securities of that series to be redeemed and
shall deliver to such Trustee such documentation and records as shall enable
such Trustee to select the Securities to be redeemed pursuant to Section 1103.
In the case of any redemption of

104

Securities of any series prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee for Securities of such series
with an Officers' Certificate evidencing compliance with such restriction.

SECTION 1103. Selection by Trustee of Securities to Be Redeemed. If
less than all the Securities are to be redeemed, the Company may select the
series to be redeemed, and if less than all of the Securities of any series are
to be redeemed, the particular Securities of that series to be redeemed shall be
selected not more than 60 days prior to the Redemption Date by the Trustee for
the Securities of such series, from the Outstanding Securities of that series
not previously called for redemption, by such method as such Trustee shall deem
fair and appropriate and which may provide for the selection for redemption of
portions (equal to the minimum authorized denomination for Securities of that
series, or any integral multiple thereof) of the principal amount of Securities
of that series of a denomination larger than the minimum authorized denomination
for Securities of that series pursuant to Section 302 in the currency or
currency unit in which the Securities of such series are denominated.

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

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

SECTION 1104. Notice of Redemption. Notice of redemption shall be
given in the manner provided in Section 106 not later than the thirtieth day and
not earlier than the sixtieth day prior to the Redemption Date, to each Holder
of Securities to be redeemed.

All notices of redemption shall state:

(1) the Redemption Date,

(2) the Redemption Price,

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

105

(4) that on the Redemption Date the Redemption Price will become due
and payable upon each such Security or portion thereof, and that interest
thereon, if any, shall cease to accrue on and after said date,

(5) the place or places 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 of the
Redemption Price,

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

(7) 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 date fixed for redemption or the
amount of any such missing coupon or coupons will be deducted from the
Redemption Price or security or indemnity satisfactory to the Company, the
Trustee for such series and any Paying Agent is furnished, and

(8) if Bearer Securities of any series are to be redeemed and any
Registered Securities of such series are not to be redeemed, and if such
Bearer Securities may be exchanged for Registered Securities not subject to
redemption on this Redemption Date pursuant to Section 305 or otherwise,
the last date, as determined by the Company, on which such exchanges may be
made.

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

SECTION 1105. Deposit of Redemption Price. Prior to the opening of
business on any Redemption Date, the Company shall deposit with the Trustee for
the Securities to be redeemed or with a Paying Agent for such Securities (or, if
the Company is acting as its own Paying Agent for such Securities, segregate and
hold in trust as provided in Section 1003) an amount of money in the currency or
currency unit in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such series
and except as provided in Sections 311(b), 311(d) and 311(e)) sufficient to pay
the principal amount of (and premium, if any, thereon), and (except if the
Redemption Date shall be an Interest Payment Date) any accrued interest on, all
the Securities which are to be redeemed on that date.

SECTION 1106. Securities Payable on Redemption Date. Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date,

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100

become due and payable at the Redemption Price therein specified in the currency
or currency unit in which the Securities of such series are payable (except as
otherwise provided pursuant to Section 301 for the Securities of such series and
except as provided in Sections 311(b), 311(d) and 311(e)) and from and after
such date (unless the Company shall default in the payment of the Redemption
Price) such Securities shall cease to bear interest and the coupons for such
interest appertaining to any Bearer Securities so to be redeemed, except to the
extent provided below, shall be void. Upon surrender of such Security for
redemption in accordance with said notice together with all coupons, if any,
appertaining thereto maturing after the Redemption Date, such Security or
specified portions thereof shall be paid by the Company at the Redemption Price;
provided, however, that installments of interest on Bearer Securities whose
Stated Maturity is on or prior to the Redemption Date shall be payable only at
an office or agency located outside the United States (except as otherwise
provided in Section 1002) and, unless otherwise specified as contemplated by
Section 301, only upon presentation and surrender of coupons for such interest,
and provided, further, that unless otherwise specified as contemplated by
Section 301, installments of interest on Registered Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such at
the close of business on the relevant Record Dates according to their terms and
the provisions of Section 307.

If any Bearer Security surrendered for redemption shall not be
accompanied by all coupons appertaining thereto maturing after the Redemption
Date, such 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 if there is
furnished to the Company, the Trustee for such Security and any Paying Agent
such security or indemnity as they may require to save the Company, such Trustee
and any Paying Agent harmless. If thereafter the Holder of such Security shall
surrender to such 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 the United States (except as otherwise provided in Section 1002)
and, unless otherwise specified as contemplated by Section 301, 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 thereof (and premium, if any,
thereon) shall, until paid, bear interest from the Redemption Date at a rate per
annum equal to the rate borne by the Security (or, in the case of Original Issue
Discount Securities, the Security's Yield to Maturity).

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101

SECTION 1107. Securities Redeemed in Part. Any Registered Security
which is to be redeemed only in part shall be surrendered at the Place of
Payment (with, if the Company or the Trustee for such Security so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Security Registrar for such Security duly executed by, the
Holder thereof or his attorney duly authorized in writing), and the Company
shall execute and such Trustee shall authenticate and deliver to the Holder of
such Security without service charge, a new Registered Security or Securities,
of any authorized denomination as requested by such Holder, of the same series
and having the same terms and provisions and in an aggregate principal amount
equal to and in exchange for the unredeemed portion of the principal of the
Registered Security so surrendered.

ARTICLE TWELVE

SINKING FUNDS

SECTION 1201. Applicability of This Article. Redemption of Securities
through operation of a sinking fund as permitted or required by any form of
Security issued pursuant to this Indenture shall be made in accordance with such
form of Security and 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.

The minimum amount of any sinking fund payment provided for by the
terms of Securities of any particular 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 particular series is
herein referred to as an "optional sinking fund payment". If provided for by the
terms of Securities of any particular series, the cash amount of any sinking
fund payment may be subject to reduction as provided in Section 1202. Each
sinking fund payment shall be applied to the redemption of Securities of any
particular series as provided for by the terms of Securities of that series.

SECTION 1202. Satisfaction of Sinking Fund Payments With Securities.
The Company (1) may deliver Outstanding Securities of a series (other than any
previously called for redemption), together in the case of any Bearer Securities
of such series with all unmatured coupons appertaining thereto, and (2) 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

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Securities as provided for by the terms of such series; provided, however, that
such Securities have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee for such Securities at the
principal amount thereof and the amount of such sinking fund payment shall be
reduced accordingly.

SECTION 1203. Redemption of Securities for Sinking Fund. Not less than
60 days prior to each sinking fund payment date for any particular series of
Securities, the Company will deliver to the Trustee for the Securities of such
series an Officers' Certificate specifying the amount of the next ensuing
mandatory sinking fund payment for that series pursuant to the terms of that
series, the portion thereof, if any, which is to be satisfied by payment of cash
in the currency or currency unit in which the Securities of that series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of that series and except as provided in Sections 311(b), 311(d) and
311(c)) and the portion thereof, if any, which is to be satisfied by delivering
and crediting Securities of that series pursuant to Section 1202 and shall state
the basis for such credit and that such Securities have not previously been so
credited and will also deliver to such Trustee any Securities to be so
delivered. Such Trustee shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 1103 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 1104. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 1106 and 1107.

ARTICLE THIRTEEN

MEETINGS OF HOLDERS OF SECURITIES

SECTION 1301. Purposes for Which Meetings May Be Called. If Securities
of a series are issuable as Bearer Securities, a meeting of Holders of
Securities of such series may be called at any time and from time to time
pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Securities of such
series.

SECTION 1302. Call, Notice and Place of Meetings. (a) The Trustee for
any series of Securities that includes Bearer Securities, may at any time call a
meeting of the Holders of Securities of such series for any purpose specified in
Section 1301, to be held at such time and at such place in the Borough of
Manhattan, The City of New York, or in London, as such Trustee shall determine.
Notice of every meeting of Holders of Securities of such series, setting forth
the time and the place of such meeting and in general terms the action proposed
to be taken at such meeting, shall be given, in the manner provided in

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Section 106, not less than 20 nor more than 180 days prior to the date fixed for
the meeting.

(b) In case at any time the Company pursuant to a Board Resolution, or
the Holders of at least 10% in principal amount of the Outstanding Securities of
any such series, shall have requested the Trustee for any such series to call a
meeting of the Holders of Securities of such series for any purpose specified in
Section 1301, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and such Trustee shall not have made the
first publication of the notice of such meeting within 30 days after receipt of
such request or shall not thereafter proceed to cause the meeting to be held as
provided herein, then the Company or the Holders of Securities of such series in
the amount above specified, as the case may be, may determine the time and the
place in the Borough of Manhattan, The City of New York, or in London, for such
meeting and may call such meeting for such purposes by giving notice thereof as
provided in subsection (a) of this Section.

SECTION 1303. Persons Entitled to Vote at Meetings. To be entitled to
vote at any meeting of Holders of Securities of any series, a Person shall be
(1) a Holder of one or more Outstanding Securities of such series, or (2) a
Person appointed by an instrument in writing as proxy for a Holder or Holders of
one or more Outstanding Securities of such series by such Holder or Holders. The
only Persons who shall be entitled to be present or to speak at any meeting of
Holders of Securities of any series shall be the Persons entitled to vote at
such meeting and their counsel, any representatives of the Trustee for such
series and its counsel and any representatives of the Company and its counsel.

SECTION 1304. Quorum; Action. The Persons entitled to vote a majority
in principal amount of the Outstanding Securities of a series shall constitute a
quorum for a meeting of Holders of Securities of such series. In the absence of
a quorum within 30 minutes of the time appointed for any such meeting, the
meeting shall, if convened at the request of Holders of Securities of such
series, be dissolved. In any other case the meeting may be adjourned for a
period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such meeting. In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days as determined by the chairman of the meeting prior to
the adjournment of such adjourned meeting. Subject to Section 1305(d), notice of
the reconvening of any adjourned meeting shall be given as provided in Section
1302(a), except that such notice need be given only once not less than five days
prior to the date on which the meeting is scheduled to be reconvened. Notice of
the reconvening of an adjourned meeting shall state expressly that Persons
entitled to vote a majority in principal amount of the Outstanding Securities of
such series shall constitute a quorum.

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104

Except as limited by the proviso to Section 902, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is
present as aforesaid may be adopted by the affirmative vote of the Holders of a
majority in principal amount of the Outstanding Securities of that series;
provided, however, that except as limited by the proviso to Section 902, any
resolution with respect to any request, demand, authorization, direction,
notice, consent, waiver or other action which this Indenture expressly provides
may be made, given or taken by the Holders of a specified percentage which is
less than a majority in principal amount of the Outstanding Securities of a
series may be adopted at a meeting or an adjourned meeting duly reconvened and
at which a quorum is present as aforesaid by the affirmative vote of the Holders
of such specified percentage in principal amount of the Outstanding Securities
of that series.

Except as limited by the proviso to Section 902, any resolution passed
or decision taken at any meeting of Holders of Securities of any series duly
held in accordance with this Section shall be binding on all the Holders of
Securities of such series and the related coupons, whether or not present or
represented at the meeting.

SECTION 1305. Determination of Voting Rights; Conduct and Adjournment
of Meetings. (a) Notwithstanding any other provision of this Indenture, the
Trustee for any series of Securities that includes Bearer Securities may make
such reasonable regulations as it may deem advisable for any meeting of Holders
of Securities of such series in regard to proof of the holding of Securities of
such series and of the appointment of proxies and in regard to the appointment
and duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall deem appropriate. Except as
otherwise permitted or required by any such regulations, the holding of
Securities shall be proved in the manner specified in Section 104 and the
appointment of any proxy shall be proved in the manner specified in Section 104
or by having the signature of the person executing the proxy witnessed or
guaranteed by any trust company, bank or banker authorized by Section 104 to
certify to the holding of Bearer Securities. Such regulations may provide that
written instruments appointing proxies, regular on their face, may be presumed
valid and genuine without the proof specified in Section 104 or other proof.

(b) The Trustee for any series of Securities that includes Bearer
Securities shall, by an instrument in writing, appoint a temporary chairman of
the meeting, unless the meeting shall have been called by the Company or by
Holders of Securities as provided in Section 1302(b), in which case the Company
or the Holders of Securities of the series calling the meeting, as the case may
be, shall in like manner appoint a temporary chairman. A permanent chairman and
a permanent secretary of the meeting

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shall be elected by vote of the Persons entitled to vote a majority in principal
amount of the Outstanding Securities of such series represented at the meeting.

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

(d) Any meeting of Holders of Securities of any series duly called
pursuant to Section 1302 at which a quorum is present may be adjourned from time
to time by Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.

SECTION 1306. Counting Votes and Recording Action of Meetings. The
vote upon any resolution submitted to any meeting of Holders of Securities of
any series shall be by written ballots on which shall be subscribed the
signatures of the Holders of Securities of such series or of their
representatives by proxy and the principal amounts and serial numbers of the
Outstanding Securities of such series held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified written reports in
triplicate of all votes cast at the meeting. A record, at least in duplicate, of
the proceedings of each meeting of Holders of Securities of any series shall be
prepared by the secretary of the meeting and then shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said
notice was given as provided in Section 1302 and, if applicable, Section 1304.
Each copy shall be signed and verified by the affidavits of the permanent
chairman and secretary of the meeting and one such copy shall be delivered to
the Company and another to the Trustee for such series of Securities to be
preserved by such Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

* * *

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106

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

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.

▇.▇. ▇▇▇▇▇▇▇ INTERNATIONAL CORPORATION

[SEAL]

By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇

[Chairman of the Board]

Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇

[Secretary]

COMERICA BANK

[SEAL]

By /s/ ▇. ▇▇▇▇▇

[Vice President]

Attest: /s/ ▇. ▇▇▇▇▇▇▇

Title: Trust ▇▇▇▇▇▇▇

▇▇▇

▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ss:

On the 17th day of January, 1994, before me personally came ▇▇▇▇ ▇.
▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, to me known, who, being by me duly sworn, did
depose and say that they reside in Province of Ontario, Canada, and Oakland
County, Michigan, respectively, that they are the Chairman of the Board and the
Secretary, respectively, of ▇.▇. ▇▇▇▇▇▇▇ INTERNATIONAL CORPORATION, one of the
corporations described in and which executed the above instrument; that they
know the corporate seal of said corporation; that one of the seals affixed to
the said instrument is such corporate seal; that it was so affixed by authority
of the Board of Directors of said corporation and that they signed their names
thereto by like authority.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

/s/ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
Notary Public

[SEAL]

114

▇▇▇

▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ss:

On the 27th day of January, 1994, before me personally came ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇, to me known, who, being by me duly sworn, did depose and say that she
resides in ▇▇▇▇▇ County, Michigan, and that she is a [Vice President] of
Comerica Bank one of the corporations described in and which executed the above
instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

[SEAL]

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Notary Public

115

EXHIBIT A

[FORM OF CERTIFICATE TO BE DELIVERED TO EUROCLEAR OR CEDEL, S.A. BY OR ON BEHALF
OF A BENEFICIAL OWNER OF SECURITIES, IN ORDER TO RECEIVE A DEFINITIVE BEARER
SECURITY IN EXCHANGE FOR AN INTEREST IN A TEMPORARY GLOBAL SECURITY OR TO
EXCHANGE AN INTEREST IN A TEMPORARY GLOBAL SECURITY FOR AN INTEREST IN A
PERMANENT GLOBAL SECURITY IN DEFINITIVE FORM]

▇. ▇. ▇▇▇▇▇▇▇ INTERNATIONAL CORPORATION

[INSERT TITLE OR DESCRIPTION OF SECURITIES]

Reference is hereby made to the Indenture dated as of _________ __,
199- (the "Indenture") between ▇.▇. ▇▇▇▇▇▇▇ International Corporation (the
"Issuer") and Comerica Bank as Trustee. Unless otherwise herein defined, terms
used herein have the same meaning as in the Indenture.

This is to certify that as of the date hereof and except as set forth
below

principal amount of the above captioned Securities held by you for our
account (i) is owned by person(s) that are not United States person(s) (as
defined below), (ii) is owned by United States person(s) that are (a) foreign
branches of United States financial institutions (as defined in Section
1.16512(c)(1)(v) of the United States Treasury regulations) ("financial
institutions") purchasing for their own account or for resale, or (b) United
States person(s) who acquired the Securities through foreign branches of United
States financial institutions and who hold the Securities through such United
States financial institutions on the date hereof (and in either case (a) or (b),
each such United States financial institution hereby agrees, on its own behalf
or through its agent, that you may advise the Issuer or the Issuer's agent that
it will comply with the requirements of Section 165(j))(3)(A), (B) or (C) of the
United States Internal Revenue Code of 1986, as amended, and the Treasury
Regulations thereunder), or (iii) is owned by United States or foreign financial
institution(s) for the purpose of resale during the restricted period (as
defined in Section 1.163-5(c)(2)(i)(D)(7) of the United States Treasury
Regulations), and in addition if the owner of the Securities is a United States
or foreign financial institution described in clause (iii) above (whether or not
also described in clause (i) or (ii)) this is to further certify that such
financial institution has not acquired the Securities for the purpose of resale
directly or indirectly to a United States person or to a person within the
United States or its possessions.

We undertake to advise you promptly by tested telex on or prior to the
date on which you intend to submit your certification relating to the beneficial
interest in the temporary global Security held by you for our account in
accordance with your operating procedures if any applicable statement herein is
not correct on such date, and in the absence

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of any such notification it may be assumed that this certification applies as
of such date.

This certificate excepts and does not relate to principal amount of
Securities held by you for our account as to which we are not able to provide a
certificate in this form. We understand that exchange of such portion of the
temporary global Security for definitive Bearer Securities or interests in a
permanent global Security cannot be made until we are able to provide a
certificate in this form.

We understand that this certificate is required in connection with
certain tax laws and regulations of the United States. If administrative or
legal proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.
"United States person" means any citizen or resident of the United States, any
corporation, partnership or other entity created or organized in or under the
laws of the United States and any estate or trust the income of which is subject
to United States federal income taxation regardless of its source. "United
States" means the United States of America (including the States and the
District of Columbia); and its "possessions" include Puerto Rico, the U.S.
Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands.

By:
----------------------------------------------
As, or as agent for, the beneficial owner(s)
of the portion of the temporary global
Security to which this certificate relates.

117

EXHIBIT B

[FORM OF CERTIFICATE TO BE GIVEN TO THE APPROPRIATE TRUSTEE BY EUROCLEAR OR
CEDEL, S.A. REGARDING THE EXCHANGE OF A TEMPORARY GLOBAL SECURITY FOR
DEFINITIVE SECURITIES OR FOR A PORTION OF A PERMANENT GLOBAL SECURITY IN

DEFINITIVE FORM]

▇.▇. ▇▇▇▇▇▇▇ INTERNATIONAL CORPORATION

[INSERT TITLE OR DESCRIPTION OF SECURITIES]

Reference is hereby made to the Indenture dated as of __________ __,
199- (the "Indenture") between ▇.▇. ▇▇▇▇▇▇▇ International Corporation (the
"Issuer") and Comerica Bank as Trustee. Unless otherwise herein defined, terms
used herein shall have the same meaning as in the Indenture.

The undersigned certifies that, based solely on certifications we have
received in writing, by tested telex or by electronic transmission from member
organizations appearing in our records as persons being entitled to a portion of
the principal amount set forth below (our "Member Organizations") substantially
to the effect set forth in the Indenture as of the date hereof, principal amount
of the above-captioned Securities (i) is owned by person(s) that are not United
States person(s) (as defined below), (ii) is owned by United States person(s)
that are (a) foreign branches of United States financial institutions (as
defined in Section 1.165-12(c)(1)(v) of the United States Treasury regulations)
("financial institutions") purchasing for their own account or for resale, or
(b) United States person(s) who acquired the Securities through foreign branches
of United States financial institutions and who hold the Securities through such
United States financial institutions on the date hereof (and in either case (a)
or (b), each such United States financial institution has agreed, on its own
behalf or through its agent, that we may advise the Issuer or the Issuer's agent
that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of
the United States Internal Revenue Code of 1986, as amended, and the Treasury
regulations thereunder), or (iii) is owned by United States or foreign financial
institution(s) for the purpose of resale during the restricted period (as
defined in Section 1.163- 5(c)(2)(i)(D)(7) of the United States Treasury
regulations), and in addition United States or foreign financial institutions
described in clause (iii) above (whether or not also described in clause (i) or
(ii)) have certified that they have not acquired the Securities for the purpose
of resale directly or indirectly to a United States person or to a person within
the United States or its possessions.

We further certify (i) that we are not making available for exchange
or collection of any interest any portion of the temporary Global Security
excepted in such certifications and (ii) that as of the date hereof we have not
received any notification from any of our Member Organizations to the effect

118

B-3

that the statements made by such Member Organizations with respect to any
portion of the part submitted herewith for exchange or collection of any
interest are no longer true and cannot be relied upon as of the date hereof.

Dated: By:
--------------------------------------
[Centre de Livraisons de Valeurs
Mobilieres, S.A.] [▇▇▇▇▇▇ Guaranty
Trust Company of New York, Brussels
office, as operator of the Euroclear

System]

119

EXHIBIT C

[FORM OF CERTIFICATE TO BE GIVEN TO THE APPROPRIATE TRUSTEE BY EUROCLEAR OR
CEDEL, S.A. REGARDING PAYMENTS ON A TEMPORARY GLOBAL SECURITY PRIOR TO AN

EXCHANGE DATE]

▇.▇. ▇▇▇▇▇▇▇ INTERNATIONAL CORPORATION

[INSERT TITLE OR DESCRIPTION OF SECURITIES]

Reference is hereby made to the Indenture dated as of -------- --,
199- (the "Indenture") between ▇.▇. ▇▇▇▇▇▇▇ International Corporation (the
"Issuer") and Comerica Bank as Trustee. Unless otherwise herein defined, terms
used herein shall have the same meaning as in the Indenture.

The undersigned certifies that based solely on certifications we have
received in writing, by tested telex or by electronic transmission from member
organizations appearing in our records as persons being entitled to a portion of
the principal amount set forth below (our "Member Organizations") substantially
to the effect set forth in the Indenture as of the date hereof, principal amount
of the above-captioned Securities (i) is owned by person(s) that are not United
States person(s) (as defined below), (ii) is owned by United States person(s)
that are (a) foreign branches of United States financial institutions (as
defined in Section 1.165-12(c)(1)(v) of the United States Treasury regulations)
("financial institutions") purchasing for their own account or for resale, or
(b) United States person(s) who acquired the Securities through foreign branches
of United States financial institutions and who hold the Securities through such
United States financial institutions on the date hereof (and in either case (a)
or (b), each such United States financial institution has agreed, on its own
behalf or through its agent, that we may advise the Issuer or the Issuer's agent
that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of
the United States Internal Revenue Code of 1986, as amended, and the Treasury
regulations thereunder), or (iii) is owned by United States or foreign financial
institution(s) for the purpose of resale during the restricted period (as
defined in Section 1.163-5(c)(2)(i)(D)(7) of the United States Treasury
regulations), and in addition United States or foreign financial institutions
described in clause (iii) above (whether or not also described in clause (i) or
(ii)) have certified that they have not acquired the Securities for the purpose
of resale directly or indirectly to a United States person or to a person within
the United States or its possessions.

120

respect to any portion of the part submitted herewith for exchange or collection
of any interest are no longer true and cannot be relied upon as of the date
hereof.

We understand that this certificate is required in connection with
certain tax laws and regulations of the United States. If administrative or
legal proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.
"United States person" means any citizen or resident of the United States, any
corporation, partnership or other entity created or organized in or under the
laws of the United States and any estate or trust the income of which is subject
to the United States federal income taxation regardless of its source. "United
States" means the United States of America (including the States and the
District of Columbia); and its "possessions" include Puerto Rico, the U.S.
Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands.

Dated: By:
--------------------------------------
[Centrale de Livraisons de Valeurs
Mobilieres, S.A. ] [▇▇▇▇▇▇ Guaranty
Trust Company of New York, Brussels
office, as operator of the Euroclear

System]

121

EXHIBIT D

[FORM OF CERTIFICATE TO BE DELIVERED TO EUROCLEAR OR CEDEL, S.A. BY OR ON
BEHALF OF A BENEFICIAL OWNER OF SECURITIES, IN ORDER TO RECEIVE PAYMENT ON A

TEMPORARY GLOBAL SECURITY PRIOR TO AN EXCHANGE DATE]

▇.▇. ▇▇▇▇▇▇▇ INTERNATIONAL CORPORATION

[INSERT DATE OR DESCRIPTION OF SECURITIES]

This is to certify that as of the date hereof and except as set forth
below, - principal amount of the above-captioned Securities (i) is owned by
person(s) that are not United States person(s) (as defined below), (ii) is owned
by United States person(s) that are (a) foreign branches of United States
financial institutions (as defined in Section 1.165-12(c) (1)(v) of the United
States Treasury regulations) ("financial institutions") purchasing for their own
account or for resale, or (b) United States person(s) who acquired the
Securities through foreign branches of United States financial institutions and
who hold the Securities through such United States financial institutions on the
date hereof (and in either case (a) or (b), each such United States financial
institution hereby agrees, on its own behalf or through its agent, that you may
advise the Issuer or the Issuer's agent that it will comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the United States Internal
Revenue Code of 1986, as amended, and the Treasury regulations thereunder), or
(iii) is owned by financial institution(s) for the purpose of resale during the
restricted period (as defined in Section 1.163- 5(c)(2)(i)(D)(7) of the United
States Treasury regulations), and in addition if the owner of the Securities is
a United States or foreign financial institution described in clause (iii) above
(whether or not also described in clause (i) or (ii)) this is to further certify
that such financial institution has not acquired the beneficial interest in the
Securities for the purpose of resale directly or indirectly to a United States
person or to a person within the United States or its possessions.

We undertake to advise you promptly by tested telex if the foregoing
statement as to beneficial ownership is not correct on the [insert relevant
payment date], and in the absence of any such notification it may be assumed
that this certification applies as of such date.

This certificate excepts and does not relate to principal amount of
Securities held by you for our account as to

122

which we are not able to provide a certificate in this form. We understand that
payments, if any, due prior to the Exchange Date with respect to such portion of
the temporary global Security cannot be made until we are able to provide a
certificate in this form.

Dated: By:
----------------------------------------
As, or as agent for, the beneficial
owner(s) of the portion of the temporary
global Security to which this
certificate relates.
123

FIRST SUPPLEMENTAL INDENTURE

THIS FIRST SUPPLEMENTAL INDENTURE (the "First Supplemental Indenture"),
dated as of February 28, 1995, by and among ▇. ▇. ▇▇▇▇▇▇▇ International
Corporation, a corporation duly organized and existing under the laws of the
State of Delaware and having its principal office at ▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇,
▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (the "Company"); ▇. ▇. ▇▇▇▇▇▇▇
Corporation, a corporation duly organized and existing under the law of the
State of Delaware, the parent corporation of the Company and having its
principal office at ▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇ (the "Parent Corporation"); and Comerica Bank, a state bank organized
and existing under the laws of the State of Michigan and having its principal
Corporate Trust Office at 411 W. Lafayette, M.C. 3461, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
as Trustee (the "Trustee").

W I T N E S S E T H:

WHEREAS, the Company has heretofore executed and delivered to the Trustee an
Indenture dated as of January 1, 1994 (the "Original Indenture"), to provide for
the issuance from time to time of securities evidencing the Company's unsecured
indebtedness (the "Debt Securities");

WHEREAS, pursuant to Resolutions of the Pricing Committee of the Board of
Directors of the Company held January 12, 1994 and January 20, 1994, the Company
issued $100,000,000 principal amount of Debt Securities under the Original
Indenture in the form of 6 3/4% Senior Notes due 2004 (the "Senior Notes");

WHEREAS, the Company has merged with and into the Parent Corporation
pursuant to Section 253 of the General Corporation Law of Delaware (the
"Merger");

WHEREAS, Section 901 of the Original Indenture authorizes the execution of
the First Supplement Indenture, without the consent of any Holders of Debt
Securities or coupons, to evidence the succession of the Parent Corporation to
the Company, and the assumption by the Parent Corporation of the covenants of
the Company in the Original Indenture and in the Debt Securities issued
thereunder; and

WHEREAS, the execution and delivery of this First Supplemental Indenture has
been in all respects authorized, and all acts, conditions and requirements
necessary to constitute this First Supplement Indenture, when duly executed and
delivered, a valid, legal and binding instrument in accordance with the terms
and for the purposes herein expressed, have been satisfied and completed.

NOW, THEREFORE, the Company, the Parent Corporation and the Trustee hereby
agree as following:

1. The Parent Corporation hereby expressly assumes the due and punctual payment
of the principal of (and premium, if any) and interest, if any (including all
additional amounts, if any payable pursuant to Sections 516 or 1008 of the
Original Indenture) on, and any sinking fund payment in respect of, all the
Senior Notes and of any Debt Securities to be issued hereafter pursuant to the
Original Indenture, and any related coupons, and the performance of every
covenant of the Original Indenture on the part of the Company to be performed or
observed.

2. The Trustee hereby acknowledges receipt of an Officers' Certificate and
Opinion of Counsel, copies of which are attached hereto, each stating that the
Merger and this First Supplement Indenture comply with all the terms and
conditions of Article VIII of the Original Indenture and that the Merger
complies with all conditions precedent of the Original Indenture relating to a
merger of the Company into another Person.

3. All terms used herein not specifically defined in this First Supplement
Indenture which are defined in the Original Indenture shall have the meanings
ascribed to them in the Original Indenture.

4. From and after the execution and delivery of this First Supplement Indenture,
the Original Indenture shall been deemed to be amended as herein provided.
Except as modified and amended by this First Supplemental Indenture, the
Original Indenture shall continue in full force and effect, and none of the
obligations or covenants existing or to exist thereunder shall be released,
diminished or impaired, except as set forth herein.

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

124

IN WITNESS WHEREOF, the undersigned have caused this First Supplemental
Indenture to be executed in their respective corporate names by their duly
authorized officers, all as of the date first written above.

▇. ▇. ▇▇▇▇▇▇▇ INTERNATIONAL CORPORATION

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------
Its: Secretary
---------

▇. ▇. ▇▇▇▇▇▇▇ CORPORATION

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------
Its: Secretary
---------

COMERICA BANK, as Trustee

By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------
Its: Authorized Signatory
Trust Administrator
125
SECOND SUPPLEMENTAL INDENTURE

SECOND SUPPLEMENTAL INDENTURE (this "Second Supplemental Indenture"),
dated as of August 7, 1998 by and among ▇.▇. ▇▇▇▇▇▇▇ Corporation (the
"Company"), Cardinal Health, Inc. (the "Guarantor"), and NBD Bank, as trustee
(the "Trustee") under that certain Indenture dated as of January 1, 1994,
between the Company and Comerica Bank, as trustee, as previously supplemented by
that certain First Supplemental Indenture dated as of February 28, 1995, between
the Company and Comerica Bank, and by that certain Instrument of Resignation,
Appointment and Acceptance, dated as of May 24, 1997, among the Company,
Comerica Bank and the Trustee (the "Instrument of Resignation", and, as so
supplemented, the "Indenture").

W I T N E S S E T H

WHEREAS, pursuant to the Indenture, the Company issued its 6-3/4%
Notes Due 2004 (the "Notes");

WHEREAS, pursuant to the Instrument of Resignation, NBD Bank replaced
Comerica Bank as trustee under the Indenture;

WHEREAS, the Company intends, pursuant to an Agreement and Plan of
Merger, dated as of May 17, 1998, among the Guarantor, GEL Acquisition Corp., a
wholly owned subsidiary of the Guarantor ("Merger Sub") and the Company, for
Merger Sub to merge with and into the Company, with the Company as the
continuing corporation becoming a wholly-owned subsidiary of the Guarantor (the
"Surviving Company");

WHEREAS, Section 801 of the Indenture provides that, under certain
circumstances involving a merger of the Company, the Surviving Company is
required to execute and deliver to the Trustee a supplemental indenture pursuant
to which the Surviving Company shall assume all of the Company's obligations
under the Notes and the Indenture; and

WHEREAS, the Guarantor desires to unconditionally and irrevocably
guarantee the full and punctual payment of principal of and interest on the
Notes when due, whether at maturity, by acceleration, by redemption or
otherwise, and all other monetary obligations of the Company under the Indenture
(including obligations to the Trustee) with respect to the Notes, and the full
and punctual performance within applicable grace periods of all other
obligations of the Company under the Notes and under the Indenture with respect
to the Notes; and

WHEREAS, pursuant to Section 901 of the Indenture, the Trustee is
authorized to execute and deliver this Second Supplemental Indenture.

126

NOW THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the Surviving Company and the Trustee mutually covenant and agree
for the equal and ratable benefit of the holders of the Notes as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

2. AGREEMENT TO ASSUME OBLIGATIONS. The Surviving Company hereby
assumes all of the Company's responsibilities, liabilities and any other
obligations under the Notes and the Indenture including, but not limited to, the
obligation to (i) duly and punctually pay the principal of (and premium, if any)
and interest, if any (including all additional amounts, if any, payable pursuant
to Sections 516 and 1008 of the Indenture) on, and any sinking fund payment in
respect of, all the Notes and any related coupons and (ii) perform every
covenant in the Indenture on the part of the Company to be performed or
observed, as and to the extent such responsibilities, liabilities or obligations
exist on the date hereof, and to be bound by all other applicable provisions of
the Indenture.

3. AGREEMENT AS TO RIGHTS OF SURVIVING COMPANY. The Trustee hereby
agrees that, in accordance with Section 802 of the Indenture, the Surviving
Company shall succeed to, and may exercise every right and power of, the Company
under the Indenture with the same effect as if the Surviving Company had been
named as the Company herein.

4. THE GUARANTEE. (a) The Guarantor irrevocably and unconditionally
guarantees (the "Guarantee") to each Holder of Notes and to the Trustee and its
successors and assigns, (i) the full and punctual payment of principal of an
interest on the Notes when due, whether at maturity, by acceleration, by
redemption or otherwise, and all other monetary obligations of the Company under
the Indenture (including obligations to the Trustee) with respect to the Notes
and (ii) the full and punctual performance within applicable grace periods of
all other obligations of the Company under the Notes and under the Indenture
with respect to the Notes.

(b) The Guarantor further agrees that the Guarantee constitutes a
guarantee of payment, performance and compliance and not merely of collection.

(c) The obligation of the Guarantor to make any payment under the
Guarantee may be satisfied by causing the Company to make such payment.

(d) The Guarantor also agrees to pay any and all costs and expenses
(including reasonable attorneys' fees) incurred by

127

the Trustee or any Holder of the Notes in enforcing any of their respective
rights under the Guarantee.

5. MICHIGAN LAW TO GOVERN. The laws of the State of Michigan
applicable to contracts entered into and to be performed wholly within such
state shall govern and be used to construe this Second Supplemental Indenture.

6. COUNTERPARTS. The parties may sign any number of copies of this
Second Supplemental Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.

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

▇.▇. ▇▇▇▇▇▇▇ CORPORATION CARDINAL HEALTH, INC.

By: /s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------- -----------------------------
Name: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Chairman and CEO Title: Executive Vice President

NBD BANK (as Trustee)

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

i- 3 Page ---- SECTION 308. Persons Deemed Owners . . . . . . . . . . . . . . . . . 37 SECTION 309. Cancellation . . . . . .. . . . . . . . . . . . . . . . 38 SECTION 310. Computation of Interest . . . . . . . . . . . . . . . . 39 SECTION 311....

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